Exhibit 99.h.3
SUB-ADMINISTRATION AGREEMENT
AGREEMENT made this 1st day of September, 1998, between SEI INVESTMENTS
MUTUAL FUNDS SERVICES ("SEI"), a Delaware business trust, and having its
principal place of business at ▇▇▇▇, ▇▇ ▇▇▇▇▇, and HIGHMARK CAPITAL MANAGEMENT,
INC. (the "Sub-Administrator"), a California corporation having its main office
at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, SEI has entered into an Administration Agreement, dated February
15, 1997, (the "Administration Agreement"), with HighMark Funds ("HighMark"), a
Massachusetts business trust having its principal place of business at ▇▇▇▇, ▇▇
▇▇▇▇▇, concerning the provision of management and administrative services for
the investment portfolios of HighMark identified on Schedule A hereto, as such
Schedule shall be amended from time to time (individually referred to herein as
the "Fund" and collectively as the "Funds"); and
WHEREAS, SEI desires to retain the Sub-Administrator to assist it in
performing administrative services with respect to each Fund and the
Sub-Administrator is willing to perform such services on the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. SERVICES AS SUB-ADMINISTRATOR. The Sub-Administrator will assist SEI in
providing administrative services with respect to each Fund as may be reasonably
requested by SEI from time to time. Such services may include, but are in no way
limited to, such clerical, bookkeeping, accounting, stenographic, and
administrative services which will enable SEI to more efficiently perform its
obligations under the Management and Administration Agreement. Specific
assignments may include:
(i) With regard to the investment adviser to HighMark, and at the
direction of SEI, to:
a. advise with regard to various compliance requirements including
but not limited to the performance of credit analysis as required
by Rule 2a-7 under the Investment Company Act of 1940, as amended
(the "1940 Act");
b. assist in the preparation of Trustees' compliance reports;
c. assist in the resolution of other technical issues of a
non-compliance nature; and
d. serve as on-site liaison;
(ii) Gathering of information deemed necessary by SEI to support (a)
required state regulatory filings (including filings required to be made
with California tax, blue sky and bank agencies) and (b) required federal
regulatory filings;
(iii) Preparation of statistical and research data;
(iv) Assistance in the preparation of HighMark's Annual and Semi-Annual
Reports to Shareholders; and
(v) Assistance in the gathering of data from the investment advisor to
HighMark for inclusion in SEI's periodic reports to the Trustees.
The Sub-Administrator will keep and maintain all books and records relating to
its services in accordance with Rule 31a-1 under the 1940 Act.
2. COMPENSATION; REIMBURSEMENT OF EXPENSES. SEI shall pay the
Sub-Administrator for the services to be provided by the Sub-Administrator under
this Agreement in accordance with, and in the manner set forth in, Schedule B
hereto. In addition, SEI agrees to reimburse the Sub-Administrator for the
Sub-Administrator's reasonable out-of-pocket expenses in providing services
hereunder.
3. EFFECTIVE DATE. This Agreement shall become effective with respect to a
Fund as of the date first written above (or, if a particular Fund is not in
existence on that date, on the date specified in the amendment to Schedule A to
this Agreement relating to such Fund or, if no date is specified, the date on
which such amendment is executed) (the "Effective Date").
4. TERM. This Agreement shall become effective with respect to a Fund,
unless earlier terminated by either party hereto as provided hereunder, until
July 31, 1999, and thereafter shall be renewed automatically for successive
one-year terms unless written notice not to renew is given by the non-renewing
party to the other party at least 60 days prior to the expiration of the
then-current term; provided, however, that after such termination for so long as
the Sub-Administrator, with the written consent of SEI, in fact continues to
perform any one or more of the services contemplated by this Agreement or any
schedule or exhibit hereto, the provisions of this Agreement, including without
limitation the provisions dealing with indemnification, shall continue in full
force and effect, and further provided however, that this agreement shall
terminate in any event upon the termination of the Administration Agreement.
