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U.S SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24f-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
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1. Name and address of issuer:
THE HIGHMARK GROUP
3435 STELZER RD.
COLUMBUS, OHIO 43219
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2. Name of each series or class of funds for which this notice is filed:
SEE EXHIBIT A
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3. Investment Company Act File Number: 811-5059
Securities Act File Number: 33-12608
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4. Last day of fiscal year for which this notice is filed:
JULY 31, 1996
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1). If
applicable (see Instruction A.6):
N/A
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule 24f-2
in a prior fiscal year, but which remained unsold at the beginning of the
fiscal year:
NONE
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
NONE
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9. Number and aggregate sale price of securities sold during the fiscal year:
$5,476,070,601.02 Price
5,366,784,097.01 Shares
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
$5,476,070,601.02 Price
5,366,784,097.01 Shares
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
$41,597,079.33 Price
19,081,741.14 Shares
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2: $5,476,070,601.02
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans: $ 41,597,079.33
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year: $5,413,687,456.64
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(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2: $ 0
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(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2: $ 103,980,223.71
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(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation: 1/2900
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(vii) Fee due: $ 35,855.25
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Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures.
[ x ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
09/26/96
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By(Signature and Title)* /s/ Mark E. Nagle
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Mark E. Nagle, Treasurer
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Date September 18, 1996
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*Please print the name and title of the signing officer below the signature.
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EXHIBIT A
THE HIGHMARK GROUP
THE DIVERSIFIED OBLIGATIONS FUND
INVESTOR SHARES
FIDUCIARY SHARES
THE U.S. GOVERNMENT OBLIGATIONS FUND
INVESTOR SHARES
FIDUCIARY SHARES
THE 100% U.S. TREASURY OBLIGATIONS FUND
INVESTOR SHARES
FIDUCIARY SHARES
THE CALIFORNIA TAX-FREE FUND
INVESTOR SHARES
FIDUCIARY SHARES
THE TAX-FREE FUND
INVESTOR SHARES
FIDUCIARY SHARES
THE GROWTH FUND
INVESTOR SHARES
FIDUCIARY SHARES
THE INCOME AND GROWTH FUND
INVESTOR SHARES
FIDUCIARY SHARES
THE INCOME EQUITY FUND
INVESTOR SHARES
FIDUCIARY SHARES
THE BALANCED FUND
INVESTOR SHARES
FIDUCIARY SHARES
THE BOND FUND
INVESTOR SHARES
FIDUCIARY SHARES
THE GOVERNMENT BOND FUND
INVESTOR SHARES
FIDUCIARY SHARES
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[ROPES & GRAY LETTERHEAD]
September 24, 1996
The HighMark Group
3435 Stelzer Road
Columbus, Ohio 43219-3035
Gentlemen:
On or before September 30, 1996, we will file on your behalf a
Rule 24f-2 Notice (the "Notice") with the Securities and Exchange Commission
(the "Commission") pursuant to Rule 24f-2 (the "Rule") under the Investment
Company Act of 1940, as amended, making definite the registration of
5,385,865,838.15 units of beneficial interest, no par value (the "Shares"), of
the following series of The HighMark Group (the "Trust"): the Growth Fund, the
Income and Growth Fund, the Income Equity Fund, the Balanced Fund, the Bond
Fund, the Government Bond Fund, the Diversified Obligations Fund, the U.S.
Government Obligations Fund, the 100% U.S. Treasury Obligations Fund, the
California Tax-Free Fund and the Tax- Free Fund (each a "Fund"), sold in
reliance upon the Rule during your fiscal year ended July 31, 1996.
We have examined your Declaration of Trust, as amended, on file
in the office of the Secretary of State of The Commonwealth of Massachusetts and
are familiar with the action taken by your Trustees to authorize the issue and
sale from time to time of authorized and unissued shares of each Fund at not
less than net asset value. We have also examined a copy of your Code of
Regulations, as amended, and such other documents and records as we have deemed
necessary for the purposes of this opinion.
Based on the foregoing, we are of the opinion that the Shares
have been duly authorized and validly issued and are fully paid and
non-assessable.
The Trust is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law, shareholders could, in
certain circumstances, be held personally liable for the obligations of the
Trust. However, the Declaration of Trust, as amended, disclaims shareholder
liability for acts or obligations of the Trust and requires that notice of such
disclaimer be given in each agreement, obligation or instrument entered into or
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The HighMark Group -2- September 24, 1996
executed by the Trust or its Trustees. The Declaration of Trust, as amended,
provides for indemnification out of the property of the particular series of
shares for all loss and expense of any shareholder of that series held
personally liable solely by reason of his being or having been such a
shareholder. Thus, the risk of shareholder liability is limited to circumstances
in which that series of shares itself would be unable to meet its obligations.
We consent to this opinion accompanying the Notice when filed
with the Commission.
Very truly yours,
/S/Ropes & Gray
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Ropes & Gray
