Exhibit (h)(4)
AMENDMENT DATED MARCH 1, 2007
TO SUB-ADMINISTRATION AGREEMENT
THIS AMENDMENT DATED March 1, 2007 TO SUB-ADMINISTRATION AGREEMENT (this
"AMENDMENT"), effective as of March 1, 2007, is by and between HIGHMARK CAPITAL
MANAGEMENT INC. ("HIGHMARK") and SEI INVESTMENTS GLOBAL FUNDS SERVICES (the
"SUB-ADMINISTRATOR").
WHEREAS, HighMark and the Sub-Administrator are parties to a Sub-Administration
Agreement (the "AGREEMENT"), dated as of December 1, 2005, pursuant to which,
among other things, the Sub-Administrator agreed to provide certain
administrative and accounting services.
WHEREAS, the parties hereto desire to amend the Agreement on the terms and
subject to the conditions provided herein.
NOW, THEREFORE, in consideration of the premises, covenants, representations and
warranties contained herein, the parties hereto agree as follows:
1. SCHEDULE B. SCHEDULE B of the Agreement is hereby deleted in its
entirety and replaced as set forth in ATTACHMENT I attached hereto.
2. RATIFICATION OF AGREEMENT. Except as expressly amended and provided
herein, all of the terms, conditions and provisions of the Agreement
shall continue in full force and effect.
3. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, all of which shall constitute one and the same
instrument. Each such counterpart shall be deemed an original, and it
shall not be necessary in making proof of this Amendment to produce or
account for more than one such counterpart. This Amendment shall be
deemed executed by each party when any one or more counterparts hereof
or thereof, individually or taken together, bears the original,
facsimile or scanned signatures of each of the parties.
IN WITNESS WHEREOF this Amendment has been entered into as of the day and year
first above written.
HIGHMARK CAPITAL MANAGEMENT INC. SEI INVESTMENTS GLOBAL FUNDS SERVICES
By: /s/ Xxxx Xxxxx By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxx Xxxxx Name: Xxxxx X. Xxxxxx
Title: Title: Vice President
1
ATTACHMENT 1
SCHEDULE B
TO THE SUB-ADMINISTRATION AGREEMENT
BETWEEN
HIGHMARK CAPITAL MANAGEMENT INC.
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
EFFECTIVE AS OF MARCH 1, 2007
Portfolios: This Agreement shall apply with respect to all Portfolios of the
Trust, either now existing or created after the date of this Agreement. The
following is a listing of the current publicly offered portfolios of the Trust
(collectively, the "Portfolios"):
1. HighMark 100% US Treasury Money Market Fund*
2. HighMark California Tax-Free Money Market Fund*
3. HighMark Diversified Money Market Fund*
4. HighMark US Government Money Market Fund*
5. HighMark Balanced Fund*
6. HighMark Core Equity Fund*
7. HighMark Large Cap Growth Fund*
8. HighMark Large Cap Value Fund*
9. HighMark Small Cap Growth Fund*
10. HighMark Small Cap Value Fund*
11. HighMark Value Momentum Fund*
12. HighMark Bond Fund*
13. HighMark California Intermediate Tax-Free Bond Fund*
14. HighMark National Intermediate Tax-Free Bond Fund*
15. HighMark Short Term Bond Fund*
16. HighMark Capital Growth Allocation Fund*
17. HighMark Growth and Income Allocation Fund*
18. HighMark Income Plus Allocation Fund*
19. HighMark Small Cap Advantage Fund*
20. HighMark International Opportunities Fund*
21. HighMark Cognitive Value Fund**
22. HighMark Enhanced Growth Fund**
23. HighMark Diversified Equity Allocation Fund**
* Denotes a Portfolio in existence as of the Effective Date of the Agreement
** Denotes a New Portfolio
Fees: Pursuant to Article 4, HighMark shall pay the Sub-Administrator
the following fees, at the annual rate set forth below
calculated daily based upon the aggregate average daily net
assets of the Trust (the "Assets") and paid monthly:
0.04% of the first $10 billion in Assets; and
0.035% of Assets in excess of $10 billion.
This fee schedule is subject to a minimum annual fee of $2,800,000,
which is $233,333 monthly for all Portfolios and classes in existence as of the
effective date of this Agreement. Additionally, a minimum sub-administration fee
("Minimum Fee") shall apply in the following circumstances. Currently, there are
a total of 43 share classes for all Trust portfolios. In the event a share class
is added to a Portfolio after the Trust has a total of 47 share classes, a
Minimum Fee of $10,000 shall apply to each additional share class, to be
allocated pro-rata among all share classes of the Portfolio. In the event a new
Portfolio is created AND publicly offered after the effective date of this
Agreement (a "New Portfolio"), a Minimum Fee of $55,000 shall apply to each New
Portfolio including one share class. In the event a New Portfolio has more than
one share class, and the total share classes for the Trust have reached a total
of 47, the Minimum Fee applicable to the New Portfolio shall be increased by
$10,000 for each additional share class, which shall be allocated pro-rata among
all share classes of the New Portfolio. A Minimum Fee for any Portfolio shall
not apply in any month in which the Minimum Fee with respect to such Portfolio
would be less than an amount equal to the assets of such Portfolio otherwise
subject to the Minimum Fee times 0.04%.
TRANSFER AGENCY FEES: The Sub-Administrator will pay for the per
account and CUSIP fees charged by the Trust's transfer agent related to the
Portfolios up to but not to exceed $950,000 per year. The Sub-Administrator
shall not be responsible for any other transfer agency expenses, including, but
not limited to, any out-of-pocket expenses.
For any New Portfolio or new share class of either existing or new
portfolios established and offered to the public during the term of this
Agreement (as those terms are defined above), the Trust will be charged a fee in
accordance with the effective fee schedule in place with the transfer agent at
that time. The undertaking by the Sub-Administrator to pay certain transfer
agency expenses as noted above 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 new share class (whether of a portfolio existing
as of the date of this Schedule B, or a new portfolio), including but not
limited to any applicable minimum fee, shall be allocated pro rata among all of
the then existing Fund portfolios, based on their respective net assets.
LEGAL FEES: The Sub-Administrator will be responsible for routine legal
expenses incurred by the Trust and the Portfolios in excess of $250,000 but less
than $350,000 per year. The Trust will be responsible for (i) non-routine legal
expenses, (ii) routine legal expenses up to $250,000 per year and (iii) routine
legal expenses in excess of $350,000 per 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 agreements; 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)
Term: This Agreement shall become effective on December 1,2005 and
shall remain in effect through December 31, 2006 ("Initial
Term") and, thereafter, for successive terms of one (1) year
each (each a "Renewal Term"), unless and until this Agreement is
terminated in accordance with the provisions of Article 6
hereof.
[END OF SCHEDULE B]
