AMENDMENT NO. 1 DATED AS OF OCTOBER 27, 2005 TO
SUB-ADVISORY AGREEMENT DATED AS OF APRIL 28, 2003
WHEREAS, HIGHMARK CAPITAL MANAGEMENT, INC., a California corporation
(the "Adviser"), and CHARTWELL INVESTMENT PARTNERS, a Pennsylvania Partnership
(the "Sub-Adviser"), entered into a Sub-Advisory Agreement dated as of April 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:
1.1. AMENDMENTS TO SECTION 11 OF THE SUB-ADVISORY AGREEMENT. Effective as of
October 27, 2005, the third paragraph of Section 11 of the Sub-Advisory
Agreement is hereby amended to read in its entirety as follows:
"Notwithstanding the foregoing, this Agreement may at any time
be terminated, without the payment of any penalty, on sixty
days' written notice to the Sub-Adviser by the Adviser, by
vote of the Board of Trustees of the Trust or by vote of a
majority of the outstanding voting securities of the Fund.
This Agreement may be terminated at any time, without the
payment of any penalty, on 120 days' written notice by the
Sub-Adviser to the Adviser. This Agreement will immediately
terminate in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting
securities", "interested persons" and "assignment" have the
same meaning of such terms in the `40 Act.)"
2. DEFINED TERMS; CONFIRMATION OF OTHER TERMS OF THE SUB-ADVISORY AGREEMENT. Any
capitalized term 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.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of
October 27, 2005.
HIGHMARK CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxx X Xxxx
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Name: Xxxxx X. Xxxx
Title: Chairman of the Board, President & CEO
CHARTWELL INVESTMENT PARTNERS
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx, CFA
Title: Managing Partner, CEO
