EXHIBIT (H)(2)
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Amended and Restated Schedule
to the Administration Agreement
Dated as of September 29, 2004
SCHEDULE
TO THE ADMINISTRATION AGREEMENT
DATED FEBRUARY 15, 1997
BETWEEN
HIGHMARK FUNDS
AND SEI INVESTMENTS GLOBAL FUNDS SERVICES
FEES: Pursuant to Article 4, Section A, the Trust shall pay the
Administrator compensation for services rendered to the Highmark California
Tax-Free Money Market Fund, HighMark Diversified Money Market Fund, Highmark
U.S. Government Money Market Fund, HighMark 100% U.S. Treasury Money Market
Fund, HighMark Balanced Fund, HighMark Growth Fund, HighMark Large Cap Value
Fund, HighMark National Intermediate Tax-Free Bond Fund, HighMark Bond Fund,
HighMark Intermediate Term Bond Fund, HighMark California Intermediate Tax-Free
Bond Fund, HighMark Valued Momentum Fund, HighMark Small Cap Value Fund and
Highmark Core Equity Fund and any other portfolios hereafter created by the
Trust (the "Portfolios") at an annual rate equal to .20% of the average daily
net assets of the Portfolios, which is calculated daily and paid monthly.
DURATION AND TERM: Pursuant to Article 10, the term of this Agreement
shall commence on October 1, 2004 and shall remain in effect through December
31, 2005 ("Initial Term"). This Agreement shall continue in effect for
successive periods of 1 year after the Initial Term, unless terminated by either
party on not less that 90 days prior written notice to the other party.
For any new Portfolios established during the Initial Term or
subsequent terms of the Agreement, the Administrator will charge a minimum fee
of $55,000/year. These minimum fees on new Portfolios will be waived for the
first 90 days of operation.
TRANSFER AGENCY FEES: The Administrator will be responsible for
transfer agency fees related to the Portfolios in existence as of the date of
this revised schedule and classes thereof for up to 50,000 accounts amongst all
of the Trust's existing Portfolios. The Administrator may pay such fees
directly, reimburse the Trust for such fees or waive its administration fee in
such amount. The Trust will be responsible for transfer agency fees related to
accounts in excess of 50,000 and all out-of-pocket expenses.
For any new Portfolios or share classes of the existing Portfolios
established and offered to the public during the term of the Agreement, the
Trust will be charged a fee in accordance with effective fee schedule in place
with transfer agent at that time. This undertaking by the Administrator shall
not affect the allocation methodology of transfer agency expenses applied by the
Trust. That is, any transfer agency fee incurred by a new Portfolio or class of
a Portfolio in existence as of the date of this revised schedule (including, but
not limited to, any applicable minimum fee) shall be allocated pro rata amongst
all of the then existing Portfolios based on their respective net assets.
LEGAL FEES: The Trust will be responsible for routine legal expenses in
the amount of up to $250,000 and for non-routine legal expenses. The
Administrator will be responsible for routine legal expenses in excess of
$250,000/year. Routine legal expenses include annual updates to the Trust's
registration statement and supplements as necessary; review of annual and
semi-annual reports; board meeting attendance and preparation of minutes; annual
trustee, officer and service provider questionnaires; annual review of
investment advisory agreement; anti-money laundering and Xxxxxxxx-Xxxxx related
issues; establishment of new portfolios (up to two separate filings); and
proxies related to affiliated portfolio mergers and acquisitions and investment
policy changes that do not involve special circumstances (up to one filing per
year)
HIGHMARK FUNDS SEI INVESTMENTS
GLOBAL FUNDS SERVICES
By: /s/ Xxxxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxx
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Date: 12/15/04 Date: 12/15/04
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