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EXHIBIT 9(n)
FORM OF SHAREHOLDER SERVICE PROVIDER AGREEMENT FOR THE XXXXXXXXXX
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SHAREHOLDER SERVICE PROVIDER AGREEMENT
THE HIGHMARK GROUP
The HighMark Group (the "Fund"), an open-end investment company
registered under the Investment Company Act of 1940, as amended, is authorized
to retain ________________________, a ___________________ (the "Service
Provider") to provide the shareholder services described in Section 1 to clients
of the Service Provider (the "Clients") who from time to time beneficially own
shares (the "Shares") of any Portfolio. The Service Provider is willing to
provide such services in accordance with the terms and conditions of this
Agreement.
SECTION 1. The Service Provider agrees to provide one or more of the following
shareholder services to Clients who from time to time beneficially own shares:
(i) maintaining accounts relating to Clients that invest in
Shares;
(ii) providing information periodically to Clients showing their
positions in Shares;
(iii) arranging for bank wires;
(iv) responding to Client inquiries relating to the services
performed by the Service Provider;
(v) responding to inquiries from Clients concerning their
investments in Shares;
(vi) forwarding shareholder communications from the Fund (such as
proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices) to
Clients;
(vii) processing purchase, exchange and redemption requests from
Clients and placing such orders with the Fund or its service
providers;
(viii) assisting Clients in changing dividend options, account
designations, and addresses;
(ix) providing subaccounting with respect to Shares beneficially
owned by Clients;
(x) processing dividend payments from the Fund on behalf of the
Clients; and
(xi) providing such other similar services as the Fund may
reasonably request to the extent that the Service Provider is
permitted to do so under applicable laws or regulations.
SECTION 2. The Service Provider will provide all office space and equipment,
telephone facilities and personnel (which may be part of the space, equipment
and facilities currently used in the Service Provider's business, or any
personnel employed by the Service Provider) as may be reasonably necessary or
beneficial in order to provide the aforementioned services and assistance to
Clients.
SECTION 3. Neither the Service Provider nor any of its officers, employees, or
agents are authorized to make any representations concerning the Fund or the
Shares except those contained in the Fund's then-current prospectus or Statement
of Additional Information for the Shares, copies of which will be supplied to
the Service provider, or in such supplemental literature or advertising as may
be authorized in writing.
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SECTION 4. For purposes of this Agreement, the Service Provider will be deemed
to be an independent contractor, and will have no authority to act as agent for
the Fund in any matter or in any respect. By its written acceptance of this
Agreement, the Service Provider agrees to and does release, indemnify, and hold
the Fund harmless from and against any and all direct or indirect liabilities or
losses resulting from requests, directions, actions, or inactions of or by the
Service Provider or its officers, employees, or agents regarding the Service
Provider's responsibilities hereunder or the purchase, redemption, transfer, or
registration of Shares (or orders relating to the same) by or on behalf of
Clients. The Service Provider and its officers and employees will, upon request,
be available during normal business hours to consult with representatives of the
Fund or their designees concerning the performance of the Service Provider's
responsibilities under this Agreement.
SECTION 5. In consideration of the services and facilities provided by the
Service Provider hereunder, the Fund will pay to the Service Provider, and the
Service Provider will accept as full payment therefor, a fee, as agreed from
time to time, at an annual rate of up to .25% (twenty-five basis points) of the
average daily net asset value of Class A Shares of each Portfolio owned by all
Clients of the Service Provider with whom the Service Provider has a servicing
relationship (the "Clients' Shares"), which fee will be computed daily and paid
monthly.
SECTION 6. The Fund may enter into other similar servicing agreements with any
other person or persons without the Service Provider's consent.
SECTION 7. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by the Fund or its designee and shall
continue until terminated by either party. This Agreement is terminable with
respect to the Shares of any Portfolio, without penalty, at any time by the Fund
or by the Service Provider upon written notice.
SECTION 8. All notices and other communications to either the Fund or to the
Service Provider will be duly given if mailed, telegraphed, telefaxed, or
transmitted by similar communications device to the appropriate address stated
herein, or to such other address as either party shall so provide the other.
SECTION 9. This Agreement will be construed in accordance with the laws of the
Commonwealth of Massachusetts and may not be "assigned" by either party thereto
as that term is defined in the Investment Company Act of 1940.
By their signatures, the Fund and the Service Provider agree to the terms of
this Agreement.
THE HIGHMARK GROUP
By: ___________________________________ Date: ________________
___________________________________
(Service Provider)
By: ___________________________________ Date: ________________
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