<PAGE> 1
As filed with the Securities and Exchange Commission
on February 25, 1997
Registration Nos. 33-12608 and 811-5059
-------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No.
Post-Effective Amendment No. 20 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT [X]
COMPANY ACT OF 1940
Amendment No. 23 [X]
HIGHMARK FUNDS
(Exact Name of Registrant as Specified in Charter)
Oaks, Pennsylvania 19456
(Address of principal executive offices)
(800) 433-6884
(Registrant's telephone number, including area code)
Name and address of agent for service:
Martin E. Lybecker, Esq.
Ropes & Gray
One Franklin Square
1301 K Street, N.W., Suite 800 East
Washington, D.C. 20005
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b), or
[X] on March 28, 1997 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on [date] pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on [date] pursuant to paragraph (a)(ii) of Rule 485
If appropriate, check the following box:
[X] this post-effective amendment designates a new effective date for
post-effective amendment No. 19 filed on December 13, 1996.
Pursuant to Rule 24f-2(a) under the Investment Company Act of 1940,
the Registrant has registered an indefinite number or amount of its shares of
beneficial interest under the Securities Act of 1933. The Registrant filed a
Rule 24f-2 Notice with respect to the Registrant's fiscal year ended July 31,
1996 on September 27, 1996.
<PAGE> 2
HighMark Growth Fund
HighMark Income Equity Fund
HighMark Balanced Fund
HighMark Value Momentum Fund
HighMark Blue Chip Growth Fund
HighMark Emerging Growth Fund
HighMark International Equity Fund
HighMark Bond Fund
HighMark Intermediate-Term Bond Fund
HighMark Government Securities Fund
HighMark Convertible Securities Fund
HighMark California Intermediate Tax-Free Bond Fund
HighMark Diversified Money Market Fund
HighMark U.S. Government Money Market Fund
HighMark 100% U.S. Treasury Money Market Fund
HighMark California Tax-Free Money Market Fund
The information required by Items 1 through 9 for the above-referenced
investment portfolios of HighMark Funds (the "Registrant") is hereby
incorporated by reference to Part A of Post-Effective Amendment No. 19 to the
Registrant's Registration Statement on Form N-1A, filed with the Securities and
Exchange Commission on December 13, 1996. The information required by items 10
through 23 for the above-referenced investment portfolios of the Registrant is
hereby incorporated by reference to Part B of Post-Effective Amendment No. 19
to the Registrant's Registration Statement on Form N-1A filed with the
Securities and Exchange Commission on December 13, 1996.
<PAGE> 3
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
Included in Part A:
-- Certain Financial Information.
Included in Part B:
-- Report of Independent Certified Public
Accountants for HighMark Funds at July 31,
1996.
-- Statements of Assets and Liabilities
for HighMark Funds at July 31, 1996.
-- Statements of Operations for HighMark
Funds for the year ended July 31,
1996.
-- Statements of Changes in Net Assets
for HighMark Funds for the year ended
July 31, 1996.
-- Schedules of Portfolio Investments
for HighMark Funds at July 31, 1996.
-- Notes to Financial Statements for
HighMark Funds dated July 31, 1996.
-- Financial Highlights for HighMark
Funds for the year ended July 31,
1996. All required financial
statements are included in Part B
hereof. All other financial
statements and schedules are
inapplicable.
(b) Exhibits:
(1) (a) Declaration of Trust, dated March
10, 1987, is incorporated by
reference to Exhibit (1)(a) of
Pre-Effective Amendment No. 1 (filed
May 15, 1987) to Registrant's
Registration Statement on Form N-1A.
1
<PAGE> 4
(b) Amendment to Declaration of Trust,
dated April 13, 1987, is
incorporated by reference to Exhibit
(1)(b) of Pre-Effective Amendment
No. 1 (filed May 15, 1987) to
Registrant's Registration Statement
on Form N-1A.
(c) Amendment to Declaration of Trust,
dated July 13, 1987, is incorporated
by reference to Exhibit (1)(c) of
Pre-Effective Amendment No. 2 (filed
July 24, 1987) to Registrant's
Registration Statement on Form N-1A.
(d) Amendment to Declaration of Trust,
dated July 30, 1987, is incorporated
by reference to Exhibit (1)(d) of
Pre-Effective Amendment No. 3 (filed
July 31, 1987) to Registrant's
Registration Statement on Form N-1A.
(e) Amendment to Declaration of Trust,
dated October 18, 1996, is
incorporated by reference to Exhibit
(1)(e) of Post-Effective Amendment
No. 18 (filed November 8, 1996) to
Registrant's Registration Statement
on Form N-1A.
(f) Amendment to Declaration of Trust,
dated December 4, 1996, is
incorporated by reference to Exhibit
(1)(f) of Post-Effective Amendment
No. 19 (filed December 13, 1996) to
Registrant's Registration Statement
on Form N-1A.
(2) (a) Amended and Restated Code of
Regulations, dated June 5, 1991, is
incorporated by reference to Exhibit
2 of Post-Effective Amendment No. 7
(filed September 30, 1991) to
Registrant's Registration Statement
on Form N-1A.
(b) Amendment to Amended and Restated
Code of Regulations, dated December
4, 1991, is incorporated by
reference to Exhibit 2(b) of
Post-Effective Amendment No. 8
(filed September 30, 1992) to
Registrant's Registration Statement
on Form N-1A.
(3) None.
(4) None.
2
<PAGE> 5
(5) (a) Investment Advisory Agreement
between Registrant and Union Bank
of California, N.A., dated as of
April 1, 1996 (the "Investment
Advisory Agreement"), is
incorporated by reference to Exhibit
5 of Post-Effective Amendment No. 18
(filed November 8, 1996) to
Registrant's Registration Statement
on Form N-1A.
(b) Form of Amended and Restated
Schedule A to the Investment
Advisory Agreement is incorporated
by reference to Exhibit 5(b) of
Post-Effective Amendment No. 19
(filed December 13, 1996) to
Registrant's Registration Statement
on Form N-1A.
(6) Distribution Agreement between the
Registrant and SEI Financial Services
Company is filed herewith.
(7) None.
(8) (a) Custodian Agreement between
Registrant and The Bank of
California, N.A., dated as of
December 23, 1991, as amended as of
September 15, 1992 (the "Custodian
Agreement"), is incorporated by
reference to Exhibit 8 of
Post-Effective Amendment No. 8
(filed September 30, 1992) to
Registrant's Registration Statement
on Form N-1A.
(b) Form of Amended and Restated
Schedule A to the Custodian
Agreement is incorporated by
reference to Exhibit 8(b) of
Post-Effective Amendment No. 19
(filed December 13, 1996) to
Registrant's Registration Statement
on Form N-1A.
(9) (a) Administration Agreement between
Registrant and SEI Fund Resources is
filed herewith.
(b) Form of Sub-Administration Agreement
between SEI Fund Resources and
Union Bank of California, N.A. is
incorporated by reference to Exhibit
9(e) of Post-Effective Amendment
No. 19 (filed December 13, 1996)
to Registrant's Registration
Statement on Form N-1A.
3
<PAGE> 6
(c) Transfer Agency and Service
Agreement between the Registrant and
State Street Bank and Trust Company
is filed herewith.
(d) Form of Shareholder Service Provider
Agreement for the Registrant is
incorporated by reference to Exhibit
9(n) of Post-Effective Amendment
No. 19 (filed December 13, 1996)
to Registrant's Registration
Statement on Form N-1A.
(e) Form of Shareholder Service Plan for
the Registrant is incorporated by
reference to Exhibit 9(q) of
Post-Effective Amendment No. 19
(filed December 13, 1996) to
Registrant's Registration Statement
on Form N-1A.
(10) Inapplicable.
(11)(a) Consent of Deloitte & Touche LLP is
filed herewith.
(11)(b) Consent of Coopers & Lybrand L.L.P,
is filed herewith.
(11)(c) Consent of Ropes & Gray, is filed
herewith.
(12) None.
(13) None.
(14) None.
(15) (a) Registrant's Distribution and
Shareholder Services Plan relating
to the Money Market Funds is
incorporated by reference to Exhibit
15(a) of Post-Effective Amendment
No. 6 (filed September 27, 1990) to
Registrant's Registration Statement
on Form N-1A.
(b) Form of Servicing Agreement With
Respect to Distribution Assistance
and Shareholder Services used in
connection with Registrant's
Distribution and Shareholder
Services Plan relating to the Money
Market Funds is incorporated by
reference to Exhibit 15(b) of
Post-Effective Amendment No. 6
(filed September 27, 1990) to
Registrant's Registration Statement
on Form N-1A.
4
<PAGE> 7
(c) Form of Servicing Agreement With
Respect to Shareholder Services used
in connection with Registrant's
Distribution and Shareholder
Services Plan relating to the Money
Market Funds, is incorporated by
reference to Exhibit 15(c) of Post-
Effective Amendment No. 8 (filed
September 30, 1992) to Registrant's
Registration Statement on Form N-1A.
(d) Registrant's Distribution and
Shareholder Services Plan relating
to the Income Funds, the Equity
Funds and the Municipal Funds is
incorporated by reference to Exhibit
15(d) of Post-Effective Amendment
No. 13 (filed April 11, 1994) to the
Registrant's Registration Statement
on Form N-1A.
(e) Form of amended and restated
Schedule A to the Distribution and
Shareholder Services Plan relating
to the Income Funds, the Equity
Funds and the Municipal Funds is
incorporated by reference to Exhibit
15(c) of Post-Effective Amendment
No. 14 (filed June 17, 1994) to
Registrant's Registration Statement
on Form N-1A.
(16) (a) Performance Calculation Schedules
concerning: the seven-day yield and
effective yield of the Class A and
Class B Shares of the U.S.
Government Obligations Fund, the
Diversified Obligations Fund, the
100% U.S. Treasury Obligations Fund,
the Tax-Free Fund, and the
California Tax-Free Fund; the
seven-day tax-equivalent yield and
tax-equivalent effective yield of
the Class A and Class B Shares of
the Tax-Free Fund and the California
Tax-Free Fund; and the average
annual total return of the Income
Equity Fund and Bond Fund for the
one-year, five-year, and
inception-to-date periods are
incorporated by reference to Exhibit
16 of Post-Effective Amendment No. 6
(filed September 27, 1990) to
Registrant's Registration Statement
on Form N-1A.
(b) Yield Calculation Schedules
concerning the seven-day
tax-equivalent yield and
tax-equivalent effective yield (for
California and Oregon income tax
purposes) of the Class
5
<PAGE> 8
A and Class B Shares of the 100% U.S.
Treasury Obligations Fund are
incorporated by reference to Exhibit
16(b) of Post-Effective Amendment
No. 7 (filed September 30, 1991) to
Registrant's Registration Statement
on Form N-1A.
(c) Performance Calculation Schedules
concerning: (i) the seven-day and
thirty-day yield and effective
yield of the Class A and Class B
Shares of the U.S. Government
Money Market Fund, the Diversified
Money Market Fund, the 100% U.S.
Treasury Money Market Fund, and
the California Tax-Free Money Market
Fund; (ii) the seven-day and
thirty-day tax-equivalent yield
(using a Federal income tax rate of
31%) and tax-equivalent effective
yield (using a Federal income tax
rate of 31%) of the Class A and
Class B Shares of the California
Tax-Free Fund; (iii) the seven-day
and thirty-day tax-equivalent yield
(using a Federal income tax rate of
31% and a California income tax rate
of 9.3%) and tax-equivalent
effective yield (using a Federal
income tax rate of 31% and a
California income tax rate of 9.3%)
of the Class A and Class B Shares of
the California Tax-Free Fund; (iv)
the average annual total return of
the Class A and Class B Shares of
the U.S. Government Money Market
Fund, the Diversified Money Market
Fund, the 100% U.S. Treasury Money
Market Fund, and the California
Tax-Free Money Market Fund for the
one-year, three-year and
inception-to-date periods and the
aggregate total return of the Class
A and Class B Shares of each such
Fund for the year-to-date, quarterly
and monthly periods; (v) the
thirty-day yield of the Bond Fund;
(vi) the average annual total return
of the Bond Fund and the Income
Equity Fund for the one-year,
three-year, five-year and
inception-to-date periods and the
aggregate total return of each such
Fund for the year-to-date, quarterly
and monthly periods; and (vii) the
distribution rate (excluding and
including capital gains) over a
twelve-month period for the Bond
Fund and Income Equity Fund, are
incorporated by reference to Exhibit
16(c) of Post-Effective Amendment
No. 8 (filed September 30, 1992) to
Registrant's Registration Statement
on Form N-1A.
6
<PAGE> 9
(17) Financial Data Schedules.
7
<PAGE> 10
(18) Multiple Class Plan for HighMark
Funds adopted by the Board of
Trustees on March 20, 1996 is
incorporated by reference to Exhibit
18 of Post-Effective Amendment No.
17 (filed March 29, 1996) to
Registrant's Registration Statement
on Form N-1A.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
As of the effective date of this Registration Statement, there
are no persons controlled by or under common control with the
U.S. Government Money Market Fund, the Diversified Money
Market Fund, the 100% U.S. Treasury Money Market Fund, the
Income Equity Fund, the Bond Fund, the Balanced Fund, the
Growth Fund, and the California Tax-Free Fund of the
Registrant.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
As of February 14, 1997, the number of record holders of the
following series of Shares were:
<TABLE>
<CAPTION>
NUMBER OF
TITLE OF SERIES RECORD HOLDERS
- --------------- --------------
<S> <C>
U.S. Government Money Market Fund
Retail Shares 15
Fiduciary Shares 5
Diversified Money Market Fund
Retail Shares 48
Fiduciary Shares 14
100% U.S. Treasury Money Market Fund
Retail Shares 9
Fiduciary Shares 5
California Tax-Free Money Market Fund
Retail Shares 22
Fiduciary Shares 6
Income Equity Fund
Retail Shares 746
Fiduciary Shares 3,343
Bond Fund
Retail Shares 149
Fiduciary Shares 582
Income and Growth Fund
Retail Shares 73
</TABLE>
8
<PAGE> 11
<TABLE>
<S> <C>
Fiduciary Shares 87
Growth Fund
Retail Shares 310
Fiduciary Shares 649
Government Bond Fund
Retail Shares 74
Fiduciary Shares 19
Balanced Fund
Retail Shares 64
Fiduciary Shares 78
Value Momentum Fund
Retail Shares 0
Fiduciary Shares 0
Blue Chip Growth Fund
Retail Shares 0
Fiduciary Shares 0
Emerging Growth Fund
Retail Shares 0
Fiduciary Shares 0
International Equity Fund
Fiduciary Shares 0
Intermediate-Term Bond Fund
Retail Shares 0
Fiduciary Shares 0
Government Securities Fund
Retail Shares 0
Fiduciary Shares 0
Convertible Securities Fund
Fiduciary Shares 0
California Intermediate Tax-Free Bond Fund
Retail Shares 0
Fiduciary Shares 0
</TABLE>
ITEM 27. INDEMNIFICATION
Article IX, Section 9.2 of the Registrant's Declaration of
Trust, filed or incorporated by reference as Exhibit (1)
hereto, provides for the indemnification of Registrant's
trustees and officers. Indemnification of the Registrant's
principal underwriter, custodian, investment adviser,
administrator, transfer agent, and fund accountant is provided
for, respectively, in Section 6 of the Distribution
Agreement, filed or incorporated by reference as Exhibit 6(a)
hereto, Section 16 of the Custodian Agreement, filed or
incorporated by reference as Exhibit 8 hereto, Section 8 of
the Investment Advisory Agreement,
9
<PAGE> 12
filed or incorporated by reference as Exhibit 5 hereto,
Section 5 of the Administration Agreement, filed or
incorporated by reference as Exhibit 9(a) hereto, Section 6
of the Transfer Agency and Service Agreement, filed or
incorporated by reference as Exhibit 9 (c) hereto, and Section
7 of the Fund Accounting Agreement, filed or incorporated by
reference as Exhibit 9(e) hereto. Registrant has obtained from
a major insurance carrier a trustees and officers' liability
policy covering certain types of errors and omissions. In no
event will Registrant indemnify any of its trustees, officers,
employees or agents against any liability to which such person
would otherwise be subject by reason of his willful
misfeasance, bad faith, or gross negligence in the performance
of his duties, or by reason of his reckless disregard of the
duties involved in the conduct of his office or under his
agreement with Registrant. Registrant will comply with Rule
484 under the Securities Act of 1933 and Release 11330 under
the Investment Company Act of 1940 in connection with any
indemnification.
Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to trustees, officers,
and controlling persons of Registrant pursuant to the
foregoing provisions or otherwise, Registrant has been advised
that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than
the payment by Registrant of expenses incurred or paid by a
trustee, officer, or controlling person of Registrant in the
successful defense of any action, suit, or proceeding) is
asserted by such trustee, officer, or controlling person in
connection with the securities being registered, Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR
Pacific Alliance Capital Management, a division of Union Bank
of California, N.A. (the "Advisor"), performs investment
advisory services for Registrant. Union Bank of California,
N.A. ("Union Bank of California") offers a wide range of
commercial and trust management services to its clients in
California, Oregon, and Washington and around the world.
Union Bank of California, N.A. is a subsidiary of UnionBanCal
Corporation, a publicly traded corporation, a majority of the
shares of which are owned by the Bank of Tokyo-Mitsubishi,
Limited.
10
<PAGE> 13
To the knowledge of Registrant, none of the directors or
officers of Union Bank of California, except those set forth
below, is or has been at any time during the past two fiscal
years engaged in any other business, profession, vocation or
employment of a substantial nature, except that certain
directors and officers of The Bank of California also hold
positions with UnionBanCal Corporation, the Bank of
Tokyo-Mitsubishi and/or the Bank of Tokyo-Mitsubishi's other
subsidiaries.
Listed below are the directors and certain principal executive
officers of Union Bank of California, their principal
occupations and, for the prior two fiscal years, any other
business, profession, vocation, or employment of a substantial
nature engaged in by such directors and officers:
UNION BANK OF CALIFORNIA, N.A.
<TABLE>
<CAPTION>
POSITION
WITH UNION
BANK OF PRINCIPAL TYPE OF
CALIFORNIA NAME OCCUPATION BUSINESS
---------- ---- ---------- --------
<S> <C> <C> <C>
Director Alexander D. Calhoun, Esquire Of Counsel Law Firm
Graham & James
One Maritime Plaza, Suite 300
San Francisco, CA 94111
Director Richard D. Farman President, Chief Operating Officer
and Director
Pacific Enterprises
555 W. Fifth Street, 29th Floor
Los Angeles, CA 90013
Director Stanley F. Farrar, Partner Law Firm
Esquire Sullivan & Cromwell
12th Floor
444 So. Flower St.
Los Angeles, CA 90071
Director and Roy A. Henderson UnionBanCal Corporation Banking
Vice Chairman Union Bank of California
400 California Street
San Francisco, CA 94145
Director Herman E. Gallegos Independent Management Consultant Independent Management
95 Kings Road Consultant
Brisbane, CA 94005
Director Jack L. Hancock EVP (retired) -----------
Pacific Bell
Vice Chairman Richard C. Hartnack UnionBanCal Corporation Banking
Union Bank of California, NA
445 S. Figueroa Street, 38th Floor
Los Angeles, CA 90071
</TABLE>
11
<PAGE> 14
<TABLE>
<CAPTION>
POSITION
WITH UNION
BANK OF PRINCIPAL TYPE OF
CALIFORNIA NAME OCCUPATION BUSINESS
---------- ---- ---------- --------
<S> <C> <C>
Director Hon. Harry W. Low (retired) Judicial Arbitration & Mediation-----------
Services, Inc.
2 Embarcadero, Suite 1100
San Francisco, CA 94111
Director Dr. Mary S. Metz Dean, University Extension Education
University of California
2223 Fulton Street
Berkeley, CA 94720
Director Raymond E. Miles Professor, Haas School Education
of Business
University of California
350 Barrows Hall
Berkeley, CA 94720
Vice Chairman of the Takahiro Moriguchi UnionBanCal Corporation Banking
Board and Chief Union Bank of California, NA
Financial Officer 350 California Street, 12th Floor
San Francisco, CA 94104-1476
Director Shin Nakahara Chief Executive Officer Banking
North American Headquarters
The Bank of Tokyo-Mitsubishi, Ltd.
1251 Avenue of the Americas, 14th Floor
New York, NY 10020
Director J. Fernando Niebla Chairman & CEO Computer Software
Infotec Commercial Systems and Hardware
3100 S. Harbor Blvd.
Suite 260
Santa Ana, CA 94704
Director, Minoru Noda UnionBanCal Corporation Banking
Vice-Chairman and Union Bank of California
Chief Credit Officer 400 California Street
San Francisco, CA 94145
Deputy Chairman of Hiroo Nozawa UnionBanCal Corporation Banking
the Board and Union Bank of California
Chief Operating 400 California Street
Officer San Francisco, CA 94145
Director Sidney R. Peterson Retired Chairman and Chief -----------
Executive Officer
Getty Oil Company
</TABLE>
12
<PAGE> 15
<TABLE>
<CAPTION>
POSITION
WITH UNION
BANK OF PRINCIPAL TYPE OF
CALIFORNIA NAME OCCUPATION BUSINESS
---------- ---- ---------- --------
<S> <C> <C> <C>
Director Carl W. Robertson, Managing Director Real Estate and
Esquire Warland Investments Investment
Company Management
Suite 300 Company
1299 Ocean Avenue
Santa Monica, CA 90401
Director Charles R. Scott Chairman and Corporate
Chief Executive Officer Investor
Leadership Centers USA
365 King Road, N.W.
Atlanta, GA 30342
Director Paul W. Steere, Partner Law Firm
Esquire Bogle & Gates
Two Union Square
601 Union Street
Seattle, WA 98101-2322
Director Henry T. Swigert Chairman of the Board Equipment
ESCO Corporation Manufacturing
2141 NW 25th Avenue
Portland, OR 97210
Director Yuji Taniguchi General Manager Banking
The Bank of Tokyo-Mitsubishi, Ltd.
Los Angeles Branch
777 S. Figueroa Street, Suite 600
Los Angeles, CA 90017
Director Tsuneo Wakai Chairman Banking
The Bank of Tokyo-Mitsubishi, Ltd.
7-1, Marunouchi 2-chome
Chiyoda-ku
Tokyo 100, Japan
Vice Chairman of the Robert M. Walker UnionBanCal Corporation Banking
Board Union Bank of California, NA
350 California Street, 12th Floor
San Francisco, CA 94104-1476
Director Dr. Blenda J. Wilson President Education
California State University
Northridge
18111 Nordhoff Street
Northridge, CA 91330
Chairman of the Tamotsu Yamaguchi UnionBanCal Corporation Banking
Board Union Bank of California, NA
445 S. Figueroa Street
Los Angeles, CA 90071
</TABLE>
13
<PAGE> 16
<TABLE>
<CAPTION>
POSITION
WITH UNION
BANK OF PRINCIPAL TYPE OF
CALIFORNIA NAME OCCUPATION BUSINESS
---------- ---- ---------- --------
<S> <C> <C> <C>
Director Shota Yasuda General Manager Banking
North American Planning Division
The Bank of Tokyo-Mitsubishi, Ltd.
1251 Avenue of the Americas, 14th Floor
New York, NY 10020
Director, President Kanetaka Yoshida UnionBanCal Corporation Banking
and Chief Executive Union Bank of California, NA
Officer 350 California Street, 12th Floor
San Francisco, CA 94104-1476
Director Kenji Yoshizawa Deputy President Banking
The Bank of Tokyo-Mitsubishi, Ltd.
7-1, Marunouchi 2-chome
Chiyoda-ku
Tokyo 100, Japan
Executive Peter R. Butcher c/o Union Bank of California Banking
Vice President 400 California Street
and Chief San Francisco, CA
Credit Officer 94145
Executive David W. Ehlers c/o Union Bank of California Banking
Vice President 400 California Street
and Chief San Francisco, CA
Financial Officer 94145
Executive Michael Spilsbury c/o Union Bank of California Banking
Vice President 400 California Street
San Francisco, CA 94145
Executive Magan C. Patel c/o Union Bank of California Banking
Vice President 400 California Street
San Francisco, CA 94145
Executive Vice Charles Pedersen c/o Union Bank of California Banking
President 400 California Street
San Francisco, CA 94145
Executive Vice Philip Wexler c/o Union Bank of California Banking
President 400 California Street
San Francisco, CA 94145
Executive Vice Don Brunell c/o Union Bank of California Banking
President 400 California Street
San Francisco, CA 94145
</TABLE>
14
<PAGE> 17
ITEM 29. PRINCIPAL UNDERWRITER
Furnish the name of each investment company (other than the
Registrant) for which each principal underwriter currently
distributing securities of the Registrant also acts as a
principal underwriter, distributor or investment advisor.
Registrant's distributor, SEI Financial Services Company
("SFS"), acts as distributor for:
<TABLE>
<S> <C>
SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI International Trust August 10, 1988
Stepstone Funds January 30, 1991
The Pillar Funds February 28, 1992
Cufund May 1, 1992
STI Classic Funds May 29, 1992
Corefunds, Inc. October 30, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
1784 Funds (R) June 1, 1993
The PBHG Funds, Inc. July 16, 1993
Marquis Funds (R) August 17, 1993
Morgan Grenfell Investment Trust January 3, 1994
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
Crestfunds, Inc. March 1, 1995
STI Classic Variable Trust August 18, 1995
Ark Funds November 1, 1995
Monitor Funds January 11, 1996
FMB Funds, Inc. March 1, 1996
SEI Asset Allocation Trust April 1, 1996
Turner Funds April 30, 1996
SEI Institutional Investment Trust June 14, 1996
First American Strategy Funds, Inc. October 1, 1996
HighMark Funds February 15, 1997
</TABLE>
15
<PAGE> 18
SFS provides numerous financial services to investment
managers, pension plan sponsors, and bank trust departments.
These services include portfolio evaluation, performance
measurement and consulting services ("Funds Evaluation") and
automated execution, clearing and settlement of securities
transactions ("Marketlink").
Furnish the information required by the following table with
respect to each director, officer or partner of each principal
underwriter named in the answer to Item 21 of Part B. Unless
otherwise noted, the principal business address of each
director or officer is Oaks, PA 19456.
16
<PAGE> 19
<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
---- ---------------- -----------------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman & Chief --
Executive Officer
Henry W. Greer Director, President & Chief --
Operating Officer
Carmen V. Romeo Director, Executive Vice --
President and Treasurer
Gilbert L. Beehower Executive Vice President --
Richard B. Lieb Executive Vice President, --
President-Investment Services
Division
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Jerome Hickey Senior Vice President --
Larry Hutchison Senior Vice President --
Steven Kramer Senior Vice President --
David G. Lee Senior Vice President President and Chief
Executive Officer
William Madden Senior Vice President --
Jack May Senior Vice President --
A. Keith McDowell Senior Vice President --
Dennis J. McGonigle Senior Vice President --
Hartland J. McKeown Senior Vice President --
Barbara J. Moore Senior Vice President --
James V. Morris Senior Vice President --
Steven Onofrio Senior Vice President --
Kevin P. Robins Senior Vice President Vice President,
Secretary
Robert Wagner Senior Vice President --
Patrick K. Walsh Senior Vice President --
Kenneth Zimmer Senior Vice President --
Robert Aller Vice President --
Marc H. Cahn Vice President and Assistant Vice President,
Secretary Secretary
Gordon W. Carpenter Vice President --
Todd Cipperman Vice President and Assistant Vice President,
Secretary Assistant Secretary
Robert Crudup Vice President and Managing --
Director
Ed Daly Vice President --
Jeff Drennen Vice President --
Mick Duncan Vice President and Team Leader --
Vic Galef Vice President and Managing --
Director
Kathy Heilig Vice President --
Michael Kantor Vice President --
Samuel King Vice President --
Kim Kirk Vice President & Managing
Director --
</TABLE>
17
<PAGE> 20
<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
---- ---------------- -----------------------
<S> <C> <C>
Donald N. Korytowski Vice President --
John Krzeminski Vice President & Managing --
Director
Robert S. Ludwig Vice President and Team Leader --
Vicki Malloy Vice President and Team Leader --
Carolyn McLaurin Vice President & Managing --
Director
W. Kelso Morrill Vice President --
Barbara A. Nugent Vice President & Assistant Secretary Vice President,
Assistant Secretary
Sandra K. Orlow Vice President & Assistant Secretary Vice President,
Assistant Secretary
Donald Pepin Vice President & Managing Director --
Larry Pokora Vice President --
Kim Rainey Vice President --
Paul Sachs Vice President --
Mark Samuels Vice President & Managing Director --
Steve Smith Vice President --
Daniel Spaventa Vice President --
Kathryn L. Stanton Vice President & Assistant Secretary Vice President,
Assistant Secretary
Wayne M. Withrow Vice President & Managing Director --
William Zawaski Vice President --
James Dougherty Director of Brokerage Services --
</TABLE>
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
(1) Union Bank of California, N.A., 400 California
Street, San Francisco, CA 94104 (records relating to
the Advisor's functions as investment adviser and
Union Bank of California's functions as custodian and
sub-transfer agent).
(2) SEI Fund Resources, Oaks, Pennsylvania 19456
(records relating to its functions as administrator
and distributor).
(3) SEI Financial Services Company, Oaks, Pennsylvania
19456 (Records Relating to its function as
distributor).
(4) State Street Bank and Trust Company, 225 Franklin
Street, Boston, Massachusetts 02110 (records
relating to its functions as transfer agent ).
(5) Ropes & Gray, One Franklin Square, 1301 K Street,
N.W., Suite 800 East, Washington, DC 20005 (the
Registrant's Declaration of Trust, Code of
Regulations and Minute Books).
18
<PAGE> 21
ITEM 31. MANAGEMENT SERVICES
None.
ITEM 32. UNDERTAKINGS
Registrant hereby undertakes to call a meeting of the
shareholders for the purpose of voting upon the question of
removal of one or more trustees when requested to do so by the
holders of at least 10% of the outstanding shares of
Registrant and to comply with the provisions of Section 16(c)
of the Investment Company Act of 1940 relating to shareholder
communication.
Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without
charge.
19
<PAGE> 22
NOTICE
A copy of the Amended and Restated Agreement and Declaration of Trust
of HighMark Funds is on file with the Secretary of State of The Commonwealth of
Massachusetts and notice is hereby given that this instrument is executed on
behalf of the Registrant by an officer of the Registrant as an officer and not
individually and that the obligations of or arising out of this instrument are
not binding upon any of the trustees or shareholders individually but are
binding only upon the assets and property of the Registrant.
20
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment No. 20 to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 20 to this Registration Statement to
be signed on its behalf by the undersigned, thereto duly authorized, in the
City of Washington, D.C., on the 25th day of February, 1997.
