<PAGE> 1
HIGHMARK FUNDS
HIGHMARK EQUITY FUNDS
INCOME EQUITY FUND
VALUE MOMENTUM FUND
GROWTH FUND
EMERGING GROWTH FUND
RETAIL SHARES
- --------------------------------------------------------------------------------
SUPPLEMENT DATED MARCH 28, 1997 TO THE PROSPECTUS DATED MARCH 28, 1997
FOR THE HIGHMARK EQUITY FUNDS
- --------------------------------------------------------------------------------
INVESTORS SHOULD RETAIN THIS SUPPLEMENT
WITH THE PROSPECTUS FOR FUTURE REFERENCE
CAPITALIZED TERMS USED HEREIN HAVE THE SAME MEANING AS IN THE PROSPECTUS.
THE FOLLOWING FEES WILL BE IN EFFECT UNTIL APRIL 28, 1997 FOR THE GROWTH FUND
AND THE INCOME EQUITY FUND:
<TABLE>
<CAPTION>
INCOME
GROWTH FUND EQUITY FUND
RETAIL RETAIL
SHARES SHARES
------ ------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES(a)
Maximum Sales Load Imposed on 4.50% 4.50%
Purchases (as a percentage of
offering price)
Maximum Sales Load Imposed on 0.00% 0.00%
Reinvested Dividends (as a
percentage of offering price)
Deferred Sales Load (as a 0.00% 0.00%
percentage of original purchase
price or redemption proceeds, as
applicable)
Redemption Fees (as a percentage 0.00% 0.00%
of amount redeemed, if
applicable)(b)
Exchange Fee(c) $ 0.00 $ 0.00
ANNUAL OPERATING EXPENSES
(as a percentage of net assets)
Management Fees (after voluntary 0.57% 0.65%
reduction)(d)
12b-1 Fees (after voluntary 0.00%(e) 0.00%(e)
reduction)
Other Expenses (after voluntary 0.42% 0.44%
reduction)(f) -------- --------
Total Fund Operating 0.99% 1.09%
Expenses(g) ======== ========
</TABLE>
<PAGE> 2
EXAMPLE: You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time period.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Growth Fund
Retail Shares $55 $75 $ 97 $161
Income Equity Fund
Retail Shares $56 $78 $102 $172
</TABLE>
The purpose of the tables above is to assist an investor in the Equity
Funds in understanding the various costs and expenses that a Shareholder will
bear directly or indirectly. For a more complete discussion of each Fund's
annual operating expenses, see SERVICE ARRANGEMENTS in the Prospectus. THE
FOREGOING EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
Long-term shareholders of Retail Shares may pay more than the economic
equivalent of the maximum front-end sales charges otherwise permitted by rules
of the National Association of Securities Dealers, Inc.
(a) Certain entities (including Union Bank of California and its
affiliates) making investments in the Equity Funds on behalf of their
customers may charge customers fees for services provided in connection
with the investment.
(b) A wire redemption charge is deducted from the amount of a wire
redemption payment made at the request of a Shareholder. (See
REDEMPTION OF SHARES in the Prospectus.)
(c) Certain entities (including Union Bank of California and its
affiliates) may charge their customers fees with respect to exchanges
effected on the customer's behalf.
(d) As indicated under SERVICE ARRANGEMENTS--Investment Advisor in the
Prospectus, Union Bank of California may voluntarily reduce its
advisory fee. Absent the voluntary reduction of investment advisory
fees, MANAGEMENT FEES would be at an annual rate of 1.00% of the first
$40 million of each Fund's average daily net assets and 0.60% of the
Fund's remaining average daily net assets.
(e) Reflects currently estimated Rule 12b-1 fees. The maximum annual rate
of distribution fees that may be imposed as a percentage of average
daily net assets attributable to a Fund's Retail Shares would be 0.25%.
(See SERVICE ARRANGEMENTS--Distributor--The Distribution Plan in the
Prospectus.)
(f) OTHER EXPENSES are based on that Fund's estimated expenses for the
current fiscal year. As indicated under SERVICE ARRANGEMENTS--
Administrator in the Prospectus, SEI Fund Resources may voluntarily
reduce its administration fee. Absent all voluntary fee waivers, OTHER
EXPENSES, as a percentage of average daily net assets, would be 0.67%
for the Retail shares of the Growth Fund and 0.69% for the Retail
shares of the Income Equity Fund.
(g) Absent voluntary fee waivers, TOTAL FUND OPERATING EXPENSES would be:
1.77% for the Retail Shares of the Growth Fund, and 1.59% for the
Retail Shares of the Income Equity Fund.
The table under "Sales Charges" on page 21 of the Prospectus is
replaced in its entirety by the following table:
<PAGE> 3
<TABLE>
<CAPTION>
SALES CHARGE AS DEALER
A PERCENTAGE OF SALES CHARGE AS ALLOWANCE
NET AMOUNT A PERCENTAGE OF AS A PERCENTAGE OF
AMOUNT OF PURCHASE INVESTED PUBLIC OFFERING PRICE PUBLIC OFFERING PRICE
- ------------------ --------------- --------------------- ---------------------
<S> <C> <C> <C>
Less than $50,000.................. 4.71% 4.50% 4.05%
$ 50,000 but less than
$100,000......................... 3.63% 3.50% 3.15%
$100,000 but less than
$250,000......................... 2.56% 2.50% 2.25%
$250,000 but less than
$1,000,000 ...................... 1.52% 1.50% 1.35%
$1,000,000 or more 0.00% 0.00% 0.00%
</TABLE>
In the second paragraph under "SERVICE ARRANGEMENTS - Investment
Advisor" on page 29 of the Prospectus, the first sentence is replaced by the
following sentence:
For the expenses assumed and services provided by the Advisor as each
Fund's investment advisor, Union Bank of California receives a fee from each
Equity Fund computed daily and paid monthly, at the annual rate of one percent
(1.00%) of the first $40 million of each Fund's average daily net assets and
sixty one-hundredths of one percent (.60%) of the Fund's remaining average daily
net assets.
