The Chiefs made 14 changes (9 to the starting 15) to their team to play the Lions at Waikato Stadium in Hamilton on Saturday.
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Hooker Nathan Harris and prop Josh Hohneck get their first starts of the Super Rugby season, while Tanerau Latimer moves into the No.6 jersey in the forwards.
Tawera Kerr-Barlow is the starting scrumhalf, with James Lowe getting his first start on the wing since returning from injury.
Tom Marshall comes in at inside centre and is joined in the midfield by Charlie Ngatai.
Dwayne Sweeney starts on the right wing.
Tim Nanai-Williams moves from the wing back to fullback.
In the five changes to the bench, Mahonri Schwalger moves into the replacements and is joined by Ben Tameifuna for the first time this season.
Mike Fitzgerald, Andrew Horrell and Bundee Aki all make up the new additions to the bench this week’s Round 12 fixture.
Chiefs: 15 Tim Nanai-Williams, 14 Dwayne Sweeney, 13 Charlie Ngatai, 12 Tom Marshall, 11 James Lowe, 10 Gareth Anscombe, 9 Tawera Kerr-Barlow, 8 Liam Messam, 7 Sam Cane, 6 Tanerau Latimer, 5 Brodie Retallick, 4 Ross Filipo, 3 Josh Hohneck, 2 Nathan Harris, 1 Pauliasi Manu
Replacements: 16 Mahonri Schwalger, 17 Jamie Mackintosh, 18 Ben Tameifuna, 19 Matt Symons, 20 Mike Fitzgerald, 21 Brad Weber, 22 Bundee Aki, 23 Andrew Horrell.
Date: Satuday 3 May
Venue: Waikato Stadium, Hamilton
Kick-Off: 09:35 SA Time (19:35 NZ Time, 07:35 GMT)
Referee: Chris Pollock (New Zealand)
Assistant Referees: Mike Fraser (New Zealand), Mike Lash (New Zealand)
TMO: Ben Skeen (New Zealand)