HighMark Funds
By: /s/ Marc H. Cahn
-------------------------------
Marc H. Cahn
Vice President and Acting
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 20 has been signed below by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
/s/ Marc H. Cahn Vice President and Acting February 25, 1997
- ------------------ Chief Executive Officer
Marc H. Cahn
/s/ Robert Dellacroce Controller and Chief February 25, 1997
- ---------------------- Financial Officer
Robert Dellacroce
/s/ Thomas L. Braje Trustee February 25, 1997
- ----------------------
Thomas L. Braje
/s/ David A. Goldfarb Trustee February 25, 1997
- ---------------------
David A. Goldfarb
/s/ Joseph C. Jaeger Trustee February 25, 1997
- -----------------------
Joseph C. Jaeger
/s/ Frederick J. Long Trustee February 25, 1997
- ----------------------
Frederick J. Long
</TABLE>
*By: /s/ Martin E. Lybecker
----------------------
Martin E. Lybecker
Attorney-In-Fact
22
<PAGE> 24
POWER OF ATTORNEY
The undersigned, each being an Officer of HighMark Funds (the
"Funds"), does hereby constitute and appoint Martin E. Lybecker, Alan G.
Priest and Francoise M. Haan, each individually, his true and lawful attorneys
and agents, with power of substitution or resubstitution, to do any and all
acts and things and to execute any and all instruments that said attorneys and
agents, each individually, may deem necessary or advisable or which may be
required to enable the Funds to comply with the Investment Company Act of
1940, as amended, and the Securities Act of 1933, as amended ("Acts"), and any
rules, regulations or requirements of the Securities and Exchange Commission in
respect thereof, and in connection with the filing and effectiveness of any
registration statement or statement of the funds pursuant to said Acts and
any and all amendments thereto (including post-effective amendments), including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as an
officer of the Funds any and all such amendments filed with the Securities
and Exchange Commission under said Acts, any Notification of Registration under
the Investment Company Act of 1940 and any other instruments or documents
related thereto, and the undersigned does hereby ratify and confirm all that
said attorneys and agents, or either of them, shall do or cause to be done by
virtue thereof.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
- -------------------------- President and Chief Executive Officer
David G. Lee
/s/ Robert Dellacroce
- -------------------------- Controller and Chief Financial Officer February 25, 1997
Robert Dellacroce
/s/ Marc H. Cahn
- -------------------------- Vice President and Secretary February 25, 1997
Marc H. Cahn
</TABLE>
1
<PAGE> 25
POWER OF ATTORNEY
The undersigned, each being a Trustee and, in certain cases, an
Officer of The HighMark Group (the "Fund"), does hereby constitute and appoint
Stephen G. Mintos, Cynthia L. Lindsey, Martin E. Lybecker and John M. Loder,
each individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to
execute any and all instruments that said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to
enable the Fund to comply with the Investment Company Act of 1940, as amended,
and the Securities Act of 1933, as amended ("Acts"), and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof,
and in connection with the filing and effectiveness of any registration
statement or statement of the Fund pursuant to said Acts and any and all
amendments thereto (including post-effective amendments), including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign in the name and on behalf of the undersigned as a Trustee
and/or officer of the Fund any and all such amendments filed with the
Securities and Exchange Commission under said Acts, any Notification of
Registration under the Investment Company Act of 1940 and any other instruments
or documents related thereto, and the undersigned does hereby ratify and
confirm all that said attorneys and agents, or either of them, shall do or
cause to be done by virtue thereof.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Stephen G. Mintos Chairman of the November 22, 1994
- -------------------------- Board, Trustee and
Stephen G. Mintos President
</TABLE>
<PAGE> 26
<TABLE>
<S> <C> <C>
/s/ Cynthia L. Lindsey Vice President and November 22, 1994
- ---------------------- and Treasurer
Cynthia L. Lindsey
/s/ Kenneth B. Quintenz Trustee November 22, 1994
- -----------------------
Kenneth B. Quintenz
/s/ Thomas L. Braje Trustee November 22, 1994
- -------------------
Thomas L. Braje
/s/ David A. Goldfarb Trustee November 22, 1994
- ---------------------
David A. Goldfarb
/s/ Joseph C. Jaeger Trustee November 22, 1994
- --------------------
Joseph C. Jaeger
/s/ Frederick J. Long Trustee November 22, 1994
- ---------------------
Frederick J. Long
</TABLE>
<PAGE> 27
Exhibit Index
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ------------ ----------- ----
<S> <C> <C>
6(a) Distribution Agreement between the Registrant and SEI Financial
Services Company.
9(a) Administration Agreement between the Registrant and
SEI Fund Resources.
9(c) Transfer Agency and Service Agreement between the Registrant
and State Street Bank and Trust Company.
11(a) Consent of Deloitte & Touche LLP.
11(b) Consent of Coopers & Lybrand L.L.P.
11(c) Consent of Ropes & Gray.
27 Financial Data Schedules.
</TABLE>
3
<PAGE> 1
Exhibit 6(a)
Distribution Agreement
between the Registrant and SEI Financial Services Company
4
<PAGE> 2
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of this 15th day of February, 1997, between
HighMark Funds (the "Trust"), a Massachusetts business trust and SEI Financial
Services Company (the "Distributor"), a Pennsylvania corporation.
WHEREAS, the Trust is registered as an investment company with the
Securities and Exchange Commission (the "SEC") under the Investment Company Act
of 1940, as amended (the "1940 Act"), and its shares are registered with the SEC
under the Securities Act of 1933, as amended (the "1933 Act"); and
WHEREAS, the Distributor is registered as a broker-dealer with the SEC
under the Securities Exchange Act of 1934, as amended;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the Trust and Distributor hereby agree as follows:
ARTICLE 1. Sale of Shares. The Trust grants to the Distributor the
exclusive right to sell units (the"Shares") of the portfolios (the "Portfolios")
of the Trust at the net asset value per Share, plus any applicable sales charges
in accordance with the current prospectus, as agent and on behalf of the Trust,
during the term of this Agreement and subject to the registration requirements
of the 1933 Act, the rules and regulations of the SEC and the laws governing the
sale of securities in the various states ("Blue Sky Laws").
ARTICLE 2. Solicitation of Sales. In consideration of these rights
granted to the Distributor, the Distributor agrees to use all reasonable
efforts, consistent with its other business, in connection with the distribution
of Shares of the Trust; provided, however, that the Distributor shall not be
prevented from entering into like arrangements with other issuers. The
provisions of this paragraph do not obligate the Distributor to register as a
broker or dealer under the Blue Sky Laws of any jurisdiction when it determines
it would be uneconomical for it to do so or to maintain its registration in any
jurisdiction in which it is now registered nor obligate the Distributor to sell
any particular number of Shares.
ARTICLE 3. Authorized Representations. The Distributor is not
authorized by the Trust to give any information or to make any representations
other than those contained in the current registration statements and
prospectuses of the Trust filed with the SEC or contained in Shareholder reports
or other material that may be prepared by or on behalf of the Trust for the
Distributor's use. The Distributor may prepare and distribute sales literature
and other material as it may deem appropriate, provided that such literature and
materials have been approved by the Trust prior to their use.
1
<PAGE> 3
ARTICLE 4. Registration of Shares. The Trust agrees that it will take
all action necessary to register Shares under the federal and state securities
laws so that there will be available for sale the number of Shares the
Distributor may reasonably be expected to sell and to pay all fees associated
with said registration. The Trust shall make available to the Distributor such
number of copies of its currently effective prospectus and statement of
additional information as the Distributor may reasonably request. The Trust
shall furnish to the Distributor copies of all information, financial statements
and other papers which the Distributor may reasonably request for use in
connection with the distribution of Shares of the Trust.
ARTICLE 5. Compensation. As compensation for providing the services
under this Agreement:
(a) The Distributor shall receive from the Trust:
(1) all distribution and service fees, as applicable, at the
rate and under the terms and conditions set forth in each
Distribution and Shareholder Services Plan adopted by the
appropriate class of shares of each of the Portfolios, as such
Plans may be amended from time to time, and subject to any
further limitations on such fees as the Board of Trustees of
the Trust may impose;
(2) all contingent deferred sales charges ("CDSCs") applied on
redemptions of CDSC Class Shares of each Portfolio on the
terms and subject to such waivers as are described in the
Trust's Registration Statement and current prospectuses, as
amended from time to time, or as otherwise required pursuant
to applicable law; and
(3) all front-end sales charges, if any, on purchases of
Retail Shares of each Portfolio sold subject to such charges
as described in the Trust's Registration Statement and current
prospectuses, as amended from time to time. The Distributor,
or brokers, dealers and other financial institutions and
intermediaries that have entered into sub-distribution
agreements with the Distributor, may collect the gross
proceeds derived from the sale of such Retail Shares, remit
the net asset value thereof to the Trust upon receipt of the
proceeds and retain the applicable sales charge.
(b) The Distributor may reallow any or all of the distribution or
service fees, contingent deferred sales charges and front-end sales
charges which it is paid by the Trust to such brokers, dealers and
other financial institutions and intermediaries as the Distributor may
from time to time determine.
ARTICLE 6. Indemnification of Distributor. The Trust agrees to
indemnify and hold harmless the Distributor and each of its directors and
officers and each person, if any, who controls the Distributor within the
meaning of Section 15 of the 1933 Act against any loss, liability, claim,
damages or expense (including the reasonable cost of investigating or defending
any alleged loss, liability, claim, damages, or expense and reasonable counsel
fees and disbursements incurred in connection therewith),
2
<PAGE> 4
arising by reason of any person acquiring any Shares, based upon the ground that
the registration statement, prospectus, Shareholder reports or other information
filed or made public by the Trust (as from time to time amended) included an
untrue statement of a material fact or omitted to state a material fact required
to be stated or necessary in order to make the statements made not misleading.
However, the Trust does not agree to indemnify the Distributor or hold it
harmless to the extent that the statements or omission was made in reliance
upon, and in conformity with, information furnished to the Trust by or on behalf
of the Distributor.
In no case (i) is the indemnity of the Trust to be deemed to protect
the Distributor against any liability to the Trust or its Shareholders to which
the Distributor or such person otherwise would be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under this
Agreement, or (ii) is the Trust to be liable to the Distributor under the
indemnity agreement contained in this paragraph with respect to any claim made
against the Distributor or any person indemnified unless the Distributor or
other person shall have notified the Trust in writing of the claim within a
reasonable time after the summons or other first written notification giving
information of the nature of the claim shall have been served upon the
Distributor or such other person (or after the Distributor or the person shall
have received notice of service on any designated agent). However, failure to
notify the Trust of any claim shall not relieve the Trust from any liability
which it may have to the Distributor or any person against whom such action is
brought otherwise than on account of its indemnity agreement contained in this
paragraph.
The Trust shall be entitled to participate at its own expense in the
defense or, if it so elects, to assume the defense of any suit brought to
enforce any claims subject to this indemnity provision. If the Trust elects to
assume the defense of any such claim, the defense shall be conducted by counsel
chosen by the Trust and satisfactory to the indemnified defendants in the suit
whose approval shall not be unreasonably withheld. In the event that the Trust
elects to assume the defense of any suit and retain counsel, the indemnified
defendants shall bear the fees and expenses of any additional counsel retained
by them. If the Trust does not elect to assume the defense of a suit, it will
reimburse the indemnified defendants for the reasonable fees and expenses of any
counsel retained by the indemnified defendants.
The Trust agrees to notify the Distributor promptly of the commencement
of any litigation or proceedings against it or any of its officers or Trustees
in connection with the issuance or sale of any of its Shares.
ARTICLE 7. Indemnification of Trust. The Distributor covenants and
agrees that it will indemnify and hold harmless the Trust and each of its
Trustees and officers and each person, if any, who controls the Trust within the
meaning of Section 15 of the Act, against any loss, liability, damages, claim or
expense (including the reasonable cost of investigating or defending any alleged
loss, liability, damages, claim or expense and reasonable counsel fees incurred
in connection therewith) based upon the 1933 Act or any other statute or common
law and arising by reason of any person acquiring any Shares, and alleging a
wrongful act of the Distributor or any of its employees or alleging that the
registration statement, prospectus, Shareholder reports or other information
filed or made public by the
3
<PAGE> 5
Trust (as from time to time amended) included an untrue statement of a material
fact or omitted to state a material fact required to be stated or necessary in
order to make the statements not misleading, insofar as the statement or
omission was made in reliance upon and in conformity with information furnished
to the Trust by or on behalf of the Distributor.
In no case (i) is the indemnity of the Distributor in favor of the
Trust or any other person indemnified to be deemed to protect the Trust or any
other person against any liability to which the Trust or such other person would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement, or (ii) is the
Distributor to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against the Trust or any person
indemnified unless the Trust or person, as the case may be, shall have notified
the Distributor in writing of the claim within a reasonable time after the
summons or other first written notification giving information of the nature of
the claim shall have been served upon the Trust or upon any person (or after the
Trust or such person shall have received notice of service on any designated
agent). However, failure to notify the Distributor of any claim shall not
relieve the Distributor from any liability which it may have to the Trust or any
person against whom the action is brought otherwise than on account of its
indemnity agreement contained in this paragraph.
The Distributor shall be entitled to participate, at its own expense,
in the defense or, if it so elects, to assume the defense of any suit brought to
enforce the claim, but if the Distributor elects to assume the defense, the
defense shall be conducted by counsel chosen by the Distributor and satisfactory
to the indemnified defendants whose approval shall not be unreasonably withheld.
In the event that the Distributor elects to assume the defense of any suit and
retain counsel, the defendants in the suit shall bear the fees and expenses of
any additional counsel retained by them. If the Distributor does not elect to
assume the defense of any suit, it will reimburse the indemnified defendants in
the suit for the reasonable fees and expenses of any counsel retained by them.
The Distributor agrees to notify the Trust promptly of the commencement
of any litigation or proceedings against it in connection with the issue and
sale of any of the Trusts' Shares.
ARTICLE 8. Effective Date. This Agreement shall be effective upon its
execution, and unless terminated as provided, shall continue in force through
July 31, 1997 and thereafter from year to year, provided that such annual
continuance is approved by (i) either the vote of a majority of the Trustees of
the Trust, or the vote of a majority of the outstanding voting securities of the
Trust, and (ii) the vote of a majority of those Trustees of the Trust who are
not parties to this Agreement or the Trust's Distribution Plan or interested
persons of any such party ("Qualified Trustees"), cast in person at a meeting
called for the purpose of voting on the approval. This Agreement shall
automatically terminate in the event of its assignment. As used in this
paragraph the terms "vote of a majority of the outstanding voting securities",
"assignment" and "interested person" shall have the respective meanings
specified in the 1940 Act. In addition, this Agreement may at any time be
terminated without penalty by SFS, by a vote of a majority of Qualified Trustees
or by vote of a majority of the
4
<PAGE> 6
outstanding voting securities of the Trust upon not less than sixty days prior
written notice to the other party.
ARTICLE 9. Notices. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party to the party giving
notice: if to the Trust, at One Freedom Valley Road, Oaks, PA 19456, and if to
the Distributor, One Freedom Valley Road, Oaks, PA 19456.
ARTICLE 10. Limitation of Liability. A copy of the Declaration of Trust
of the Trust is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this Agreement is executed on
behalf of the Trustees of the Trust as Trustees and not individually and that
the obligations of this instrument are not binding upon any of the Trustees,
officers or shareholders of the Trust individually but binding only upon the
assets and property of the Trust.
ARTICLE 11. Governing Law. This Agreement shall be construed in
accordance with the laws of the Commonwealth of Massachusetts and the applicable
provisions of the 1940 Act. To the extent that the applicable laws of the
Commonwealth of Massachusetts, or any of the provisions herein, conflict with
the applicable provisions of the 1940 Act, the latter shall control.
