Exhibit(d)(6)
AMENDMENT NO. 2 DATED AS OF DECEMBER 26, 2007 TO THE SMALL CAP VALUE FUND
SUB-ADVISORY AGREEMENT DATED
AS OF SEPTEMBER 28, 2001
WHEREAS, HIGHMARK CAPITAL MANAGEMENT, INC., a California corporation
(the "Adviser"), and LSV ASSET MANAGEMENT, a Delaware general partnership (the
"Sub-Adviser"), entered into a Sub-Advisory Agreement dated as of September 28,
2001 (the "Sub-Advisory Agreement"); and
WHEREAS, the Adviser and the Sub-Adviser (collectively, the "Parties")
desire to amend the Sub-Advisory Agreement as provided herein;
NOW, THEREFORE, the Parties hereby agree as follows:
1. AMENDMENT TO SECTION 15 OF THE SUB-ADVISORY AGREEMENT. Effective as of
December 13, 2007, Section 15 is amended to reflect the following changes
of address:
"15. NOTICES. Any notices, advise or report to be given pursuant to
this Agreement shall be delivered or mailed as set forth
below:
TO ADVISER AT:
HighMark Capital Management, Inc.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: President & CEO
TO THE SUB-ADVISER AT:
LSV Asset Management
0 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxxxxx Xxxxxxxx, Partner and Chief Operating Officer
TO THE TRUST OR THE FUND AT:
HighMark Funds
c/o HighMark Capital Management
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Vice President, HighMark Funds Administration"
2. DEFINED TERMS: CONFIRMATION OF OTHER TERMS OF THE SUB-ADVISORY
AGREEMENT. Any capitalized terms used herein and not defined herein shall have
the meaning assigned to it in the Sub-Advisory Agreement. The Sub-Advisory
Agreement, as amended as provided herein, is hereby confirmed as being in full
force and effect in accordance with its terms.
3. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, which together shall constitute one instrument.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of
December 26, 2007.
HIGHMARK CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxxx X'xxxxxxx
--------------------
Name: Xxxxxx X'Xxxxxxx
Title: Vice President
LSV ASSET MANAGEMENT
By: /s/ Xxxxxxxx Xxxxxxxx
---------------------
Name: Xxxxxxxx Xxxxxxxx
Title: COO
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