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EXHIBIT 9(e)
FORM OF SUB-ADMINISTRATION AGREEMENT BETWEEN SEI FUND RESOURCES
AND UNION BANK OF CALIFORNIA, N.A.
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FORM OF
SUB-ADMINISTRATION AGREEMENT
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AGREEMENT made this ___ day of _________, 1997, between SEI FUND
RESOURCES ("SEI"), a Delaware business trust, and having its principal place of
business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, and UNION BANK OF
CALIFORNIA, N.A. (the "Sub-Administrator"), a national banking association
having its main office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P.O. Box 45000, ▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, SEI has entered into a Management and Administration
Agreement, dated February 15, 1997 (the "Management and 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:
17. 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;
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(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.
18. 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.
19. 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").
20. TERM. This Agreement shall continue in effect with respect to a
Fund, unless earlier terminated by either party hereto as provided hereunder,
until __________, 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. 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
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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.
21. 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.
22. 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.
23. 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.
24. 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.
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25. 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.
26. 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.
27. 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.
28. 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.
29. 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: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, P.O. Box
45000, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other address as either
party may from time to time specify in writing to the other party pursuant to
this Section.
30. HEADINGS. Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this Agreement.
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31. 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.
32. 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.
[SEAL] SEI FUND RESOURCES
By:_______________________
Title:____________________
UNION BANK OF CALIFORNIA, N.A.
By:_______________________
Title:____________________
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Dated: As of , 1997
SCHEDULE A
TO THE SUB-ADMINISTRATION AGREEMENT
BETWEEN
SEI FUND RESOURCES
AND
UNION BANK OF CALIFORNIA, N.A.
NAME OF FUND
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The HighMark U.S. Government Money Market Fund
The HighMark Diversified Money Market Fund
The HighMark 100% U.S. Treasury Money Market Fund
The HighMark California Tax-Free Money Market Fund
The HighMark Balanced Fund
The HighMark Growth Fund
The HighMark Income Equity Fund
The HighMark Bond Fund
The HighMark Value Momentum Fund
The HighMark Blue Chip Growth Fund
The HighMark Emerging Growth Fund
The HighMark International Equity Fund
The HighMark Intermediate-Term Bond Fund
The HighMark Government Securities Fund
The HighMark Convertible Securities Fund
The HighMark California Intermediate Tax-Free Bond Fund
SEI FUND RESOURCES
By: ________________________
Title:______________________
UNION BANK OF CALIFORNIA, N.A.
By: ________________________
Title:______________________
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Dated: As of ___________, 1997
SCHEDULE B
TO THE SUB-ADMINISTRATION AGREEMENT
BETWEEN
SEI FUND RESOURCES
AND
UNION BANK OF CALIFORNIA, N.A.
NAME OF FUND COMPENSATION(2)
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The HighMark U.S. Government Money Market Fund Annual Rate of up to
The HighMark Diversified Money Market Fund ____one-hundredths (.__%)
The HighMark 100% U.S. Treasury Money Market Fund of each such Fund's
The HighMark California Tax-Free Money Market Fund average daily net assets
The HighMark Balanced Fund
The HighMark Growth Fund
The HighMark Income Equity Fund
The HighMark Bond Fund
The HighMark Value Momentum Fund
The HighMark Blue Chip Growth Fund
The HighMark Emerging Growth Fund
The HighMark International Equity Fund
The HighMark Intermediate-Term Bond Fund
The HighMark Government Securities Fund
The HighMark Convertible Securities Fund
The HighMark California Intermediate
Tax-Free Bond Fund
SEI FUND RESOURCES
By:________________________
Title: ______________________
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2 All fees are computed daily and paid periodically.
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UNION BANK OF CALIFORNIA, N.A.
By:__________________________
Title:_______________________