Either party to this Agreement may terminate such Agreement prior to the
expiration of the initial term set forth above by providing the other party with
written notice of such termination at least 60 days prior to the date upon which
such termination shall become effective. Compensation due the Sub-Administrator
and unpaid by SEI upon such termination shall be immediately due and payable
upon and notwithstanding such termination. The Sub-Administrator shall be
entitled to collect from SEI, in addition to the compensation described under
paragraph 2 hereof, the amount of all
the Sub-Administrator's cash disbursements for services in connection with the
Sub-Administrator's activities in effecting such termination, including without
limitation, the delivery to SEI, HighMark, and/or their respective designees of
HighMark's property, records, instruments and documents, or any copies thereof.
Subsequent to such termination for a reasonable fee to be paid by SEI, the
Sub-Administrator will provide SEI and/or HighMark with reasonable access to any
HighMark documents or records remaining in its possession.
5. STANDARD OF CARE; RELIANCE ON RECORDS AND INSTRUCTIONS; INDEMNIFICATION.
The Sub-Administrator shall use its best efforts to insure the accuracy of all
services performed under this Agreement, but shall not be liable to SEI or
HighMark for any action taken or omitted by the Sub-Administrator in the absence
of bad faith, willful misfeasance, negligence or from reckless disregard by it
of its obligations and duties. SEI agrees to indemnify and hold harmless the
Sub-Administrator, its employees, agents, directors, officers and nominees from
and against any and all claims, demands, actions and suits, whether groundless
or otherwise, and from and against any and all judgments, liabilities, losses,
damages, costs, charges, counsel fees and other expenses of every nature and
character arising out of or in any way relating to the Sub-Administrator's
actions taken or nonactions with respect to the performance of services under
this Agreement with respect to a Fund or based, if applicable, upon reasonable
reliance on information, records, instructions or requests with respect to such
Fund given or made to the Sub-Administrator by a duly authorized representative
of SEI; provided that this indemnification shall not apply to actions or
omissions of the Sub-Administrator in cases of its own bad faith, willful
misfeasance, negligence or from reckless disregard by it of its obligations and
duties, and further provided that prior to confessing any claim against it which
may be the subject of this indemnification, the Sub-Administrator shall give SEI
written notice of and reasonable opportunity to defend against said claim in its
own name or in the name of the Sub-Administrator.
6. RECORD RETENTION AND CONFIDENTIALITY. The Sub-Administrator shall keep
and maintain on behalf of HIGHMARK all books and records which HighMark and the
Sub-Administrator are, or may be, required to keep and maintain in connection
with the services to be provided hereunder pursuant to any applicable statutes,
rules and regulations, including without limitation Rules 31a-1 and 31a-2 under
the 1940 Act. The Sub-Administrator further agrees that all such books and
records shall be the property of HighMark and to make such books and records
available for inspection by HighMark, by SEI, or by the Securities and Exchange
Commission at reasonable times and otherwise to keep confidential all books and
records and other information relative to HighMark and its shareholders; except
when requested to divulge such information by duly-constituted authorities or
court process.
7. UNCONTROLLABLE EVENTS. The Sub-Administrator assumes no responsibility
hereunder, and shall not be liable, for any damage, loss of data, delay or any
other loss whatsoever caused by events beyond its reasonable control.
8. RIGHTS OF OWNERSHIP. All computer programs and procedures developed to
perform the services to be provided by the Sub-Administrator under this
Agreement are the property of the Sub-Administrator. All records and other data
except such computer programs and procedures are the exclusive property of
HighMark and all such other records and data will be furnished to SEI and/or
HighMark in appropriate form as soon as practicable after termination of this
Agreement for any reason.
9. RETURN OF RECORDS. The Sub-Administrator may at its option at any time,
and shall promptly upon the demand of SEI and/or HighMark, turn over to SEI
and/or HighMark and cease to retain the Sub-Administrator's files, records and
documents created and maintained by the Sub-Administrator pursuant to this
Agreement which are no longer needed by the Sub-Administrator in the performance
of its services or for its legal protection. If not so turned over to SEI and/or
HighMark, such documents and records will be retained by the Sub-Administrator
for six years from the year of creation. At the end of such six-year period,
such records and documents will be turned over to SEI and/or HighMark unless
HighMark authorizes in writing the destruction of such records and documents.