ARTICLE 12. Multiple Originals. This Agreement may be executed in two
or more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
IN WITNESS, the Trust and Distributor have each duly executed this
Agreement, as of the day and year above written.
HIGHMARK FUNDS
By: /s/
-------------------------------------
Attest: /s/ Title:
---------------------- ----------------------------------
SEI FINANCIAL SERVICES COMPANY
By: /s/
-------------------------------------
Attest: /s/ Title:
---------------------- ----------------------------------
5
<PAGE> 1
Exhibit 9(a)
Administration Agreement
between the Registrant and SEI Fund Resources
5
<PAGE> 2
ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 15th day of February, 1997, by and
between HighMark Funds, a Massachusetts business trust, (the "Trust"), and SEI
Fund Resources (the "Administrator"), a Delaware business trust.
WHEREAS, the Trust is an open-end diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), consisting of several series of shares; and
WHEREAS, the Trust desires the Administrator to provide, and the
Administrator is willing to provide, management and administrative services to
such portfolios of the Trust as the Trust and the Administrator may agree on
("Portfolios") and as listed on the schedules attached hereto ("Schedules") and
made a part of this Agreement, on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and the Administrator hereby agree as follows:
ARTICLE 1. Retention of the Administrator. The Trust hereby retains the
Administrator to act as the administrator of the Portfolios and to furnish the
Portfolios with the management and administrative services as set forth in
Article 2 below. The Administrator hereby accepts such employment to perform the
duties set forth below.
The Administrator shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Trust in any way and shall
not be deemed an agent of the Trust. All of the Administrator's duties shall be
subject to the objectives, policies and restrictions contained in the Trust's
current registration statement, to the Trust's Declaration of Trust and By-Laws,
to the provisions of the 1940 Act, and to any other guidelines that may be
established by the Trust's Trustees.
ARTICLE 2. Administrative and Accounting Services. The Administrator
shall perform or supervise the performance by others of other administrative
services in connection with the operations of the Portfolios, and, on behalf of
the Trust, will investigate, assist in the selection of and conduct relations
with custodians, depositories, accountants, legal counsel, underwriters, brokers
and dealers, corporate fiduciaries, insurers, banks and persons in any other
capacity deemed to be necessary or desirable for the Portfolios' operations. The
Administrator shall provide the Trustees of the Trust with such reports
regarding investment performance and compliance with investment policies and
applicable laws, rules and regulations as they may reasonably request but shall
have no responsibility for supervising the performance by any investment adviser
or sub-adviser of its responsibilities. The Administrator may appoint a
sub-administrator to perform certain of the services to be performed by the
Administrator hereunder.
The Administrator shall provide the Trust with administrative services,
regulatory reporting, fund accounting and related portfolio accounting services,
all necessary office space, equipment, personnel, compensation and facilities
(including facilities for Shareholders' and Trustees' meetings) for handling the
affairs of the Portfolios and such other services as the Trustees may, from time
to time, reasonably request and the Administrator shall, from time to time,
reasonably determine to be necessary
<PAGE> 3
to perform its obligations under this Agreement. In addition, at the request of
the Trust's Board of Trustees (the "Trustees"), the Administrator shall make
reports to the Trustees concerning the performance of its obligations hereunder.
Without limiting the generality of the foregoing, the Administrator shall:
(A) calculate contractual Trust expenses and control all disbursements
for the Trust, and as appropriate compute the Trust's yields,
total return, expense ratios, portfolio turnover rate and, if
required, portfolio average dollar-weighed maturity;
(B) assist Trust counsel with the preparation of prospectuses,
statements of additional information, registration statements, and
proxy materials;
(C) prepare such reports, applications and documents (including
reports regarding the sale and redemption of Shares as may be
required in order to comply with Federal and state securities law)
as may be necessary or desirable to register the Trust's shares
with state securities authorities, monitor sale of Trust shares
for compliance with state securities laws, and file with the
appropriate state securities authorities the registration
statements and reports for the Trust and the Trust's shares and
all amendments thereto, as may be necessary or convenient to
register and keep effective the Trust and the Trust's shares with
state securities authorities to enable the Trust to make a
continuous offering of its shares;
(D) develop and prepare communications to shareholders, including the
annual report to shareholders, coordinate mailing prospectuses,
notices, proxy statements, proxies and other reports to Trust
shareholders, and supervise and facilitate the solicitation of
proxies solicited by the Trust for all shareholder meetings,
including tabulation process for shareholder meetings;
(E) coordinate with Trust counsel the preparation and negotiation of,
and administer contracts on behalf of the Trust with, among
others, the Trust's investment adviser, distributor, custodian,
and transfer agent;
(F) maintain the Trust's general ledger and prepare the Trust's
financial statements, including expense accruals and payments,
determine the net asset value of the Trust's assets and of the
Trust's shares, and supervise the Trust's transfer agent with
respect to the payment of dividends and other distributions to
shareholders in accordance with the procedures prescribed in the
Trust's Registration Statement, with applicable law, and with such
other procedures as may be established by the Trustees of the
Trust;
(G) calculate performance data of the Trust and its portfolios for
dissemination to information services covering the investment
company industry;
(H) coordinate and supervise the preparation and filing of the Trust's
tax returns;
2
<PAGE> 4
(I) examine and review the operations and performance of the various
organizations providing services to the Trust or any Portfolio of
the Trust, including, without limitation, the Trust's investment
adviser, distributor, custodian, transfer agent, outside legal
counsel and independent public accountants, and at the request of
the Trustees, report to the Trustees on the performance of
organizations;
(J) assist with the layout and printing of publicly disseminated
prospectuses and assist with and coordinate layout and printing of
the Trust's semi-annual and annual reports to shareholders;
(K) provide internal legal and administrative services as requested by
the Trust from time to time;
(L) assist with the design, development, and operation of the Trust,
including new portfolio and class investment objectives, policies
and structure;
(M) provide individuals acceptable to the Trustees for nomination,
appointment, or election as officers of the Trust, who will be
responsible for the management of certain of the Trust's affairs
as determined by the Trustees;
(N) advise the Trust and its Trustees on matters concerning the Trust
and its affairs;
(O) obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the Trust in
accordance with the requirements of Rules 17g-1 and 17d-1(7) under
the 1940 Act as such bonds and policies are approved by the
Trust's Board of Trustees;
(P) monitor and advise the Trust and its Portfolios on their
registered investment company status under the Internal Revenue
Code of 1986, as amended;
(Q) perform all administrative services and functions of the Trust and
each Portfolio to the extent administrative services and functions
are not provided to the Trust or such Portfolio pursuant to the
Trust's or such Portfolio's investment advisory agreement,
distribution agreement, custodian agreement and transfer agent
agreement;
(R) furnish advice and recommendations with respect to other aspects
of the business and affairs of the Portfolios as the Trust and the
Administrator shall determine desirable; and
(S) prepare and file with the SEC the semi-annual report for the Trust
on Form N-SAR and all required notices pursuant to Rule 24f-2.
3
<PAGE> 5
Also, the Administrator will perform other services for the Trust as agreed from
time to time, including, but not limited to mailing the annual reports of the
Portfolios; preparing an annual list of shareholders; and mailing notices of
shareholders' meetings, proxies and proxy statements, for all of which the Trust
will pay the Administrator's out-of-pocket expenses.
ARTICLE 3. Allocation of Charges and Expenses.
(A) The Administrator. The Administrator shall furnish at its own
expense the executive, supervisory and clerical personnel necessary to perform
its obligations under this Agreement. The Administrator shall also provide the
items which it is obligated to provide under this Agreement, and shall pay all
compensation, if any, of officers of the Trust as well as all Trustees of the
Trust who are affiliated persons of the Administrator or any affiliated
corporation of the Administrator; provided, however, that unless otherwise
specifically provided, the Administrator shall not be obligated to pay the
compensation of any employee of the Trust retained by the Trustees of the Trust
to perform services on behalf of the Trust.
(B) The Trust. The Trust assumes and shall pay or cause to be paid all
other expenses of the Trust not otherwise allocated herein, including, without
limitation, organizational costs, taxes, expenses for legal and auditing
services performed by parties unaffiliated with the Administrator, the expenses
of preparing (including typesetting), printing and mailing reports,
prospectuses, statements of additional information, proxy solicitation material
and notices to existing Shareholders, all expenses incurred in connection with
issuing and redeeming Shares, the costs of pricing services, the costs of
custodial services, the cost of initial and ongoing registration of the Shares
under Federal and state securities laws, fees and out-of-pocket expenses of
Trustees who are not affiliated persons of the Administrator or the investment
adviser to the Trust or any affiliated corporation of the Administrator or the
investment Adviser, the costs of Trustees' meetings, insurance, interest,
brokerage costs, litigation and other extraordinary or nonrecurring expenses,
and all fees and charges of investment advisers to the Trust.
ARTICLE 4. Compensation of the Administrator.
(A) Administration Fee. For the services to be rendered, the facilities
furnished and the expenses assumed by the Administrator pursuant to this
Agreement, the Trust shall pay to the Administrator compensation at an annual
rate specified in the Schedules. Such compensation shall be calculated and
accrued daily, and paid to the Administrator monthly. The Trust shall also
reimburse the Administrator for its reasonable out-of-pocket expenses.
If this Agreement becomes effective subsequent to the first day of a
month or terminates before the last day of a month, the Administrator's
compensation for that part of the month in which this Agreement is in effect
shall be prorated in a manner consistent with the calculation of the fees as set
forth above. Payment of the Administrator's compensation for the preceding month
shall be made promptly.
4
<PAGE> 6
(B) Compensation from Transactions. The Trust hereby authorizes any
entity or person associated with the Administrator which is a member of a
national securities exchange to effect any transaction on the exchange for the
account of the Trust which is permitted by Section 11 (a) of the Securities
Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the Trust hereby
consents to the retention of compensation for such transactions in accordance
with Rule 11a2-2(T) (a) (2) (iv).
(C) Survival of Compensation Rates. All rights of compensation under
this Agreement for services performed as of the termination date shall survive
the termination of this Agreement.
ARTICLE 5. Limitation of Liability of the Administrator. The duties of
the Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or
omission in carrying out its duties hereunder, except a loss resulting from
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of reckless disregard of its obligations and duties
hereunder, except as may otherwise be provided under provisions of applicable
law which cannot be waived or modified hereby. (As used in this Article 5, the
term "Administrator" shall include directors, officers, employees and other
agents of the Administrator as well as that corporation itself.)
So long as the Administrator, or its agents, acts in good faith and
with due diligence the Trust assumes full responsibility and shall indemnify the
Administrator and hold it harmless from and against any and all actions, suits
and claims, whether groundless or otherwise, and from and against any and all
losses, damages, costs, charges, reasonable counsel fees and disbursements,
payments, expenses and liabilities (including reasonable investigation expenses)
arising directly or indirectly out of said administration, transfer agency, and
dividend disbursing relationships to the Trust or any other service rendered to
the Trust hereunder. The indemnity and defense provisions set forth herein shall
indefinitely survive the termination of this Agreement.
The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation with
respect to which indemnification hereunder may ultimately be merited. In order
that the indemnification provision contained herein shall apply, however, it is
understood that if in any case the Trust may be asked to indemnify or hold the
Administrator harmless, the Trust shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is further
understood that the Administrator will use all reasonable care to identify and
notify the Trust promptly concerning any situation which presents or appears
likely to present the probability of such a claim for indemnification against
the Trust, but failure to do so in good faith shall not affect the rights
hereunder.
The Trust shall be entitled to participate at its own expense or, if it
so elects, to assume the defense of any suit brought to enforce any claims
subject to this indemnity provision. If the Trust elects to assume the defense
of any such claim, the defense shall be conducted by counsel chosen by the Trust
and satisfactory to the Administrator, whose approval shall not be unreasonably
withheld. In the event that the Trust elects to assume the defense of any suit
and retain counsel, the Administrator shall bear the fees and expenses of any
additional counsel retained by it. If the Trust does not elect to assume the
5
<PAGE> 7
defense of a suit, it will reimburse the Administrator for the reasonable fees
and expenses of any counsel retained by the Administrator.
The Administrator may apply to the Trust at any time for instructions
and may consult counsel for the Trust (or other outside counsel) and with
independent accountants and other experts with respect to any matter arising in
connection with the Administrator's duties, and the Administrator shall not be
liable or accountable for any action taken or omitted by it in good faith in
accordance with such instruction or with the opinion of such counsel,
accountants or other experts.
Also, the Administrator shall be protected in acting upon any document
which it reasonably believes to be genuine and to have been signed or presented
by the proper person or persons. Nor shall the Administrator be held to have
notice of any change of authority of any officers, employee or agent of the
Trust until receipt of written notice thereof from the Trust.
ARTICLE 6. Activities of the Administrator. The services of the
Administrator rendered to the Trust are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests. It is understood that Trustees, officers, employees
and Shareholders of the Trust are or may be or become interested in the
Administrator, as directors, officers, employees and shareholders or otherwise
and that directors, officers, employees and shareholders of the Administrator
and its counsel are or may be or become similarly interested in the Trust, and
that the Administrator may be or become interested in the Trust as a Shareholder
or otherwise.
ARTICLE 7. Confidentiality. The Administrator agrees on behalf of
itself and its employees to treat confidentially all records and other
information relative to the Trust and its prior, present or potential
Shareholders and relative to the Adviser and its prior, present or potential
customers, except, after prior notification to and approval in writing by the
Trust, which approval shall not be unreasonably withheld and may not be withheld
where the Administrator may be exposed to civil or criminal contempt proceedings
for failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust.
ARTICLE 8. Equipment Failures. In the event of equipment failures
beyond the Administrator's control, the Administrator shall, at no additional
expense to the Trust, take reasonable steps to minimize service interruptions
but shall have no liability with respect thereto. The Administrator shall
develop and maintain a plan for recovery from equipment failures which may
include contractual arrangements with appropriate parties making reasonable
provision for emergency use of electronic data processing equipment to the
extent appropriate equipment is available.
ARTICLE 9. Compliance With Governmental Rules and Regulations. The
Administrator undertakes to comply with all applicable requirements of the 1933
Act, the 1934 Act, the 1940 Act and any laws, rules and regulations of
governmental authorities having jurisdiction with respect to the duties to be
performed by the Administrator hereunder.
6
<PAGE> 8
ARTICLE 10. Duration and Termination of this Agreement. This Agreement
shall become effective on the date set forth in the Schedules and shall remain
in effect for the initial term of the Agreement (the "Initial Term") and each
renewal term thereof (each, a "Renewal Term"), each as set forth in the
Schedules, unless terminated in accordance with the provisions of this Article
10. This Agreement may be terminated only: (a) by the mutual written agreement
of the parties; (b) by either party hereto on 90 days' written notice, as of the
end of the Initial Term or the end of any Renewal Term; (c) by either party
hereto on such date as is specified in written notice given by the terminating
party, in the event of a material breach of this Agreement by the other party,
provided the terminating party has notified the other party of such breach at
least 45 days prior to the specified date of termination and the breaching party
has not remedied such breach by the specified date; (d) effective upon the
filing of a petition for bankruptcy or seeking protection from creditors of the
Administrator; or (e) as to any Portfolio or the Trust, effective upon the
liquidation of such Portfolio or the Trust, as the case may be. For purposes of
this Article 10, the term "liquidation" shall mean a transaction in which the
assets of the Trust or a Portfolio are sold or otherwise disposed of and
proceeds therefrom are distributed in cash to the shareholders in complete
liquidation of the interests of such shareholders in the entity.
This Agreement shall not be assignable by the Administrator, without
the prior written consent of the Trust.
