AMENDMENT
TO TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
HIGHMARK FUNDS.
AND
STATE STREET BANK AND TRUST COMPANY
This amendment is made as of this 3rd day of April 2006 between Highmark Funds
(the "Fund") and State Street Bank and Trust Company (the "Transfer Agent"). In
accordance with ARTICLE 2 (FEES AND EXPENSES) and ARTICLE 12 (AMENDMENT) of the
Transfer Agency and Service Agreement between the Fund and the Transfer Agent
dated as of February 15, 1997 (the "Agreement") the parties desire to amend the
Agreement as set forth herein.
NOW THEREFORE, the parties agree as follows:
1. SCHEDULE B. The fee schedule dated February 1, 2000, to the Agreement is
hereby replaced with the attached Schedule B dated April 3, 2006.
2. All defined terms and definitions in the Agreement shall be the same in this
amendment (the "2006 Amendment") except as specifically revised by this 2006
Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this 2006 Amendment to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
HIGHMARK FUNDS STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxx X'Xxxxxxx By: /s/ Xxxxxx X. Xxxxxx
-------------------- --------------------
Xxxxxx X. Xxxxxx
Name: Xxxxxx X'Xxxxxxx Executive Vice President
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Title: Treasurer
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SCHEDULE B
FEES
Dated: April 3, 2006
GENERAL: The annual fees are billable on a monthly basis at the rate of 1/12 of
the annual fee. A charge is made for an account in the month that an account
opens or closes. Account Service Fees are the higher of open account charges
plus closed account charges or CUSIP minimum.
ANNUAL CUSIP MINIMUM FEE
------------------------
A,B,C Class $ 18,000/CUSIP*
Fiduciary & Institutional Class $ 15,000/CUSIP**
M Class $ 15,000/CUSIP**
S Class $ 5,000/CUSIP
Closed CUSIPS with zero balance $ 125/CUSIP/month
*Note: This fee is waived for the first 12 months of a new A,B or C
CUSIP, instead each new CUSIP shall be charged $100/month for first 3
months and $900/month for the next 9 months.
**Note: Excludes Value Momentum Institutional CUSIP which shall be
charged $5,000/CUSIP/year. All other new M, Fiduciary & Institutional
Class CUSIPS fees shall be discounted to $100/month for the first
3 months.
ANNUAL ACCOUNT SERVICE FEES
---------------------------
Open Accounts $ 14.00/account
Closed Accounts $ 1.95/account
Networking Level 3 Accounts $ 7.00/account
ACTIVITY BASED FEES
-------------------
New Account Set-up $ 5.00/each
Manual Transactions $ 1.50/each
Telephone Calls $ 2.50/each
Omnibus Trades $ 4.00/each
OTHER ANNUAL FEES
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Investor Processing $ 1.80/Investor
12b-1 Commissions $ 1.20/account
NSCC Complex Fee $ 15,000.00
ANNUAL CUSTODIAL FEE (paid by Shareholder) $ 10.00/SSN
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OUT OF POCKET EXPENSES: Out of pocket expenses include but are not limited to:
confirmation statements, Investor statements, postage, forms, audio response,
telephone, records retention, customized programming/enhancements, federal wire,
transcripts, microfilm, microfiche and expenses incurred at the specific
direction of the Fund.
HIGHMARK FUNDS STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxx X'Xxxxxxx By: /s/ Xxxxxx X. Xxxxxx
-------------------- --------------------
Xxxxxx X. Xxxxxx, Executive Vice President
Name: Xxxxxx X'Xxxxxxx
----------------
Title: Treasurer
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