<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION
14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
HighMark Funds
3435 Stelzer Road
Columbus, Ohio 43219
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(Name of Registrant as Specified in its Charter)
Martin E. Lybecker, Esq
Ropes & Gray
1301 K Street, N.W., Suite 800 East
Washington, D.C. 20005
-----------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
[ ] $125 per Item 22(a)(2) of Exchange Act Schedule 14A.
1) Title of each class of securities to which transaction applies: N/A
2) Aggregate number of securities to which transaction applies: N/A
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:* N/A
4) Proposed maximum aggregate value of transaction: N/A
* Set forth the amount on which the filing is calculated and state how
it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Notes:
<PAGE> 2
HIGHMARK FUNDS
Notice of Special Meeting of Shareholders of
HighMark Income and Growth Fund and
HighMark Government Bond Fund
to be held February 21, 1997
A Special Meeting of the shareholders of each of HighMark Income and
Growth Fund and HighMark Government Bond Fund (each a "Fund"), will be held at
3:00 p.m. at the offices of the Funds, at 1 Freedom Valley Road, Oaks,
Pennsylvania 19456 on February 21, 1997, for the following purposes:
1. Liquidation. To consider the liquidation of each Fund's assets. All
liquidated assets minus outstanding liabilities and taxes to be distributed
pro rata to each Fund's shareholders and, thereafter, each Fund to be
terminated.
2. To transact such other business as may properly come before the meeting or
any adjournment thereof.
The Board of Trustees has fixed January 10, 1997 as the record date for
determination of shareholders entitled to vote at this Special Meeting.
By Order of the Trustees
George O. Martinez
Secretary
January 31, 1997
YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS TO
ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY CARD. IF YOU ARE UNABLE
TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY
CARD SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE SPECIAL MEETING. THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE> 3
HIGHMARK FUNDS
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Trustees (the
"Trustees") of HighMark Income and Growth Fund and HighMark Government Bond Fund
(the "Funds"). The proxy is revocable at any time before it is voted by sending
written notice of the revocation to the Funds or by appearing personally at the
February 21, 1997 special meeting of shareholders of the Funds (the "Special
Meeting").
Only shareholders of record at the close of business on January 10,
1997 will be entitled to vote at the Special Meeting. On January 10, 1997,
HighMark Income and Growth Fund (the "Income and Growth Fund") had outstanding
548,388.804 Shares, and HighMark Government Bond Fund (the "Government Bond
Fund") had outstanding 336,027.746 Shares, each Share being entitled to one
vote, and each fractional Share being entitled to a proportionate fractional
vote. Retail shareholders and Fiduciary shareholders will vote together by Fund
on the liquidation proposal. Shareholders will vote by class or by Fund on such
other business as may properly come before the Special Meeting.
For purposes of determining the presence of a quorum and counting votes
on the matters presented, Shares represented by abstentions and "broker
non-votes" will be counted as present, but not as votes cast, at the Special
Meeting. Under the Investment Company Act of 1940 (the "1940 Act"), the
affirmative vote necessary to approve the matter under consideration may be
determined with reference to a percentage of votes present at the Special
Meeting, which would have the effect of treating abstentions and non-votes as if
they were votes against the proposal.
The Funds' current executive offices are located at 3435 Stelzer Road,
Columbus, Ohio 43219. After February 17, 1997, the Funds' executive offices will
be located at 1 Freedom Valley Road, Oaks, Pennsylvania 19456. This proxy
statement and the enclosed notice of meeting and proxy card are first being
mailed on or about January 31, 1997.
A copy of the Funds' Annual Report dated July 31, 1996 is available
upon request and may be obtained by calling 1-800-433-6884.
<PAGE> 4
THE PROPOSAL
APPROVAL OR DISAPPROVAL OF THE
LIQUIDATION OF EACH FUND'S ASSETS
This Special Meeting is being called for the purpose of approving the
liquidation of each Fund's assets. The Trustees have determined that it is in
each Fund's and its shareholders best interest for each Fund to liquidate its
assets and then distribute pro rata to shareholders all of the liquidation
proceeds (net of outstanding liabilities and taxes). Thereafter, the Trustees
will wind up the affairs of, and terminate, each Fund.
