The Highlanders have resisted the temptation to throw all their international players back into the mix with Andrew Hore and James Haskell rested.
Hore and Haskell both did duty for their countries last weekend and have only been included on the bench for the clash with the Chiefs with the fresher Jason Rutledge and Tim Boys preferred for the starting XV.
Head coach Jamie Joseph has made the call that Ben Smith, Hosea Gear, Aaron Smith and Adam Thomson are all too valuable to rest this weekend despite having featured for the All Blacks against Ireland just six days prior to the Chiefs match.
Elsewhere in the pack prop Ma'afu Fia has come back into the front row in place of Chris King, who drops onto the bench, while Nick Crosswell starts at lock ahead of Josh Bekhuis.
There is also a change in the backline from the Highlanders last outing, with Kade Poki returning to the right wing in place of Kurt Baker.
Highlanders: 15 Ben Smith, 14 Kade Poki, 13 Tamati Ellison, 12 Phil Burleigh, 11 Hosea Gear, 10 Chris Noakes, 9 Aaron Smith, 8 Nasi Manu, 7 Tim Boys, 6 Adam Thomson, 5 Nick Crosswell, 4 Jarrad Hoeata, 3 Ma'afu Fia, 2 Jason Rutledge, 1 Jamie Mackintosh (captain).
Replacements: 16 Andrew Hore, 17 Chris King, 18 Josh Bekhuis, 19 James Haskell, 20 Jimmy Cowan, 21 Mike Delany, 22 Buxton Popoali'i.
Date: Friday, June 29
Venue: Forsyth Barr Stadium, Dunedin
Kick-off: 19.35 (07.35 GMT)
Referee: Garratt Williamson (New Zealand)
Assistant referees: Nick Briant (New Zealand), Kane McBride (New Zealand)
TMO: Vinny Munro (New Zealand)