ARTICLE 11. Amendments. This Agreement may be amended by the parties
hereto only if such amendment is specifically approved by the vote of a majority
of the Trustees of the Trust.
ARTICLE 12. Certain Records. The Administrator shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Administrator
on behalf of the Trust shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Trust and will be made available
to or surrendered promptly to the Trust on request.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Trust and follow the Trust's
instructions as to permitting or refusing such inspection; provided that the
Administrator may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so, unless
(in cases involving potential exposure only to civil liability) the Trust has
agreed to indemnify the Administrator against such liability.
ARTICLE 13. Definitions of Certain Terms. The terms "assignment",
"interested person" and "affiliated person," when used in this Agreement, shall
have the respective meanings specified in the 1940 Act and the rules and
regulations thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission.
7
<PAGE> 9
ARTICLE 14. Notice. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party to the party giving
notice: if to the Trust, at c/o Kevin P. Robins, General Counsel, SEI
Investments, One Freedom Valley Road, Oaks, PA 19456; and if to the
Administrator at One Freedom Valley Road, Oaks, PA 19456.
ARTICLE 15. Governing Law. This Agreement shall be construed in
accordance with the laws of the Commonwealth of Massachusetts and the applicable
provisions of the 1940 Act. To the extent that the applicable laws of the
Commonwealth of Massachusetts, or any of the provisions herein, conflict with
the applicable provisions of the 1940 Act, the latter shall control.
ARTICLE 16. Multiple Originals. This Agreement may be executed in two
or more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
ARTICLE 17. Limitation of Liability. The Administrator is hereby
expressly put on notice of the limitation of liability as set forth in Article
XI of the Trust's Declaration of Trust and agrees that the obligations pursuant
to this Agreement of a particular Portfolio and of the Trust with respect to
that Portfolio shall be limited solely to the assets of that Portfolio, and the
Administrator shall not seek satisfaction of any such obligation from any other
Portfolio, the shareholders of any Portfolio, the Trustees, officers, employees
or agents of the Trust, or any of them.
ARTICLE 18. Binding Agreement. This Agreement, and the rights and
obligations of the parties and the Portfolios hereunder, shall be binding on,
and inure to the benefit of, the parties and the Portfolios and the respective
successors and assigns of each of them.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
HIGHMARK FUNDS
By: /s/
------------------------------
Title: Attest: /s/
--------------------------- -----------------------------
SEI FUND RESOURCES
By: /s/
------------------------------
Title: Attest: /s/
--------------------------- -----------------------------
8
<PAGE> 10
SCHEDULE
TO THE ADMINISTRATION AGREEMENT
DATED AS OF FEBRUARY 15, 1997
BETWEEN
HIGHMARK FUNDS
AND
SEI FUND RESOURCES
Fees: Pursuant to Article 6, Section A, the Trust shall pay the Administrator
compensation for services rendered to the HighMark California Tax-Free
Money Market Fund, HighMark Diversified Money Market Fund, HighMark
Tax-Free Fund, HighMark U.S. Government Money Market Fund, HighMark
100% U.S. Treasury Money Market Fund, HighMark Balanced Fund, HighMark
Growth Fund, HighMark Income Equity Fund, HighMark Bond Fund, HighMark
Government Bond Fund, HighMark Income and Growth Fund, HighMark
Intermediate Term Bond Fund, HighMark California Intermediate Term Bond
Fund, HighMark Government Securities Fund, HighMark Convertible
Securities Fund, HighMark Value Momentum Fund, HighMark Blue Chip
Growth Fund, HighMark Emerging Growth Fund and HighMark International
Equity Fund (the "Portfolios") at an annual rate equal to .20% of the
average daily net assets of the Portfolios, which is calculated daily
and paid monthly.
Term: Pursuant to Article 9, the term of this Agreement shall commence on
February 15, 1997 and shall remain in effect through July 31, 1999
("Initial Term"). This Agreement shall continue in effect for
successive periods of 1 year after the Initial Term, unless terminated
by either party on not less than 90 days prior written notice to the
other party.
9
<PAGE> 1
Exhibit 9(c)
Transfer Agency and Service Agreement
between the Registrant and State Street Bank and Trust Company
6
<PAGE> 2
TRANSFER AGENCY AND SERVICE AGREEMENT
between
STATE STREET BANK AND TRUST COMPANY
and
HIGHMARK FUNDS
<PAGE> 3
TRANSFER AGENCY AND SERVICE AGREEMENT AGREEMENT made as of the 15th
day of February, 1997, by and between HighMark Funds, a Massachusetts business
trust, having its principal office and place of business at Oaks, PA 19456 (the
"Fund"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company
having its principal office and place of business at 225 Franklin Street,
Boston, Massachusetts 02110 (the "Transfer Agent").
WHEREAS, the Fund is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Fund currently offers shares in the series listed on
Schedule A hereto (each such series, together with all other series subsequently
established by the Fund and made subject to this Agreement in accordance with
Article 10, are herein referred to individually as a "Portfolio", and
collectively as the "Portfolios");
WHEREAS, the Fund on behalf of the Portfolios desires to appoint the
Transfer Agent as its transfer agent, dividend disbursing agent, and agent in
connection with certain other activities, and the Transfer Agent desires to
accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
Article l Terms of Appointment; Duties of the Transfer Agent
1.01 Subject to the terms and conditions set forth in this
Agreement, the Fund, on behalf of the Portfolios, hereby employs and appoints
the Transfer Agent to act as, and the Transfer Agent agrees to act, as its
transfer agent for the authorized and issued shares of beneficial interest of
the Fund representing interests in each of the respective Portfolios ("Shares"),
dividend disbursing agent, and agent in connection with any accumulation,
open-account or similar plans provided to the shareholders of each of the
respective Portfolios of the Fund ("Shareholders") and set out in the currently
effective prospectus and statement of additional information ("prospectus") of
the Fund relating to the applicable Portfolio, including without limitation any
periodic investment plan or periodic withdrawal program.
2
<PAGE> 4
1.02 The Transfer Agent agrees that it will perform the
following services:
(a) In accordance with any procedures which may be
established from time to time by agreement between the Fund on behalf of each of
the Portfolios, as applicable, and the Transfer Agent, the Transfer Agent shall:
(i) Receive for acceptance orders for the purchase of
Shares and promptly deliver payment and appropriate
documentation thereof to the custodian of the Fund
authorized pursuant to the Declaration of Trust of
the Fund (the "Custodian");
(ii) Pursuant to purchase orders, issue the appropriate
number of Shares and hold such Shares in the
appropriate Shareholder account;
(iii) Receive for acceptance redemption requests and
redemption directions and deliver the appropriate
documentation thereof to the Custodian;
(iv) With respect to the transactions in items (i), (ii)
and (iii) above, the Transfer Agent may execute
transactions directly with broker-dealers authorized
by the Fund (or the Distributor) who shall for such
purpose be deemed to be acting on behalf of the
Fund;
(v) At the appropriate time as and when it receives
monies paid to it by the Custodian with respect to
any redemption, pay over or cause to be paid over in
the appropriate manner such monies as instructed by
the redeeming Shareholders;
(vi) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(vii) Prepare and transmit payments for dividends and
distributions declared by the Fund on behalf of the
applicable Portfolio;
(viii) Maintain records of account for and advise the Fund
and its Shareholders as to the foregoing;
3
<PAGE> 5
(ix) Record the issuance of Shares of the Fund and
maintain pursuant to SEC Rule 17Ad-10(e) a record of
the total number of Shares which are authorized,
based upon data provided to it by the Fund, and
issued and outstanding. The Transfer Agent shall
also provide the Fund on a regular basis with the
total number of Shares which are authorized and
issued and outstanding and shall have no obligation,
when recording the issuance of Shares, to monitor
the issuance of such Shares or to take cognizance of
any laws relating to the issue or sale of such
Shares, which functions shall be the sole
responsibility of the Fund; and
(x) The Transfer Agent shall provide additional services
on behalf of the Fund (e.g., escheatment services)
which may be agreed upon in writing between the Fund
and the Transfer Agent.
(b) In addition to and neither in lieu nor in contravention
of the services set forth in the above paragraph (a), the Transfer Agent shall:
(i) perform the customary services of a transfer agent, dividend disbursing
agent, and, as relevant, agent in connection with accumulation, open-account or
similar plans (including without limitation any periodic investment plan or
periodic withdrawal program), including but not limited to: maintaining all
Shareholder accounts, preparing Shareholder meeting lists, mailing proxies,
mailing Shareholder reports and prospectuses to current Shareholders,
withholding taxes on U.S. resident and non-resident alien accounts, preparing,
mailing and filing U.S. Treasury Department Forms 1099 and other appropriate
forms required with respect to dividends and distributions by federal
authorities for all Shareholders, preparing and mailing confirmation forms and
statements of account to Shareholders for all purchases and redemptions of
Shares and other confirmable transactions in Shareholder accounts, preparing and
mailing activity statements for Shareholders, and providing Shareholder account
information and (ii) provide a system which will enable the Fund to monitor the
total number of Shares sold in each State.
(c) The Fund shall (i) identify to the Transfer Agent in
writing those transactions and assets to be treated as exempt from blue sky
reporting for each State and (ii) verify the
4
<PAGE> 6
establishment of transactions for each State on the system prior to the
effective date of this Agreement. The responsibility of the Transfer Agent for
the Fund's blue sky State registration status is solely limited to monitoring
the daily activity for each State, the initial establishment of transactions
subject to blue sky compliance by the Fund and the reporting of such
transactions to the Fund as provided above.
(d) Procedures as to who shall provide certain of these
services in Article 1 may be established from time to time by written agreement
between the Fund and the Transfer Agent, whereby the Transfer Agent may perform
only a portion of these services and the Fund or other agent may perform these
services on each Portfolio's behalf.
Article 2 Fees and Expenses
2.01 For the performance by the Transfer Agent pursuant to
this Agreement, the Fund agrees on behalf of each Retail Shares class of the
Portfolios, except the HighMark Tax-Free Fund, HighMark Government Bond Fund and
the HighMark Income and Growth Fund to pay the Transfer Agent an annual
maintenance fee for each Shareholder account as set out in Schedule B attached
hereto. Such fees and out-of-pocket expenses and cash advances identified under
Section 2.02 below may be changed from time to time subject to mutual written
agreement between the Fund and the Transfer Agent.
2.02 In addition to the fee paid under Section 2.01 above,
the Fund agrees on behalf of each Retail Shares class of the Portfolios to
reimburse the Transfer Agent for out-of-pocket expenses as set forth in Schedule
B hereto, or advances incurred by the Transfer Agent for the items set out in
Schedule B attached hereto. In addition, any other expenses incurred by the
Transfer Agent at the request or with the consent of the Fund, will be
reimbursed by the Fund on behalf of the applicable Portfolio.
2.03 The Fund agrees on behalf of each Retail Shares class
of the Portfolios to pay all fees and reimbursable expenses within thirty (30)
days following the receipt of the respective billing notice. Postage for mailing
of dividends, proxies, Fund reports and other mailings to all
5
<PAGE> 7
Shareholder accounts shall be advanced to the Transfer Agent by the Fund at
least seven (7) days prior to the mailing date of such materials.
Article 3 Representations and Warranties of the Transfer Agent
The Transfer Agent represents and warrants to the Fund
that:
3.01 It is a corporation duly organized and existing and in
good standing under the laws of the State of Massachusetts.
3.02 It is duly qualified to carry on its business in the
states where it is conducting business.
3.03 It is empowered under applicable laws and by its
Charter and By-Laws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
3.05 It has and will continue to have access to the
necessary facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
3.06 It is registered as a transfer agent pursuant to
Section 17A of the Securities Exchange Act of 1934.
Article 4 Representations and Warranties of the Fund
The Fund represents and warrants to the Transfer Agent that:
4.01 It is a business trust duly organized and existing and
in good standing under the laws of the Commonwealth of Massachusetts. .
4.02 It is empowered under applicable laws and by its
Declaration of Trust and By-Laws to enter into and perform this Agreement.
4.03 All corporate proceedings required by said Declaration
of Trust and By-Laws have been taken to authorize it to enter into and perform
this Agreement.
4.04 It is an open-end and diversified management investment
company registered under the Investment Company Act of 1940, as amended.
6
<PAGE> 8
4.05 A registration statement under the Securities Act of
1933, as amended, relating to the Shares of each of the Portfolios is currently
effective.
Article 5 Data Access and Proprietary Information
5.01 The Fund acknowledges that the data bases, computer
programs, screen formats, report formats, interactive design techniques, and
documentation manuals furnished to the Fund by the Transfer Agent as part of the
Fund's ability to access certain Fund-related data ("Customer Data") maintained
by the Transfer Agent on data bases under the control and ownership of the
Transfer Agent or other third party ("Data Access Services") constitute
copyrighted, trade secret, or other proprietary information (collectively,
"Proprietary Information") of substantial value to the Transfer Agent or other
third party. In no event shall Proprietary Information be deemed Customer Data.
The Fund agrees to treat all Proprietary Information as proprietary to the
Transfer Agent and further agrees that it shall not divulge any Proprietary
Information to any person or organization except as may be provided hereunder.
Without limiting the foregoing, the Fund agrees for itself and its employees and
agents:
(a) to access Customer Data solely from locations as may
be designated in writing by the Transfer Agent and
solely in accordance with the Transfer Agent's
applicable user documentation;
(b) to refrain from copying or duplicating in any way
the Proprietary Information;
(c) to refrain from obtaining unauthorized access to any
portion of the Proprietary Information, and if such
access is inadvertently obtained, to inform the
Transfer Agent in a timely manner of such fact and
dispose of such information in accordance with the
Transfer Agent 's instructions;
(d) to refrain from causing or allowing data acquired
hereunder from being retransmitted to any
unauthorized computer facility or other location,
except with the prior written consent of the
Transfer Agent;
7
<PAGE> 9
(e) that the Fund shall have access only to those
authorized transactions agreed upon by the parties;
and
(f) to honor all reasonable written requests made by the
Transfer Agent to protect at the Transfer Agent's
expense the rights of the Transfer Agent in
Proprietary Information at common law, under federal
copyright law and under other federal or state law.
Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this Article 5. The obligations of this Article
shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Transfer Agent that any of the
Data Access Services do not operate in material compliance with the most
recently issued user documentation for such services, the Transfer Agent shall
endeavor in a timely manner to correct such failure. Organizations from which
the Transfer Agent may obtain certain data included in the Data Access Services
are solely responsible for the contents of such data and the Fund agrees to make
no claim against the Transfer Agent arising out of the contents of such
third-party data, including, but not limited to, the accuracy thereof. DATA
ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN
CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER
AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Fund include the
ability to originate electronic instructions to the Transfer Agent in order to
(i) effect the transfer or movement of cash or Shares or (ii) transmit
Shareholder information or other information, then in such event the Transfer
Agent shall be entitled to rely on the validity and authenticity of such
instruction without undertaking any further inquiry as long as such instruction
is undertaken in conformity with security procedures established by the Transfer
Agent from time to time.
8
<PAGE> 10
Article 6 Indemnification
6.01 The Transfer Agent shall not be responsible for, and
the Fund shall on behalf of the applicable Portfolio indemnify and hold the
Transfer Agent harmless from and against, any and all losses, damages, costs,
charges, reasonable counsel fees, payments, expenses and liability arising out
of or attributable to:
(a) All actions of the Transfer Agent or its agents or
subcontractors required to be taken pursuant to this Agreement, provided that
such actions are taken in good faith and without negligence or willful
misconduct.