The Trustees considered the small asset size of each Fund, the
similarity of their objectives to other HighMark Funds, and the lack of
prospects for growth in asset size and new shareholders as important factors in
reaching its determination. Effective January 10, 1997 each Fund was closed to
new investors. The Trustees also determined that the Funds were unlikely to
reach levels of adequate economies of scale, which, in essence, means it is
unlikely that the Funds will ever be optimally efficient investment vehicles for
shareholder assets.
The Trustees considered alternatives to liquidating and terminating
each Fund, such as merging into another fund or funds. The Trustees concluded
that, among all of the available alternatives presented to and considered by the
Trustees, for a variety of reasons the liquidation alternative was in the best
interest of each Fund's shareholders. The other alternatives did not guarantee
an efficient or efficacious manner of protecting each shareholder's interests.
For example, in considering the possibility of a merger, the Trustees determined
that it was not possible to merge with a suitable candidate (giving due
consideration to possible candidates' investment objectives and policies and
expense ratios) without subjecting Fund shareholders to undesirable tax
consequences.
After due deliberation, on December 4, 1996, the Trustees unanimously
approved the liquidation of each Fund's assets and determined that the proper
time had come to present the issue to shareholders. Pursuant to HighMark Funds'
Declaration of Trust, each Fund's shareholder approval is required to effectuate
the liquidation of the Fund's assets. Approval of the proposed liquidation with
respect to each Fund requires the affirmative vote of: (a) 67% or more of the
Shares of such Fund present at the Special Meeting, if the holders of more than
50% of the outstanding Shares are present or represented by proxy; or (b) more
than 50% of the outstanding Shares of such Fund, whichever is less.
After liquidating all of the assets of each Fund, the Trustees intend
to distribute to shareholders of each Fund their pro rata share of the Fund's
assets, after paying all outstanding obligations, taxes, and other liabilities,
accrued or contingent, of the Fund, as required by HighMark Funds' Declaration
of
<PAGE> 5
Trust. Thereafter, the Trustees intend to wind up the affairs of each Fund and
take such steps as are necessary to terminate each Fund's state or federal
registration.
THE BOARD OF TRUSTEES RECOMMENDS THAT
SHAREHOLDERS APPROVE THE LIQUIDATION OF EACH FUND.
OTHER MATTERS AND DISCRETION
OF PERSONS NAMED IN THE PROXY
While the Special Meeting is called to act upon any other business that
may properly come before it, at the date of this proxy statement the only
business which the management intends to present or knows that others will
present is the business stated in the Notice of Meeting. If any other matters
lawfully come before the Special Meeting, and in all procedural matters at the
Special Meeting, it is the intention that the enclosed proxy shall be voted in
accordance with the best judgment of the persons named as proxies therein, or
their substitutes, present and acting at the Special Meeting.
If at the time any session of the Special Meeting is called to order, a
quorum is not present, in person or by proxy, the persons named as proxies may
vote those proxies that have been received to adjourn the Special Meeting to a
later date. In the event that a quorum is present but sufficient votes in favor
of one or more of the proposals have not been received, the persons named as
proxies may propose one or more adjournments of the Special Meeting to permit
further solicitation of proxies with respect to any such proposal. All such
adjournments will require the affirmative vote of a majority of the Shares
present in person or by proxy at the session of the Special Meeting to be
adjourned. The persons named as proxies will vote those proxies that they are
entitled to vote in favor of the proposal, in favor of such an adjournment, and
will vote those proxies required to be voted against the proposal, against any
such adjournment. A vote may be taken on one or more of the proposals in this
proxy statement prior to any adjournment if sufficient votes for its or their
approval have been received and it is otherwise appropriate.
In the event that a shareholder signs and returns the proxy card, but
does not indicate a choice on the proxy card, the proxy attorneys will vote
those shares in favor of the liquidation proposal.
