SHAREHOLDER SERVICE PLAN AND AGREEMENT
HIGHMARK FUNDS
Fiduciary Shares
HighMark Funds (the "Fund"), an open-end investment company registered
under the Investment Company Act of 1940, as amended, hereby retains HighMark
Capital Management, Inc. (the "Master Service Provider") to itself provide or to
compensate other service providers to provide the shareholder services described
in Section 1 to the Fund (such other service providers that provide any such
services, collectively with the Master Service Provider, the "Service
Providers"). The Master Service Provider is willing to provide or to compensate
other service providers to provide, such services in accordance with the terms
and conditions of this shareholder service plan and agreement ("Plan and
Agreement"). This Plan and Agreement supersedes the previous Plan and Agreement
for Fiduciary Shares, dated June 17, 1998 and December 1, 2005, respectively.
Section 1. The Master Service Provider agrees to provide , or will enter into
written agreements with one or more other Service Providers (which may include
Union Bank of California N.A., or any other affiliate of the Master Service
Provider) pursuant to which these other Service Providers will provide, one or
more of the following shareholder services to the Fund with respect to some or
all of the shareholders who from time to time beneficially own fiduciary class
shares in the Fund (Such fiduciary class shares in the Fund are herein referred
to as the "Shares" and the shareholders who from time to time beneficially own
such Shares, are herein referred to as the "Shareholders"):
(i) maintaining accounts relating to Shareholders that invest in
Shares;
(ii) providing information periodically to Shareholders showing their
positions in Shares;
(iii) arranging for bank wires;
(iv) responding to Shareholder inquiries relating to the services
performed by the Service Provider;
(v) responding to inquiries from Shareholders 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
Shareholders;
(vii) processing purchase, exchange, and redemption requests from
Shareholders and placing such orders with the Fund or its service
providers;
(viii) assisting Shareholders in changing dividend options, account
designations, and addresses;
(ix) providing sub-accounting with respect to Shares beneficially
owned by Shareholders;
(x) processing dividend payments from the Fund on behalf of the
Shareholders; and
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(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 Providers 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 Providers' respective businesses,
or any personnel employed by the Service Providers) as may be reasonably
necessary or beneficial in order to provide the aforementioned services and
assistance to Shareholders.
Section 3. Neither the Service Providers nor any of their 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 Master Service Provider, or in such supplemental literature or advertising
as may be authorized in writing.
Section 4. For purposes of this Plan and Agreement, the Service Providers will
be deemed to be independent contractors with respect to the services provided
hereunder, and will have no authority to act as agent for the Fund in any matter
or in any respect. The Fund agrees to and does release, indemnify, and hold the
Master Service Provider harmless from and against any and all direct or indirect
liabilities or losses to the extent resulting from (i) the Fund's negligence or
willful misconduct in carrying out its duties and responsibilities under this
Plan and Agreement, or (ii) any breach by the Fund of any material provision of
this Plan and Agreement. By its written acceptance of this Plan and Agreement,
the Master 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 to the extent resulting from (a) the negligence or willful misconduct of
any of the Service Providers in carrying out their duties and responsibilities
under this Plan and Agreement or their agreements with the Masters Service
Provider, or (b) any breach by the Master Service Provider of any material
provision of this Plan and Agreement. The Master 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 Master Service Provider's and the other Service
Providers' responsibilities under this Plan and Agreement.
Section 5. In consideration of the services and facilities provided by the
Master Service Provider hereunder, the Fund will pay to the Master Service
Provider, and the Master Service Provider will accept as full payment therefor,
a fee at an annual rate of up to .25% (twenty-five basis points) of the average
daily net asset value of all Shares of the Fund, which fee will be computed
daily and paid monthly. Payment of any other Service Provider providing
shareholder services pursuant to this Plan and Agreement shall be the sole
obligation of Master Service Provider. The foregoing fee shall not be limited by
the amount of expenses incurred by the Master Service Provider and any other
Service Provider engaged by Master Service Provider in providing shareholder
services pursuant to this Plan and Agreement.
Section 6. This Plan and Agreement will become effective on the date set forth
in Section 10 below and shall continue until it is terminated by either party.
This Plan and Agreement is terminable with respect to the Shares of any
Portfolio, without penalty, at any time by the Fund or by the Master Service
Provider upon written notice.
Section 7. All notices and other communications to either the Fund or to the
Master Service Provider will be duly given if mailed, telegraphed, telefaxed, or
transmitted by similar communications device to the appropriate address stated
below, or to such other address as either party shall so provide the other.
HighMark Funds HighMark Capital Management, Inc.
Attn: VP of Fund Administration Attn: Xxxx Xxxxx
000 Xxxxxxxxxx Xx., 00xx Xxxxx 000 X. Xxxxxxxx Xx., Xxxxx 000
Xxx Xxxxxxxxx, XX 00000 Xxx Xxxxxxx, XX 00000
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Section 8. This Plan and Agreement will be construed in accordance with the laws
of The Commonwealth of Massachusetts and may not be "assigned" by either party
hereto as that term is defined in the Investment Company Act of 1940. The names
"HighMark Funds" and "Board of Trustees" refer respectively to the trust created
and the Trustees, as trustees but not individually or personally, acting from
time to time under a Declaration of Trust dated as of March 10, 1987 to which
reference is hereby made and a copy of which is on file at the office of the
Secretary of The Commonwealth of Massachusetts and elsewhere as required by law,
and to any and all amendments thereto so filed or hereafter filed. The
obligations of "HighMark Funds" entered into in the name or on behalf thereof by
any of the Trustees, representatives or agents are made not individually, but in
such capacities, and are not binding upon any of the Trustees, interest holders
or representatives of the Fund personally, but bind only the assets of the Fund,
and all persons dealing with any series of the Fund must look solely to the
assets of such series for the enforcement of any claims against the Fund with
respect to such series.
Section 9. This Plan and Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
Section 10. This Plan and Agreement shall be effective as of July 1, 2006.
By their signatures, the Fund and the Master Service Provider agree to the terms
of this Plan and Agreement.
HIGHMARK FUNDS HIGHMARK CAPITAL MANAGEMENT, INC.
(Master Service Provider)
By: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxx Xxxxx
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Date: July 20, 2006 Date: July 21, 2006
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