Exhibit (d)(9) AMENDMENT NO. 2 DATED AS OF DECEMBER 13, 2007 TO THE HIGHMARK LARGE CAP VALUE FUND SUB-ADVISORY AGREEMENT DATED AS OF MARCH 28, 2003 WHEREAS, HIGHMARK CAPITAL MANAGEMENT, INC., a California corporation (the "Adviser"), and...

                                                                  Exhibit (d)(9)

     AMENDMENT NO. 2 DATED AS OF DECEMBER 13, 2007 TO THE HIGHMARK LARGE CAP
          VALUE FUND SUB-ADVISORY AGREEMENT DATED AS OF MARCH 28, 2003


         WHEREAS, HIGHMARK CAPITAL MANAGEMENT, INC., a California corporation
(the "Adviser"), and XXXXXXX+XXXXXXX+XXXXX, XX, a Delaware limited partnership
(the "Sub-Adviser"), entered into a Sub-Advisory Agreement dated as of March 28,
2003 (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:
                  XXXXXXX+XXXXXXX+XXXXX, XX
                  000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx Xxxxx
                  Xxxxxxxxxxxx, XX 00000
                  Attention: Xxxxxxxx X. Xxxxxxx, Managing Principal

                  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
January 2, 2008.


                                              HIGHMARK CAPITAL MANAGEMENT, INC.


                                              By:  /s/ Xxxxxx X'Xxxxxxx
                                                   --------------------
                                                   Name:  Xxxxxx X'Xxxxxxx
                                                   Title: Vice President


                                              XXXXXXX+XXXXXXX+XXXXX, XX


                                              By:  /s/ Xxxxxxxx X. Xxxxxxx
                                                   -----------------------
                                                   Name:  Xxxxxxxx X. Xxxxxxx
                                                   Title: Managing Principal