10. REPRESENTATIONS OF SEI. SEI certifies to the Sub-Administrator that
this Agreement has been duly authorized by SEI and, when executed and delivered
by SEI, will constitute a legal, valid and binding obligation of SEI,
enforceable against SEI in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.
11. REPRESENTATIONS OF THE SUB-ADMINISTRATOR. The Sub-Administrator
represents and warrants that: (1) the various procedures and systems which the
Sub-Administrator has implemented with regard to safeguarding from loss or
damage attributable to fire, theft, or any other cause of the records and other
data of HighMark and the Sub-Administrator's records, data, equipment facilities
and other property used in the performance of its obligations hereunder are
adequate and that it will make such changes therein from time to time as are
required for the secure performance of it obligations hereunder, and (2) this
Agreement has been duly authorized by the Sub-Administrator and, when executed
and delivered by the Sub-Administrator, will constitute a legal, valid and
binding obligation of the Sub-Administrator, enforceable against the
Sub-Administrator in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.
12. INSURANCE. The Sub-Administrator shall notify SEI should any of its
insurance coverage be cancelled or reduced. Such notification shall include the
date of change and the reasons therefor. The Sub-Administrator shall notify SEI
of any material claims against it with respect to services performed under this
Agreement, whether or not they may be covered by insurance, and shall notify SEI
from time to time as may be appropriate of the total outstanding claims made by
the Sub-Administrator under its insurance coverage.
13. NOTICES. Any notice provided hereunder shall be sufficiently given when
sent by registered or certified mail to SEI at the following address: ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇, and to the Sub-Administrator at the following
address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇ ▇▇▇ ▇▇▇▇▇,▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or
at such other address as either party may from time to time specify in writing
to the other party pursuant to this Section.
14. HEADINGS. Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this Agreement.
15. ASSIGNMENT. This Agreement and the rights and duties hereunder shall
not be assignable with respect to a Fund by either of the parties hereto except
by the specific written consent of the other party and with the specific written
consent of HighMark.
16. GOVERNING LAW. This Agreement shall be governed by and provisions shall
be construed in accordance with the laws of The Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
SEI INVESTMENTS MUTUAL FUNDS SERVICES
By: __________________
Title: _______________
HIGHMARK CAPITAL MANAGEMENT, INC.
By: ___________________
Title: ________________
SCHEDULE A
TO THE SUB-ADMINISTRATION AGREEMENT
BETWEEN
SEI INVESTMENTS MUTUAL FUNDS SERVICES
AND
HIGHMARK CAPITAL MANAGEMENT, INC.
NAME OF FUND
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 Income Equity Fund
HighMark Bond Fund
HighMark Intermediate Term Bond Fund
HighMark California Intermediate Term Bond Fund
HighMark Government Securities Fund
HighMark Convertible Securities Fund
HighMark Value Momentum Fund
HighMark Blue Chip Growth Fund
HighMark Emerging Growth Fund
HighMark International Equity Fund
SEI INVESTMENTS MUTUAL FUNDS SERVICES
By: __________________
Title: _______________
HIGHMARK CAPITAL MANAGEMENT, INC
By: __________________
Title: _______________
SCHEDULE B
TO THE SUB-ADMINISTRATION AGREEMENT
BETWEEN
SEI INVESTMENTS MUTUAL FUNDS SERVICES
AND
HIGHMARK CAPITAL MANAGEMENT, INC
NAME OF FUND
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 Income Equity Fund
HighMark Bond Fund
HighMark Intermediate Term Bond Fund
HighMark California Intermediate Term Bond Fund
HighMark Government Securities Fund
HighMark Convertible Securities Fund
HighMark Value Momentum Fund
HighMark Blue Chip Growth Fund
HighMark Emerging Growth Fund
HighMark International Equity Fund
COMPENSATION
Annual Rate of up to 0.05% of each Fund's average daily net assets
SEI INVESTMENTS MUTUAL HIGHMARK CAPITAL
FUNDS SERVICES MANAGEMENT, INC.
By:_____________________ By: ____________________
Title:__________________ Title: _________________