(b) The Fund's lack of good faith, negligence or willful
misconduct which arise out of the breach of any representation or warranty of
the Fund hereunder.
(c) The reliance on or use by the Transfer Agent or its
agents or subcontractors of information, records, documents or services which
(i) are received by the Transfer Agent or its agents or subcontractors, and (ii)
have been prepared, maintained or performed by the Fund or any other person or
firm on behalf of the Fund including but not limited to any previous transfer
agent or registrar, provided that such actions are taken in good faith and
without negligence or willful misconduct.
(d) The reliance on, or the carrying out by the Transfer
Agent or its agents or subcontractors of any instructions or requests of the
Fund on behalf of the applicable Portfolio reasonably believed by the Bank to
have been signed or authorized by the Fund on behalf of the applicable
Portfolio, provided that such actions are taken in good faith and without
negligence or willful misconduct.
(e) The offer or sale of Shares in violation of any
requirement under the federal securities laws or regulations or the securities
laws or regulations of any state that such Shares be registered in such state or
in violation of any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such Shares in such
state, provided that such actions are taken in good faith and without negligence
or willful misconduct and further provided, that the Transfer Agent shall not be
indemnified with respect to claims based solely on the
9
<PAGE> 11
fact that shares of the Fund were not registered in a state and the Transfer
Agent had been previously notified by the Fund that the Fund is not registered
in such state.
6.02 At any time the Transfer Agent may apply to any officer
of the Fund for instructions, and may consult with legal counsel with respect to
any matter arising in connection with the services to be performed by the
Transfer Agent under this Agreement, and the Transfer Agent and its agents or
subcontractors shall not be liable and shall be indemnified by the Fund on
behalf of the applicable Portfolio for any action taken or omitted by it in
reliance upon such instructions or upon the written opinion of such counsel. The
Transfer Agent, its agents and subcontractors shall be protected and indemnified
in acting upon any paper or document furnished by or on behalf of the Fund,
reasonably believed to be genuine and to have been signed by the proper person
or persons, or upon any instruction, information, data, records or documents
provided the Transfer Agent or its agents or subcontractors by machine readable
input, telex, CRT data entry or other similar means authorized by the Fund, and
shall not be held to have notice of any change of authority of any person, until
receipt of written notice thereof from the Fund.
6.03 In order that the indemnification provisions contained
in this Article 6 shall apply, upon the assertion of a claim for which the Fund
may be required to indemnify the Transfer Agent, the Transfer Agent shall
promptly notify the Fund of such assertion, and shall keep the Fund advised with
respect to all developments concerning such claim. The Fund shall have the
option to participate with the Transfer Agent in the defense of such claim or to
defend against said claim in its own name or in the name of the Transfer Agent.
The Transfer Agent shall in no case confess any claim or make any compromise in
any case in which the Fund may be required to indemnify the Transfer Agent
except with the Fund's prior written consent.
Article 7 Standard of Care
7.01 The Transfer Agent shall at all times act in good faith
and agrees to use its best efforts within reasonable limits to insure the
accuracy of all services performed under this Agreement, but assumes no
responsibility and shall not be liable for loss or damage due to errors
10
<PAGE> 12
unless said errors are caused by its negligence, bad faith, or willful
misconduct or that of its employees. Article 8 Covenants of the Fund and the
Transfer Agent
8.01 The Fund on behalf of each Portfolio shall promptly
furnish to the Transfer Agent the following:
(a) A certified copy of the resolution of the Board of
Trustees of the Fund authorizing the appointment of the Transfer Agent and the
execution and delivery of this Agreement.
(b) A copy of the Declaration of Trust and By-Laws of the
Fund and amendments thereto.
8.02 The Transfer Agent hereby agrees to establish and
maintain facilities and procedures reasonably acceptable to the Fund for
safekeeping of check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such forms and
devices.
8.03 The Transfer Agent shall keep records relating to the
services to be performed hereunder, in the form and manner as it may deem
advisable. To the extent required by Section 31 of the Investment Company Act of
1940, as amended, and the Rules thereunder, the Transfer Agent agrees that all
such records prepared or maintained by the Transfer Agent relating to the
services to be performed by the Transfer Agent hereunder are the property of the
Fund and will be preserved, maintained and made available in accordance with
such Section and Rules, and will be surrendered promptly to the Fund on and in
accordance with its request.
8.04 The Transfer Agent and the Fund agree that all books,
records, information and data pertaining to the business of the other party
which are exchanged or received pursuant to the negotiation or the carrying out
of this Agreement shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required by law.
8.05 In case of any requests or demands for the inspection
of the Shareholder records of any Portfolio of the Fund, the Transfer Agent will
endeavor to notify the Fund and to secure instructions from an authorized
officer of the Fund as to such inspection. The Transfer
11
<PAGE> 13
Agent reserves the right, however, to exhibit the Shareholder records to any
person whenever it is advised by its counsel that it may be held liable for the
failure to exhibit the Shareholder records to such person unless (in cases
involving potential exposure only to civil liability) the Fund has agreed to
indemnify the Transfer Agent against such liability.
Article 9 Termination of Agreement
9.1 This Agreement may be terminated by either party upon
one hundred twenty (120) days written notice to the other.
9.2 Should the Fund exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and materials
will be borne by the Fund on behalf of the applicable Retail Class shares of
each Portfolio(s). Additionally, the Transfer Agent reserves the right to charge
as liquidation damages associated with such termination, the equivalent to the
prior one month transfer agency fees if termination occurs within the first year
of the Transfer Agency & Service Agreement.
Article 10 Additional Funds
10.01 In the event that the Fund establishes one or more
additional series of Shares with respect to which it desires to have the
Transfer Agent render services as transfer agent under the terms hereof, it
shall notify the Transfer Agent in writing, and if the Transfer Agent agrees in
writing to provided such services, such series of Shares shall become a
Portfolio hereunder.
Article 11 Assignment
11.01 Except as provided in Section 11.03 below, neither
this Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.
11.02 This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and assigns.
11.03 The Transfer Agent may, without further consent on the
part of the Fund, subcontract for the performance hereof with (i) Boston
Financial Data Services, Inc., a Massachusetts corporation ("BFDS") which is
duly registered as a transfer agent pursuant to
12
<PAGE> 14
Section 17Ac2-1 of the Securities Exchange Act of 1934, as amended ("Section
17Ac2-1"), (ii) a BFDS subsidiary duly registered as a transfer agent pursuant
to Section 17Ac2-1 or (iii) a BFDS affiliate; provided, however, that the
Transfer Agent shall be as fully responsible to the Fund for the acts and
omissions of any subcontractor as it is for its own acts and omissions.
Article 12 Amendment
12.01 This Agreement may be amended or modified by a written
agreement executed by both parties.
Article 13 Massachusetts Law to Apply
13.01 This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts without regard to the conflict of laws, provisions thereof.
Article 14 Force Majeure
14.01 In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its control, or
other causes reasonably beyond its control, such party shall not be liable to
the other for any damages resulting from such failure to perform or otherwise
from such causes.
Article 15 Consequential Damages
15.01 Neither party to this Agreement shall be liable to the
other party for consequential damages under any provision of this Agreement or
for any consequential damages arising out of any act or failure to act
hereunder.
Article 16 Merger of Agreement
16.01 This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with respect to
the subject matter hereof whether oral or written.
Article 17 Limitations of Liability of the Trustees and Shareholders
17.01 A copy of the Declaration of Trust of the Fund is on
file with the Secretary of the Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed
13
<PAGE> 15
on behalf of the Trustees of the Fund as Trustees and not individually and that
the obligations of this instrument are not binding upon any of the Trustees or
Shareholders individually but are binding only upon the assets and property of
the Fund.
Article 18 Counterparts
18.01 This Agreement may be executed by the parties hereto
on any number of counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their names and on their behalf by and through their
duly authorized officers, as of the day and year first above written.
HIGHMARK FUNDS
BY: /s/
--------------------------------
Vice President
ATTEST:
/s/
- --------------------------------
STATE STREET BANK AND TRUST
COMPANY
BY: /s/
--------------------------------
Vice President
ATTEST:
/s/
- --------------------------------
14
<PAGE> 16
SCHEDULE A
TO THE TRANSFER AGENCY
AND SERVICE AGREEMENT
DATED
FEBRUARY 15, 1997
HighMark California Tax-Free Money Market Fund (Fiduciary and Retail Shares)
HighMark Diversified Money Market Fund (Fiduciary and Retail Shares)
HighMark Tax-Free Fund (Fiduciary and Retail Shares)
HighMark U.S. Government Money Market Fund (Fiduciary and Retail Shares)
HighMark 100% U.S. Treasury Money Market Fund (Fiduciary and Retail Shares)
HighMark Balanced Fund (Fiduciary and Retail Shares)
HighMark Growth Fund (Fiduciary and Retail Shares)
HighMark Income Equity Fund (Fiduciary and Retail Shares)
HighMark Bond Fund (Fiduciary and Retail Shares)
HighMark Government Bond Fund (Fiduciary and Retail Shares)
HighMark Income and Growth Fund (Fiduciary and Retail Shares)
HighMark Intermediate Term Bond Fund (Fiduciary and Retail Shares)
HighMark California Intermediate Term Bond Fund (Fiduciary and Retail Shares)
HighMark Government Securities Fund (Fiduciary Shares only)
HighMark Convertible Securities Fund (Fiduciary Shares only)
HighMark Value Momentum Fund (Fiduciary and Retail Shares)
HighMark Blue Chip Growth Fund (Fiduciary Shares only)
HighMark Emerging Growth Fund (Fiduciary and Retail Shares)
HighMark International Equity Fund (Fiduciary Shares only)
15
<PAGE> 17
SCHEDULE B
TO THE TRANSFER AGENCY
AND SERVICE AGREEMENT
Annual fees (per class/per fund) $18,000
Fees are billable on a monthly basis at the rate of
1/12 of the annual fee.
Account Transaction Fee $14.00/account
IRA Custodial Fees
Acceptance & Setup $5.00/account
Annual Maintenance $10.00/account
Out-of-Pocket Expenses
Out of pocket expenses include but are not limited to: confirmation statements,
postage, forms, audio response, telephone, records retention, transcripts,
microfilm, microfiche, and expenses incurred at the specific direction of the
fund.
16
<PAGE> 1
Exhibit 11(a)
Consent of Deloitte & Touche LLP
7
<PAGE> 2
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 20 to Registration
Statement under the Securities Act of 1933, filed under Registration Statement
No. 033-12608 of our report dated September 13, 1996, relating to The Highmark
Group, including Diversified Obligations Fund, U.S. Government Obligations Fund,
100% U.S. Treasury Obligations Fund, California Tax-Free Fund, Bond Fund, Income
Equity Fund, Balanced Fund and Growth Fund, included in the Statement of
Additional Information which is incorporated by reference and to the
reference to us under the caption "Auditors", in such Registration Statement
incorporated by reference.
DELOITTE & TOUCHE LLP
Dayton, Ohio
February 24, 1997
<PAGE> 1
Exhibit 11(b)
Consent of Coopers & Lybrand L.L.P.
8
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTS
We consent to the reference to our Firm under the Caption "Financial
Highlights" in the Prospectuses for Retail Shares and in the Prospectuses for
Fiduciary Shares of the Diversified Money Market Fund, U.S. Government
Obligations Money Market Fund, 100% U.S. Treasury Obligations Money Market
Fund, California Tax-Free Money Market Fund, Bond Fund, Income Equity Fund,
Balanced Fund, and Growth Fund incorporated by reference in this
Post-Effective Amendment No. 20 to the Registration Statement on
Form N-1A of The Highmark Group (File No. 33-12608).
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
February 24, 1997
<PAGE> 1
Exhibit 11(c)
Consent of Ropes & Gray
<PAGE> 2
CONSENT OF COUNSEL
We hereby consent to the use of our name and the references to our
firm under the caption "Legal Counsel" included in or made a part of
Post-Effective Amendment No. 20 to the Registration Statement (Nos. 33-12608
and 811-5059) of HighMark Funds on Form N-1A under the Securities Act of 1933,
as amended.
Ropes & Gray
Washington, D.C.
