0001354488-09-000314 Sample Contracts

HIGHMARK CAPITAL MANAGEMENT, INC. FORM OF SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • March 24th, 2009 • Highmark Funds /Ma/ • Massachusetts

This AGREEMENT is effective as of ___________________, 2009, by and between HIGHMARK CAPITAL MANAGEMENT, INC. (“Adviser”) and ZIEGLER CAPITAL MANAGEMENT, LLC, a Wisconsin limited liability corporation, 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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FORM OF AMENDED AND RESTATED EXHIBIT A
Highmark Funds /Ma/ • March 24th, 2009

THIS AMENDED AND RESTATED EXHIBIT A, amended and restated as of [ ], 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.

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