Proxy solicitations will be made primarily by mail, but may also be
made by telephone, telegraph, fax or personal interview conducted by certain
officers or employees of the Funds or the Funds' service providers or, if
necessary, a commercial firm retained for this purpose. The cost of preparing
and mailing the notice of meeting, the proxy card, this proxy statement and any
additional proxy material will be borne by Union Bank of California ("UBOC").
Brokerage firms and others will be reimbursed for their expenses in forwarding
solicitation materials to the beneficial owners of Shares of the Funds.
The Funds' Investment Advisor is Pacific Alliance Capital Management, a
division of UBOC, 475 Sansome Street, San Francisco, California 94104. Union
BanCal Corporation, the parent of UBOC, is a publicly traded corporation which
is principally owned by the Bank of Tokyo-Mitsubishi, Ltd.
<PAGE> 6
The Funds' current principal distributor and administrator is BISYS
Fund Services Limited Partnership d/b/a BISYS Fund Services, Inc. ("BISYS Fund
Services"), 3435 Stelzer Road, Columbus, Ohio 43219. BISYS Fund Services is
wholly owned by The BISYS Group, Inc., 150 Clove Road, Little Falls, New Jersey
07424, a publicly owned company engaged in information processing, loan
servicing and 401(k) administration and record keeping services to and through
banking and other financial organizations. After February 17, 1997, the Funds'
principal distributor and administrator will be SEI Financial Services Company
and SEI Fund Resources, respectively, 1 Freedom Valley Road, Oaks, Pennsylvania
19456. SEI Financial Services Company and SEI Fund Resources are direct and
indirect subsidiaries of SEI Investments, which provides investment solutions to
banks, institutional investors, investment advisers, and insurance companies.
UBOC has a dealer agreement with BISYS Fund Services pursuant to which
UBOC is authorized to place orders with the Funds' Transfer Agent for the
purchase of Shares and tender Shares to the Transfer Agent for redemption.
As of December 27, 1996, the Funds believe that UBOC was the
shareholder of record of 94.83% of the Fiduciary Shares of the Income and Growth
Fund, and 58.83% of the Fiduciary Shares of the Government Bond Fund. As of
December 27, 1996, the Funds believe that UBOC had voting power with respect to
6.80% of the Income and Growth Fund Fiduciary Shares. As a result, UBOC may be
deemed to be a "controlling person" of each Fund under the 1940 Act.
The following list indicates the beneficial ownership of the
shareholders who, to the best knowledge of the Funds, are the beneficial owners
of more than 5% of the outstanding Shares of the Funds as of December 27, 1996:
<PAGE> 7
<TABLE>
<CAPTION>
PERCENTAGE OF
BENEFICIAL
NAME AND ADDRESS OWNERSHIP
- ---------------- ---------
<S> <C>
INCOME AND GROWTH FUND
----------------------
INVESTOR SHARES
---------------
Thomas Walker Gammill, Trustee 8.29%
The Gammill Family Trust
1948 Braeburn Street
Altadena, CA 91101
Bill S. Tsutagawa 26.70%
Yuriko Tsutagawa
2242 Valley Road
Oceanside, CA 92056
Mitchell Pross 7.86%
5902 Manola Way
Hollywood, CA 90027
FIDUCIARY SHARES
----------------
United Alloys Inc. Profit Sharing Plan 7.04%
900 East Slauson Ave.
Los Angeles, CA 90011
Dick's Towing & Road Service 7.58%
2012 South 146th Street
Seattle, WA 98168
Newport Adhesive & Composites Inc. 5.67%
Qualified Retirement Plan
1822 Reynolds Ave.
Irvine, CA 92714
EBT/Employee Benefits Accounting 5.94%
Attn: Joyce Carroll
475 Sansome Street, 12th Floor
San Francisco, CA 94111
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
PERCENTAGE OF
BENEFICIAL
NAME AND ADDRESS OWNERSHIP
- ---------------- ---------
<S> <C>
GOVERNMENT BOND FUND
--------------------
INVESTOR SHARES
---------------
Chapa-De Indian Health Program, Inc. 85.11%
11670 Atwood Road
Auburn, CA 95603
FIDUCIARY SHARES
----------------
United Alloys Inc. Profit Sharing Plan 15.53%
900 East Slauson Ave.
Los Angeles, CA 90011
The Lutheran Social Services Foundation 14.96%
2424 S. Fremont Ave.
Alhambra, CA
Mr. James Flad, CPA 5.27%
FBO Dr. Goldman, M.D.