February 25, 1997
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000811527
<NAME> THE HIGHMARK GROUP
<SERIES>
<NUMBER> 011
<NAME> THE HIGHMARK DIVERSIFIED OBLIGATIONS FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-1-1995
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 435402
<INVESTMENTS-AT-VALUE> 435402
<RECEIVABLES> 2256
<ASSETS-OTHER> 17
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 437675
<PAYABLE-FOR-SECURITIES> 5000
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1948
<TOTAL-LIABILITIES> 6948
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 431097
<SHARES-COMMON-STOCK> 186031<F1>
<SHARES-COMMON-PRIOR> 128276<F1>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 370
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 430727
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 22468
<OTHER-INCOME> 0
<EXPENSES-NET> 2987
<NET-INVESTMENT-INCOME> 19481
<REALIZED-GAINS-CURRENT> 16
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 19497
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 19481
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1099638<F1>
<NUMBER-OF-SHARES-REDEEMED> 1049143<F1>
<SHARES-REINVESTED> 7260<F1>
<NET-CHANGE-IN-ASSETS> 32060
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 386
<GROSS-ADVISORY-FEES> 1591
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4314
<AVERAGE-NET-ASSETS> 158401<F1>
<PER-SHARE-NAV-BEGIN> 1.00<F1>
<PER-SHARE-NII> 0.049<F1>
<PER-SHARE-GAIN-APPREC> 0<F1>
<PER-SHARE-DIVIDEND> 0.049<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 1.00<F1>
<EXPENSE-RATIO> 0.75<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>INVESTOR SHARES
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000811527
<NAME> THE HIGHMARK GROUP
<SERIES>
<NUMBER> 012
<NAME> THE HIGHMARK DIVERSIFIED OBLIGATIONS FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-1-1995
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 435402
<INVESTMENTS-AT-VALUE> 435402
<RECEIVABLES> 2256
<ASSETS-OTHER> 17
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 437675
<PAYABLE-FOR-SECURITIES> 5000
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1948
<TOTAL-LIABILITIES> 6948
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 431097
<SHARES-COMMON-STOCK> 245066<F1>
<SHARES-COMMON-PRIOR> 270777<F1>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 370
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 430727
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 22468
<OTHER-INCOME> 0
<EXPENSES-NET> 2987
<NET-INVESTMENT-INCOME> 19481
<REALIZED-GAINS-CURRENT> 16
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 19497
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 19481
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 843405<F1>
<NUMBER-OF-SHARES-REDEEMED> 869182<F1>
<SHARES-REINVESTED> 66<F1>
<NET-CHANGE-IN-ASSETS> 32060
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 386
<GROSS-ADVISORY-FEES> 1591
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4314
<AVERAGE-NET-ASSETS> 239255<F1>
<PER-SHARE-NAV-BEGIN> 1.00<F1>
<PER-SHARE-NII> 0.049<F1>
<PER-SHARE-GAIN-APPREC> 0<F1>
<PER-SHARE-DIVIDEND> 0.049<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 1.00<F1>
<EXPENSE-RATIO> 0.75<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>FIDUCIARY SHARES
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000811527
<NAME> THE HIGHMARK GROUP
<SERIES>
<NUMBER> 021
<NAME> THE HIGHMARK U.S. GOVERNMENT OBLIGATIONS FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-1-1995
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 227621
<INVESTMENTS-AT-VALUE> 227621
<RECEIVABLES> 557
<ASSETS-OTHER> 33
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 228211
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1014
<TOTAL-LIABILITIES> 1014
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 227373
<SHARES-COMMON-STOCK> 75727<F1>
<SHARES-COMMON-PRIOR> 48492<F1>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 176
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 227197
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 13070
<OTHER-INCOME> 0
<EXPENSES-NET> 1822
<NET-INVESTMENT-INCOME> 11248
<REALIZED-GAINS-CURRENT> 15
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 11263
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 11248
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 712337<F1>
<NUMBER-OF-SHARES-REDEEMED> 688578<F1>
<SHARES-REINVESTED> 3476<F1>
<NET-CHANGE-IN-ASSETS> 94008
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 191
<GROSS-ADVISORY-FEES> 944
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2561
<AVERAGE-NET-ASSETS> 77753<F1>
<PER-SHARE-NAV-BEGIN> 1.00<F1>
<PER-SHARE-NII> 0.048<F1>
<PER-SHARE-GAIN-APPREC> 0<F1>
<PER-SHARE-DIVIDEND> 0.048<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 1.00<F1>
<EXPENSE-RATIO> 0.79<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>INVESTOR SHARES
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000811527
<NAME> THE HIGHMARK GROUP
<SERIES>
<NUMBER> 022
<NAME> THE HIGHMARK U.S. GOVERNMENT OBLIGATIONS FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-1-1995
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 227621
<INVESTMENTS-AT-VALUE> 227621
<RECEIVABLES> 557
<ASSETS-OTHER> 33
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 228211
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1014
<TOTAL-LIABILITIES> 1014
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 227373
<SHARES-COMMON-STOCK> 151646<F1>
<SHARES-COMMON-PRIOR> 159920<F1>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 176
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 227197
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 13070
<OTHER-INCOME> 0
<EXPENSES-NET> 1822
<NET-INVESTMENT-INCOME> 11248
<REALIZED-GAINS-CURRENT> 15
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 11263
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 17476
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1221391<F1>
<NUMBER-OF-SHARES-REDEEMED> 1229676<F1>
<SHARES-REINVESTED> 11<F1>
<NET-CHANGE-IN-ASSETS> 94008
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 191
<GROSS-ADVISORY-FEES> 944
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2561
<AVERAGE-NET-ASSETS> 158304<F1>
<PER-SHARE-NAV-BEGIN> 1.00<F1>
<PER-SHARE-NII> 0.048<F1>
<PER-SHARE-GAIN-APPREC> 0<F1>
<PER-SHARE-DIVIDEND> 0.048<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 1.00<F1>
<EXPENSE-RATIO> 0.77<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>FIDUCIARY SHARES
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000811527
<NAME> THE HIGHMARK GROUP
<SERIES>
<NUMBER> 031
<NAME> THE HIGHMARK 100% U.S. TREASURY OBLIGATIONS FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-1-1995
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 274306
<INVESTMENTS-AT-VALUE> 274306
<RECEIVABLES> 910
<ASSETS-OTHER> 12
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 275228
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1265
<TOTAL-LIABILITIES> 1265
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 273958
<SHARES-COMMON-STOCK> 100626<F1>
<SHARES-COMMON-PRIOR> 88644<F1>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 5
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 273963
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 16193
<OTHER-INCOME> 0
<EXPENSES-NET> 2213
<NET-INVESTMENT-INCOME> 13980
<REALIZED-GAINS-CURRENT> (51)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 13929
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 13980
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 463343<F1>
<NUMBER-OF-SHARES-REDEEMED> 455887<F1>
<SHARES-REINVESTED> 4526<F1>
<NET-CHANGE-IN-ASSETS> (5301)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 56
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1203
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3191
<AVERAGE-NET-ASSETS> 106637<F1>
<PER-SHARE-NAV-BEGIN> 1.00<F1>
<PER-SHARE-NII> 0.046<F1>
<PER-SHARE-GAIN-APPREC> 0<F1>
<PER-SHARE-DIVIDEND> 0.046<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 1.00<F1>
<EXPENSE-RATIO> 0.74<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>INVESTOR SHARES
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000811527
<NAME> THE HIGHMARK GROUP
<SERIES>
<NUMBER> 032
<NAME> THE HIGHMARK 100% U.S. TREASURY OBLIGATIONS FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-1-1995
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 274306
<INVESTMENTS-AT-VALUE> 274306
<RECEIVABLES> 910
<ASSETS-OTHER> 12
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 275228
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1265
<TOTAL-LIABILITIES> 1265
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 273958
<SHARES-COMMON-STOCK> 173332<F1>
<SHARES-COMMON-PRIOR> 190564<F1>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 5
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 273963
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 16193
<OTHER-INCOME> 0
<EXPENSES-NET> 2213
<NET-INVESTMENT-INCOME> 13980
<REALIZED-GAINS-CURRENT> (51)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 13929
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 13980
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 541337<F1>
<NUMBER-OF-SHARES-REDEEMED> 558614<F1>
<SHARES-REINVESTED> 45<F1>
<NET-CHANGE-IN-ASSETS> (5301)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 56
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1203
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3191
<AVERAGE-NET-ASSETS> 194203<F1>
<PER-SHARE-NAV-BEGIN> 1.00<F1>
<PER-SHARE-NII> 0.046<F1>
<PER-SHARE-GAIN-APPREC> 0<F1>
<PER-SHARE-DIVIDEND> 0.046<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 1.00<F1>
<EXPENSE-RATIO> 0.74<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>FIDUCIARY SHARES
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000811527
<NAME> THE HIGHMARK GROUP
<SERIES>
<NUMBER> 041
<NAME> THE HIGHMARK CALIFORNIA TAX-FREE FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-1-1995
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 148504
<INVESTMENTS-AT-VALUE> 148504
<RECEIVABLES> 2932
<ASSETS-OTHER> 907
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 152343
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 364
<TOTAL-LIABILITIES> 364
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 152029
<SHARES-COMMON-STOCK> 53639<F1>
<SHARES-COMMON-PRIOR> 40556<F1>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 49
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 151980
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 5301
<OTHER-INCOME> 0
<EXPENSES-NET> 845
<NET-INVESTMENT-INCOME> 4456
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 4456
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4456
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 120369<F1>
<NUMBER-OF-SHARES-REDEEMED> 108705<F1>
<SHARES-REINVESTED> 1419<F1>
<NET-CHANGE-IN-ASSETS> 5693
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 49
<GROSS-ADVISORY-FEES> 618
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1669
<AVERAGE-NET-ASSETS> 48670<F1>
<PER-SHARE-NAV-BEGIN> 1.00<F1>
<PER-SHARE-NII> 0.029<F1>
<PER-SHARE-GAIN-APPREC> 0<F1>
<PER-SHARE-DIVIDEND> 0.029<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 1.00<F1>
<EXPENSE-RATIO> 0.55<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>INVESTOR SHARES
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000811527
<NAME> THE HIGHMARK GROUP
<SERIES>
<NUMBER> 042
<NAME> THE HIGHMARK CALIFORNIA TAX-FREE FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-1-1996
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 148504
<INVESTMENTS-AT-VALUE> 148504
<RECEIVABLES> 2932
<ASSETS-OTHER> 907
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 152343
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 364
<TOTAL-LIABILITIES> 364
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 152029
<SHARES-COMMON-STOCK> 98389<F1>
<SHARES-COMMON-PRIOR> 105779<F1>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 49
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 151980
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 5301
<OTHER-INCOME> 0
<EXPENSES-NET> 845
<NET-INVESTMENT-INCOME> 4456
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 4456
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4456
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 223524<F1>
<NUMBER-OF-SHARES-REDEEMED> 230920<F1>
<SHARES-REINVESTED> 6<F1>
<NET-CHANGE-IN-ASSETS> 5693
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 49
<GROSS-ADVISORY-FEES> 618
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1669
<AVERAGE-NET-ASSETS> 105875<F1>
<PER-SHARE-NAV-BEGIN> 1.00<F1>
<PER-SHARE-NII> 0.029<F1>
<PER-SHARE-GAIN-APPREC> 0<F1>
<PER-SHARE-DIVIDEND> 0.029<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 1.00<F1>
<EXPENSE-RATIO> 0.55<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>FIDUCIARY SHARES
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000811527
<NAME> THE HIGHMARK GROUP
<SERIES>
<NUMBER> 051
<NAME> THE HIGHMARK TAX-FREE FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-1-1995
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 43994
<INVESTMENTS-AT-VALUE> 43994
<RECEIVABLES> 158
<ASSETS-OTHER> 216
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 44368
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 111
<TOTAL-LIABILITIES> 111
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 44273
<SHARES-COMMON-STOCK> 16153<F1>
<SHARES-COMMON-PRIOR> 12707<F1>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 16
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 44257
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1554
<OTHER-INCOME> 0
<EXPENSES-NET> 330
<NET-INVESTMENT-INCOME> 1224
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 1224
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1224
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 36847<F1>
<NUMBER-OF-SHARES-REDEEMED> 33803<F1>
<SHARES-REINVESTED> 402<F1>
<NET-CHANGE-IN-ASSETS> 742
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 16
<GROSS-ADVISORY-FEES> 172
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 330
<AVERAGE-NET-ASSETS> 14206<F1>
<PER-SHARE-NAV-BEGIN> 1.00<F1>
<PER-SHARE-NII> 0.028<F1>
<PER-SHARE-GAIN-APPREC> 0<F1>
<PER-SHARE-DIVIDEND> 0.028<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 1.00<F1>
<EXPENSE-RATIO> 0.77<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>INVESTOR SHARES
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000811527
<NAME> THE HIGHMARK GROUP
<SERIES>
<NUMBER> 052
<NAME> THE HIGHMARK TAX-FREE FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-1-1995
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 43994
<INVESTMENTS-AT-VALUE> 43994
<RECEIVABLES> 158
<ASSETS-OTHER> 216
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 44368
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 111
<TOTAL-LIABILITIES> 111
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 44273
<SHARES-COMMON-STOCK> 28120<F1>
<SHARES-COMMON-PRIOR> 30824<F1>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 16
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 44257
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1554
<OTHER-INCOME> 0
<EXPENSES-NET> 330
<NET-INVESTMENT-INCOME> 1224
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 1224
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1224
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 95373<F1>
<NUMBER-OF-SHARES-REDEEMED> 98094<F1>
<SHARES-REINVESTED> 17<F1>
<NET-CHANGE-IN-ASSETS> 742
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 16
<GROSS-ADVISORY-FEES> 172
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 330
<AVERAGE-NET-ASSETS> 28844<F1>
<PER-SHARE-NAV-BEGIN> 1.00<F1>
<PER-SHARE-NII> 0.028<F1>
<PER-SHARE-GAIN-APPREC> 0<F1>
<PER-SHARE-DIVIDEND> 0.028<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 1.00<F1>
<EXPENSE-RATIO> 0.76<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>FIDUCIARY SHARES
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000811527
<NAME> THE HIGHMARK GROUP
<SERIES>
<NUMBER> 061
<NAME> THE HIGHMARK BOND FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-1-1995
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 61591
<INVESTMENTS-AT-VALUE> 61036
<RECEIVABLES> 912
<ASSETS-OTHER> 2
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 61950
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 419
<TOTAL-LIABILITIES> 419
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 65254
<SHARES-COMMON-STOCK> 114<F1>
<SHARES-COMMON-PRIOR> 54<F1>
<ACCUMULATED-NII-CURRENT> 32
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 3200
<ACCUM-APPREC-OR-DEPREC> (555)
<NET-ASSETS> 61531
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4316
<OTHER-INCOME> 0
<EXPENSES-NET> 550
<NET-INVESTMENT-INCOME> 3766
<REALIZED-GAINS-CURRENT> (369)
<APPREC-INCREASE-CURRENT> (465)
<NET-CHANGE-FROM-OPS> 2932
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3766
<DISTRIBUTIONS-OF-GAINS> 33
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 71<F1>
<NUMBER-OF-SHARES-REDEEMED> 17<F1>
<SHARES-REINVESTED> 6<F1>
<NET-CHANGE-IN-ASSETS> 1215
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 2766
<GROSS-ADVISORY-FEES> 534
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 995
<AVERAGE-NET-ASSETS> 994<F1>
<PER-SHARE-NAV-BEGIN> 10.29<F1>
<PER-SHARE-NII> 0.69<F1>
<PER-SHARE-GAIN-APPREC> (0.18)<F1>
<PER-SHARE-DIVIDEND> 0.65<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 10.15<F1>
<EXPENSE-RATIO> 0.89<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>INVESTOR SHARES
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000811527
<NAME> THE HIGHMARK GROUP
<SERIES>
<NUMBER> 062
<NAME> THE HIGHMARK BOND FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-1-1995
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 61591
