0001193125-09-199848 Sample Contracts

HIGHMARK CAPITAL MANAGEMENT, INC. SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • September 29th, 2009 • Highmark Funds /Ma/ • Massachusetts

This AGREEMENT is effective as of June 8, 2009, by and between HIGHMARK CAPITAL MANAGEMENT, INC. (“Adviser”) and ZIEGLER CAPITAL MANAGEMENT, LLC, a Wisconsin limited liability company, which is an investment adviser registered under the laws of the United States as an investment adviser under the Investment Advisers Act of 1940, as amended (“Sub-Adviser”).

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AMENDED AND RESTATED EXHIBIT A
Highmark Funds /Ma/ • September 29th, 2009

THIS AMENDED AND RESTATED EXHIBIT A, amended and restated as of June 8, 2009 for the addition of HighMark Equity Income Fund, HighMark Geneva Growth Fund, HighMark Geneva Small Cap Growth Fund, HighMark NYSE Arca Tech 100 Index Fund, and HighMark Wisconsin Tax-Exempt Fund, is the Amended and Restated Exhibit A to that certain Sub-Administration and Accounting Services Agreement dated as of December 3, 2007 between PNC Global Investment Servicing (U.S.) Inc. (formerly PFPC Inc.) and HighMark Capital Management, Inc.

AMENDED AND RESTATED EXHIBIT A
Highmark Funds /Ma/ • September 29th, 2009

THIS AMENDED AND RESTATED EXHIBIT A, amended and restated as of June 8, 2009 for the addition of HighMark Equity Income Fund, HighMark Geneva Growth Fund, HighMark Geneva Small Cap Growth Fund, HighMark NYSE Arca Tech 100 Index Fund, and HighMark Wisconsin Tax-Exempt Fund, is the Amended and Restated Exhibit A to that certain Underwriting Agreement dated as of December 1, 2008 between HighMark Funds Distributors, Inc. and HighMark Funds.

TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN HIGHMARK FUNDS AND BOSTON FINANCIAL DATA SERVICES, INC.
Transfer Agency and Service Agreement • September 29th, 2009 • Highmark Funds /Ma/ • Massachusetts

THIS AGREEMENT made as of the 1st day of August, 2009, by and between HIGHMARK FUNDS, a Massachusetts business trust having its principal office and place of business at 350 California Street, Suite 1600, San Francisco, CA 94104 (the “Trust”) and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at 2 Heritage Drive, North Quincy, Massachusetts 02171 (the “Transfer Agent”).

Appendix B Custodian Agreement Effective June 8, 2009
Custodian Agreement • September 29th, 2009 • Highmark Funds /Ma/
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