0001354488-09-000192 Sample Contracts

HIGHMARK CAPITAL MANAGEMENT, INC. FORM OF SUB-ADVISORY AGREEMENT

Sub-Advisory Agreement • February 24th, 2009 • Highmark Funds /Ma/ • Massachusetts

• Contract Type
  Sub-Advisory Agreement
• Filed
  February 24th, 2009
• Company
  Highmark Funds /Ma/
• Jurisdiction
  Massachusetts

This AGREEMENT is effective as of ___________________, 2009, by and between HIGHMARK CAPITAL MANAGEMENT, INC. (“Adviser”) and GENEVA CAPITAL MANAGEMENT LTD., a Wisconsin 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”).

FORM OF AMENDED AND RESTATED EXHIBIT A

Underwriting Agreement • February 24th, 2009 • Highmark Funds /Ma/

• Contract Type
  Underwriting Agreement
• Filed
  February 24th, 2009
• Company
  Highmark Funds /Ma/

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 Underwriting Agreement dated as of December 1, 2008 between HighMark Funds Distributors, Inc. and HighMark Funds.