<INVESTMENTS-AT-VALUE> 61036
<RECEIVABLES> 912
<ASSETS-OTHER> 2
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 61950
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 419
<TOTAL-LIABILITIES> 419
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 65254
<SHARES-COMMON-STOCK> 5900<F1>
<SHARES-COMMON-PRIOR> 54<F1>
<ACCUMULATED-NII-CURRENT> 32
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 3200
<ACCUM-APPREC-OR-DEPREC> (555)
<NET-ASSETS> 61531
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4316
<OTHER-INCOME> 0
<EXPENSES-NET> 550
<NET-INVESTMENT-INCOME> 3766
<REALIZED-GAINS-CURRENT> (369)
<APPREC-INCREASE-CURRENT> (465)
<NET-CHANGE-FROM-OPS> 2932
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3766
<DISTRIBUTIONS-OF-GAINS> 33
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1421<F1>
<NUMBER-OF-SHARES-REDEEMED> 284<F1>
<SHARES-REINVESTED> 1563<F1>
<NET-CHANGE-IN-ASSETS> 1215
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 2766
<GROSS-ADVISORY-FEES> 534
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 995
<AVERAGE-NET-ASSETS> 60722<F1>
<PER-SHARE-NAV-BEGIN> 10.38<F1>
<PER-SHARE-NII> 0.66<F1>
<PER-SHARE-GAIN-APPREC> (0.16)<F1>
<PER-SHARE-DIVIDEND> 0.65<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 10.23<F1>
<EXPENSE-RATIO> 0.89<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>FIDUCIARY SHARES
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000811527
<NAME> THE HIGHMARK GROUP
<SERIES>
<NUMBER> 071
<NAME> THE HIGHMARK INCOME EQUITY FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-1-1995
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 237280
<INVESTMENTS-AT-VALUE> 271629
<RECEIVABLES> 3726
<ASSETS-OTHER> 6
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 275361
<PAYABLE-FOR-SECURITIES> 1726
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 832
<TOTAL-LIABILITIES> 2558
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 223480
<SHARES-COMMON-STOCK> 710<F1>
<SHARES-COMMON-PRIOR> 298<F1>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 14974
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 34349
<NET-ASSETS> 272803
<DIVIDEND-INCOME> 9943
<INTEREST-INCOME> 425
<OTHER-INCOME> 0
<EXPENSES-NET> 2686
<NET-INVESTMENT-INCOME> 7682
<REALIZED-GAINS-CURRENT> 19384
<APPREC-INCREASE-CURRENT> 13911
<NET-CHANGE-FROM-OPS> 40977
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 7682
<DISTRIBUTIONS-OF-GAINS> 11556
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 721<F1>
<NUMBER-OF-SHARES-REDEEMED> 344<F1>
<SHARES-REINVESTED> 35<F1>
<NET-CHANGE-IN-ASSETS> 47597
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 7146
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1755
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3352
<AVERAGE-NET-ASSETS> 8066<F1>
<PER-SHARE-NAV-BEGIN> 13.03<F1>
<PER-SHARE-NII> 0.42<F1>
<PER-SHARE-GAIN-APPREC> 1.92<F1>
<PER-SHARE-DIVIDEND> 0.42<F1>
<PER-SHARE-DISTRIBUTIONS> 0.66<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 14.29<F1>
<EXPENSE-RATIO> 1.03<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>INVESTOR SHARES
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000811527
<NAME> THE HIGHMARK GROUP
<SERIES>
<NUMBER> 072
<NAME> THE HIGHMARK INCOME EQUITY FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-1-1995
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 237280
<INVESTMENTS-AT-VALUE> 271629
<RECEIVABLES> 3726
<ASSETS-OTHER> 6
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 275361
<PAYABLE-FOR-SECURITIES> 1726
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 832
<TOTAL-LIABILITIES> 2558
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 223480
<SHARES-COMMON-STOCK> 18413<F1>
<SHARES-COMMON-PRIOR> 17023<F1>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 14974
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 34349
<NET-ASSETS> 272803
<DIVIDEND-INCOME> 9943
<INTEREST-INCOME> 425
<OTHER-INCOME> 0
<EXPENSES-NET> 2686
<NET-INVESTMENT-INCOME> 7682
<REALIZED-GAINS-CURRENT> 19384
<APPREC-INCREASE-CURRENT> 13911
<NET-CHANGE-FROM-OPS> 40977
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 7682
<DISTRIBUTIONS-OF-GAINS> 11556
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3719<F1>
<NUMBER-OF-SHARES-REDEEMED> 3529<F1>
<SHARES-REINVESTED> 1200<F1>
<NET-CHANGE-IN-ASSETS> 47597
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 7146
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1755
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3352
<AVERAGE-NET-ASSETS> 252225<F1>
<PER-SHARE-NAV-BEGIN> 13.00<F1>
<PER-SHARE-NII> 0.42<F1>
<PER-SHARE-GAIN-APPREC> 1.93<F1>
<PER-SHARE-DIVIDEND> 0.42<F1>
<PER-SHARE-DISTRIBUTIONS> 0.66<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 14.27<F1>
<EXPENSE-RATIO> 1.03<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>FIDUCIARY SHARES
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000811527
<NAME> THE HIGHMARK GROUP
<SERIES>
<NUMBER> 081
<NAME> THE HIGHMARK BALANCED FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-1-1995
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 35946
<INVESTMENTS-AT-VALUE> 40060
<RECEIVABLES> 278
<ASSETS-OTHER> 9
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 40347
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 151
<TOTAL-LIABILITIES> 151
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 35830
<SHARES-COMMON-STOCK> 60<F1>
<SHARES-COMMON-PRIOR> 43<F1>
<ACCUMULATED-NII-CURRENT> 1
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 251
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4114
<NET-ASSETS> 40196
<DIVIDEND-INCOME> 549
<INTEREST-INCOME> 996
<OTHER-INCOME> 0
<EXPENSES-NET> 328
<NET-INVESTMENT-INCOME> 1217
<REALIZED-GAINS-CURRENT> 446
<APPREC-INCREASE-CURRENT> 1716
<NET-CHANGE-FROM-OPS> 3379
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1217
<DISTRIBUTIONS-OF-GAINS> 2
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 46<F1>
<NUMBER-OF-SHARES-REDEEMED> 31<F1>
<SHARES-REINVESTED> 2<F1>
<NET-CHANGE-IN-ASSETS> 9768
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 192
<GROSS-ADVISORY-FEES> 348
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 621
<AVERAGE-NET-ASSETS> 642<F1>
<PER-SHARE-NAV-BEGIN> 10.79<F1>
<PER-SHARE-NII> 0.40<F1>
<PER-SHARE-GAIN-APPREC> 0.77<F1>
<PER-SHARE-DIVIDEND> 0.40<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 11.56<F1>
<EXPENSE-RATIO> 0.94<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>INVESTOR SHARES
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000811527
<NAME> THE HIGHMARK GROUP
<SERIES>
<NUMBER> 082
<NAME> THE HIGHMARK BALANCED FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-1-1995
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 35946
<INVESTMENTS-AT-VALUE> 40060
<RECEIVABLES> 278
<ASSETS-OTHER> 9
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 40347
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 151
<TOTAL-LIABILITIES> 151
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 35830
<SHARES-COMMON-STOCK> 3392<F1>
<SHARES-COMMON-PRIOR> 2760<F1>
<ACCUMULATED-NII-CURRENT> 1
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 251
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4114
<NET-ASSETS> 40196
<DIVIDEND-INCOME> 549
<INTEREST-INCOME> 996
<OTHER-INCOME> 0
<EXPENSES-NET> 328
<NET-INVESTMENT-INCOME> 1217
<REALIZED-GAINS-CURRENT> 446
<APPREC-INCREASE-CURRENT> 1716
<NET-CHANGE-FROM-OPS> 3379
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1217
<DISTRIBUTIONS-OF-GAINS> 2
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1321<F1>
<NUMBER-OF-SHARES-REDEEMED> 789<F1>
<SHARES-REINVESTED> 100<F1>
<NET-CHANGE-IN-ASSETS> 9768
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 192
<GROSS-ADVISORY-FEES> 348
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 621
<AVERAGE-NET-ASSETS> 34178<F1>
<PER-SHARE-NAV-BEGIN> 10.85<F1>
<PER-SHARE-NII> 0.40<F1>
<PER-SHARE-GAIN-APPREC> 0.79<F1>
<PER-SHARE-DIVIDEND> 0.40<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 11.64<F1>
<EXPENSE-RATIO> 0.94<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>FIDUCIARY SHARES
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000811527
<NAME> THE HIGHMARK GROUP
<SERIES>
<NUMBER> 091
<NAME> THE HIGHMARK GROWTH FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-1-1995
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 40510
<INVESTMENTS-AT-VALUE> 44427
<RECEIVABLES> 271
<ASSETS-OTHER> 5
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 44703
<PAYABLE-FOR-SECURITIES> 301
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 64
<TOTAL-LIABILITIES> 365
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 38047
<SHARES-COMMON-STOCK> 226<F1>
<SHARES-COMMON-PRIOR> 103<F1>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2374
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3917
<NET-ASSETS> 44338
<DIVIDEND-INCOME> 607
<INTEREST-INCOME> 82
<OTHER-INCOME> 0
<EXPENSES-NET> 335
<NET-INVESTMENT-INCOME> 354
<REALIZED-GAINS-CURRENT> 3272
<APPREC-INCREASE-CURRENT> 155
<NET-CHANGE-FROM-OPS> 3781
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 354
<DISTRIBUTIONS-OF-GAINS> 1660
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 143<F1>
<NUMBER-OF-SHARES-REDEEMED> 29<F1>
<SHARES-REINVESTED> 9<F1>
<NET-CHANGE-IN-ASSETS> 18024
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 762
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 362
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 668
<AVERAGE-NET-ASSETS> 2158<F1>
<PER-SHARE-NAV-BEGIN> 11.87<F1>
<PER-SHARE-NII> 0.11<F1>
<PER-SHARE-GAIN-APPREC> 1.38<F1>
<PER-SHARE-DIVIDEND> 0.12<F1>
<PER-SHARE-DISTRIBUTIONS> 0.64<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 12.60<F1>
<EXPENSE-RATIO> 0.93<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>INVESTOR SHARES
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000811527
<NAME> THE HIGHMARK GROUP
<SERIES>
<NUMBER> 092
<NAME> THE HIGHMARK GROWTH FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-1-1995
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 40510
<INVESTMENTS-AT-VALUE> 44427
<RECEIVABLES> 271
<ASSETS-OTHER> 5
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 44703
<PAYABLE-FOR-SECURITIES> 301
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 64
<TOTAL-LIABILITIES> 365
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 38047
<SHARES-COMMON-STOCK> 3300<F1>
<SHARES-COMMON-PRIOR> 2114<F1>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2374
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3917
<NET-ASSETS> 44338
<DIVIDEND-INCOME> 607
<INTEREST-INCOME> 82
<OTHER-INCOME> 0
<EXPENSES-NET> 335
<NET-INVESTMENT-INCOME> 354
<REALIZED-GAINS-CURRENT> 3272
<APPREC-INCREASE-CURRENT> 155
<NET-CHANGE-FROM-OPS> 3781
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 354
<DISTRIBUTIONS-OF-GAINS> 1660
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1397<F1>
<NUMBER-OF-SHARES-REDEEMED> 365<F1>
<SHARES-REINVESTED> 154<F1>
<NET-CHANGE-IN-ASSETS> 18024
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 762
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 362
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 668
<AVERAGE-NET-ASSETS> 34063<F1>
<PER-SHARE-NAV-BEGIN> 11.87<F1>
<PER-SHARE-NII> 0.12<F1>
<PER-SHARE-GAIN-APPREC> 1.35<F1>
<PER-SHARE-DIVIDEND> 0.12<F1>
<PER-SHARE-DISTRIBUTIONS> 0.64<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 12.58<F1>
<EXPENSE-RATIO> 0.93<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>FIDUCIARY SHARES
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000811257
<NAME> THE HIGHMARK GROUP
<SERIES>
<NUMBER> 101
<NAME> THE HIGHMARK INCOME GROWTH FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-1-1995
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 5355
<INVESTMENTS-AT-VALUE> 6408
<RECEIVABLES> 12
<ASSETS-OTHER> 5
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 6425
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 18
<TOTAL-LIABILITIES> 18
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 5100
<SHARES-COMMON-STOCK> 31<F1>
<SHARES-COMMON-PRIOR> 18<F1>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 254
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1053
<NET-ASSETS> 6407
<DIVIDEND-INCOME> 163
<INTEREST-INCOME> 21
<OTHER-INCOME> 0
<EXPENSES-NET> 60
<NET-INVESTMENT-INCOME> 124
<REALIZED-GAINS-CURRENT> 628
<APPREC-INCREASE-CURRENT> 56
<NET-CHANGE-FROM-OPS> 808
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 124
<DISTRIBUTIONS-OF-GAINS> 328
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 17<F1>
<NUMBER-OF-SHARES-REDEEMED> 5<F1>
<SHARES-REINVESTED> 1<F1>
<NET-CHANGE-IN-ASSETS> (477)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 46
<GROSS-ADVISORY-FEES> 62
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 202
<AVERAGE-NET-ASSETS> 292<F1>
<PER-SHARE-NAV-BEGIN> 11.75<F1>
<PER-SHARE-NII> 0.22<F1>
<PER-SHARE-GAIN-APPREC> 1.49<F1>
<PER-SHARE-DIVIDEND> 0.25<F1>
<PER-SHARE-DISTRIBUTIONS> 0.69<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 12.52<F1>
<EXPENSE-RATIO> 0.98<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>INVESTOR SHARES
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000811527
<NAME> THE HIGHMARK GROUP
<SERIES>
<NUMBER> 102
<NAME> THE HIGHMARK INCOME GROWTH FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-1-1995
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 5355
<INVESTMENTS-AT-VALUE> 6408
<RECEIVABLES> 12
<ASSETS-OTHER> 5
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 6425
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 18
<TOTAL-LIABILITIES> 18
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 5100
<SHARES-COMMON-STOCK> 480<F1>
<SHARES-COMMON-PRIOR> 568<F1>
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 254
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1053
<NET-ASSETS> 6407
<DIVIDEND-INCOME> 163
<INTEREST-INCOME> 21
<OTHER-INCOME> 0
<EXPENSES-NET> 60
<NET-INVESTMENT-INCOME> 124
<REALIZED-GAINS-CURRENT> 628
<APPREC-INCREASE-CURRENT> 56
<NET-CHANGE-FROM-OPS> 808
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 124
<DISTRIBUTIONS-OF-GAINS> 328
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 220<F1>
<NUMBER-OF-SHARES-REDEEMED> 343<F1>
<SHARES-REINVESTED> 35<F1>
<NET-CHANGE-IN-ASSETS> (477)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 46
<GROSS-ADVISORY-FEES> 62
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 202
<AVERAGE-NET-ASSETS> 5889<F1>
<PER-SHARE-NAV-BEGIN> 11.74<F1>
<PER-SHARE-NII> 0.25<F1>
<PER-SHARE-GAIN-APPREC> 1.46<F1>
<PER-SHARE-DIVIDEND> 0.25<F1>
<PER-SHARE-DISTRIBUTIONS> 0.69<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 12.51<F1>
<EXPENSE-RATIO> 0.98<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>FIDUCIARY SHARES
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000811527
<NAME> THE HIGHMARK GROUP
<SERIES>
<NUMBER> 111
<NAME> THE HIGHMARK GOVERNMENT BOND FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-1-1995
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 4455
<INVESTMENTS-AT-VALUE> 4416
<RECEIVABLES> 94
<ASSETS-OTHER> 12
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4522
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 32
<TOTAL-LIABILITIES> 32
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4837
<SHARES-COMMON-STOCK> 119<F1>
<SHARES-COMMON-PRIOR> 7<F1>
<ACCUMULATED-NII-CURRENT> 2
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 310
<ACCUM-APPREC-OR-DEPREC> (39)
<NET-ASSETS> 4490
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 304
<OTHER-INCOME> 0
<EXPENSES-NET> 37
<NET-INVESTMENT-INCOME> 267
<REALIZED-GAINS-CURRENT> (8)
<APPREC-INCREASE-CURRENT> (67)
<NET-CHANGE-FROM-OPS> 192
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 267
<DISTRIBUTIONS-OF-GAINS> 2
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 110<F1>
<NUMBER-OF-SHARES-REDEEMED> 3<F1>
<SHARES-REINVESTED> 5<F1>
<NET-CHANGE-IN-ASSETS> 506
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 298
<GROSS-ADVISORY-FEES> 43
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 167
<AVERAGE-NET-ASSETS> 828<F1>
<PER-SHARE-NAV-BEGIN> 9.43<F1>
<PER-SHARE-NII> 0.62<F1>
<PER-SHARE-GAIN-APPREC> (0.18)<F1>
<PER-SHARE-DIVIDEND> 0.59<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 9.28<F1>
<EXPENSE-RATIO> 0.85<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>INVESTOR SHARES
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000811527
<NAME> THE HIGHMARK GROUP
<SERIES>
<NUMBER> 112
<NAME> THE HIGHMARK GOVERNMENT BOND FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-1-1995
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 4455
<INVESTMENTS-AT-VALUE> 4416
<RECEIVABLES> 94
<ASSETS-OTHER> 12
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4522
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 32
<TOTAL-LIABILITIES> 32
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4837
<SHARES-COMMON-STOCK> 362<F1>
<SHARES-COMMON-PRIOR> 412<F1>
<ACCUMULATED-NII-CURRENT> 2
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 310
<ACCUM-APPREC-OR-DEPREC> (39)
<NET-ASSETS> 4490
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 304
<OTHER-INCOME> 0
<EXPENSES-NET> 37
<NET-INVESTMENT-INCOME> 267
<REALIZED-GAINS-CURRENT> (8)
<APPREC-INCREASE-CURRENT> (67)
<NET-CHANGE-FROM-OPS> 192
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 267
<DISTRIBUTIONS-OF-GAINS> 2
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 32<F1>
<NUMBER-OF-SHARES-REDEEMED> 104<F1>
<SHARES-REINVESTED> 22<F1>
<NET-CHANGE-IN-ASSETS> 506
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 298
<GROSS-ADVISORY-FEES> 43
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 167
<AVERAGE-NET-ASSETS> 3498<F1>
<PER-SHARE-NAV-BEGIN> 9.50<F1>
<PER-SHARE-NII> 0.60<F1>
<PER-SHARE-GAIN-APPREC> (0.16)<F1>
<PER-SHARE-DIVIDEND> 0.59<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 9.35<F1>
<EXPENSE-RATIO> 0.85<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>FIDUCIARY SHARES
</FN>
</TABLE>