P.O. Box 25345
Portland, OR 97225
Michela Rizzuto 13.98%
1975 E. Heather Circle
Brea, CA 92621
</TABLE>
The table below indicates each additional person other than UBOC and
the beneficial owners listed above who own of record 5% or more of the Investor
Shares of the Funds as of December 27, 1996. No person other than UBOC and the
beneficial owners listed above own of record more than 5% of the Fiduciary
Shares of a Fund.
<PAGE> 9
<TABLE>
<CAPTION>
PERCENTAGE OF
RECORD
NAME AND ADDRESS OWNERSHIP
- ---------------- ---------
<S> <C>
INCOME AND GROWTH FUND
----------------------
National Financial Services Corporation 6.36%
for the Exclusive Benefit of Our
Customers and
Union Bank of California, Trustee
c/o UBOC Seoul Branch, 12th Floor
1 Chongro 1-Ka Chongro-Ku
Republic of South Korea
</TABLE>
As of December 27, 1996, the Officers and Trustees of the Funds owned
less than 1% of the Funds' outstanding Shares.
If you do not expect to attend the Special Meeting, please sign your
proxy card promptly and return it in the enclosed envelope to avoid unnecessary
expense and delay. No postage is necessary.
January 31, 1997
<PAGE> 10
HIGHMARK GOVERNMENT BOND FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS, FEBRUARY 21, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF HIGHMARK
GOVERNMENT BOND FUND.
The undersigned hereby appoints Kevin Robins, Marc Cahn, and Sandy Oechslin, and
each of them separately, proxies, with power of substitution, and hereby
authorizes them to represent and to vote, as designated below, at the Special
Meeting of Shareholders of HighMark Government Bond Fund on Friday, February 21,
1997, at 3:00 p.m., Eastern time, and at any adjournments thereof, all of the
shares of the Fund which the undersigned would be entitled to vote if personally
present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
NOTE: Please sign exactly as name appears on this card. All joint owners should
sign. When signing as executor, administrator, attorney, trustee or guardian or
as custodian for a minor, please give full title as such, if a corporation,
please sign in full corporate name and indicate the signer's office. If a
partner, sign in the partnership name.
1. Approval of the Liquidation of all of the assets of HighMark Government
Bond Fund.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Please be sure to sign and date this Proxy.
----------------------------------------
Shareholder sign here
----------------------------------------
Co-owner sign here
Dated:______________, 1997
<PAGE> 11
HIGHMARK INCOME AND GROWTH FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS, FEBRUARY 21, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF HIGHMARK INCOME
AND GROWTH FUND.
The undersigned hereby appoints Kevin Robins, Marc Cahn, and Sandy Oechslin, and
each of them separately, proxies, with power of substitution, and hereby
authorizes them to represent and to vote, as designated below, at the Special
Meeting of Shareholders of HighMark Income and Growth Fund on Friday, February
21, 1997, at 3:00 p.m., Eastern time, and at any adjournments thereof, all of
the shares of the Fund which the undersigned would be entitled to vote if
personally present.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
NOTE: Please sign exactly as name appears on this card. All joint owners should
sign. When signing as executor, administrator, attorney, trustee or guardian or
as custodian for a minor, please give full title as such, if a corporation,
please sign in full corporate name and indicate the signer's office. If a
partner, sign in the partnership name.
1. Approval of the Liquidation of all of the assets of HighMark Income and
Growth Fund.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Please be sure to sign and date this Proxy.
----------------------------------------
Shareholder sign here
----------------------------------------
Co-owner sign here
Dated:______________, 1997
