Exhibit (d)(15)
DRAFT
AMENDMENT NO. 1 DATED AS OF DECEMBER 13, 2007 TO SUB-ADVISORY
AGREEMENT BETWEEN HIGHMARK CAPITAL MANAGEMENT, INC AND BAILARD, INC.
DATED AS OF APRIL 3, 2006 FOR THE
HIGHMARK INTERNATIONAL OPPORTUNITIES FUND
WHEREAS, HIGHMARK CAPITAL MANAGEMENT, INC., a California corporation
(the "Adviser"), and BAILARD, INC, a California corporation (the "Sub-Adviser"),
entered into a Sub-Advisory Agreement dated as of April 3, 2006 (the
"Sub-Advisory Agreement") for the HighMark International Opportunities Fund; 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 16 OF THE SUB-ADVISORY AGREEMENT. Effective as of
December 13, 2007, Section 16 is amended to reflect the following changes
of address:
"16. 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:
Bailard, Inc.
000 Xxxxx Xxxx, Xxxxx 0000
Xxxxxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
TO THE TRUST, THE TRUSTEES 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 28, 2007.
HIGHMARK CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxxx X'Xxxxxxx
--------------------
Name: Xxxxxx X'Xxxxxxx
Title: Vice President
BAILARD, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: Treasurer/Secretary
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