In the second paragraph under "SERVICE ARRANGEMENTS-Administrator" on
page 32 of the Prospectus, the final sentence is removed.
In the paragraph under "SERVICE ARRANGEMENTS-Shareholder Service Plan"
on pages 32 and 33 of the Prospectus, the final sentence is removed and
replaced with the following sentence:
Currently, such fees are being waived to the rate of 0.00% of average
daily net assets.
BEGINNING AT 9:00 A.M. ON APRIL 28, 1997, FEES FOR THE HIGHMARK GROWTH FUND AND
THE HIGHMARK INCOME EQUITY FUND WILL BE AS STATED IN THE PROSPECTUS.
<PAGE> 4
HIGHMARK FUNDS
HIGHMARK EQUITY FUNDS
INCOME EQUITY FUND
VALUE MOMENTUM FUND
BLUE CHIP GROWTH FUND
GROWTH FUND
EMERGING GROWTH FUND
FIDUCIARY SHARES
- --------------------------------------------------------------------------------
SUPPLEMENT DATED MARCH 28, 1997 TO THE PROSPECTUS DATED MARCH 28, 1997
FOR THE HIGHMARK EQUITY FUNDS
- --------------------------------------------------------------------------------
INVESTORS SHOULD RETAIN THIS SUPPLEMENT
WITH THE PROSPECTUS FOR FUTURE REFERENCE
CAPITALIZED TERMS USED HEREIN HAVE THE SAME MEANING AS IN THE PROSPECTUS.
THE FOLLOWING FEES WILL BE IN EFFECT UNTIL APRIL 28, 1997, FOR THE GROWTH FUND
AND THE INCOME EQUITY FUND:
<TABLE>
<CAPTION>
INCOME
GROWTH FUND EQUITY FUND
FIDUCIARY FIDUCIARY
SHARES SHARES
----------- -----------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES(a)
Maximum Sales Load Imposed on 0.00% 0.00%
Purchases (as a percentage of
offering price)
Maximum Sales Load Imposed on 0.00% 0.00%
Reinvested Dividends (as a
percentage of offering price)
Deferred Sales Load (as a 0.00% 0.00%
percentage of original purchase
price or redemption proceeds, as
applicable)
Redemption Fees (as a percentage 0.00% 0.00%
of amount redeemed, if
applicable)(b)
Exchange Fee(c) $ 0.00 $ 0.00
ANNUAL OPERATING EXPENSES
(as a percentage of net assets)
Management Fees (after voluntary 0.57% 0.65%
reduction)(d)
12b-1 Fees 0.00% 0.00%
Other Expenses (after voluntary 0.42% 0.44%
reduction)(e) -------- --------
Total Fund Operating 0.99% 1.09%
Expenses(f) ======== ========
</TABLE>
<PAGE> 5
EXAMPLE: You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time period.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Growth Fund
Fiduciary Shares $10 $32 $55 $121
Income Equity Fund
Fiduciary Shares $11 $35 $60 $133
</TABLE>
The purpose of the tables above is to assist an investor in the Equity
Funds in understanding the various costs and expenses that a Shareholder will
bear directly or indirectly. For a more complete discussion of each Fund's
annual operating expenses, see SERVICE ARRANGEMENTS in the Prospectus. THE
FOREGOING EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
(a) Certain entities (including Union Bank of California and its
affiliates) making investments in the Equity Funds on behalf of their
customers may charge customers fees for services provided in connection
with the investment.
(b) A wire redemption charge is deducted from the amount of a wire
redemption payment made at the request of a Shareholder. (See PURCHASE
AND REDEMPTION OF SHARES in the Prospectus.)
(c) Certain entities (including Union Bank of California and its
affiliates) may charge their customers fees with respect to exchanges
effected on the customer's behalf.
(d) As indicated under SERVICE ARRANGEMENTS--Investment Advisor in the
Prospectus, Union Bank of California may voluntarily reduce its
advisory fee. Absent the voluntary reduction of investment advisory
fees, MANAGEMENT FEES would be at an annual rate of 1.00% of the first
$40 million of each Fund's average daily net assets and 0.60% of the
Fund's remaining average daily net assets.
(e) OTHER EXPENSES are based on that Fund's estimated expenses for the
current fiscal year. As indicated under SERVICE ARRANGEMENTS--
Administrator in the Prospectus, SEI Fund Resources may voluntarily
reduce its administration fee. Absent all voluntary fee waivers, OTHER
EXPENSES, as a percentage of average daily net assets, would be 0.67%
for the Fiduciary Shares of the Growth Fund and 0.69% for the
Fiduciary Shares of the Income Equity Fund.
(f) Absent voluntary fee waivers, TOTAL FUND OPERATING EXPENSES would be:
1.52% for the Fiduciary Shares of the Growth Fund and 1.34% for the
Fiduciary Shares of the Income Equity Fund.
In the second paragraph under "SERVICE ARRANGEMENTS-Investment Advisor"
on page 23 of the Prospectus, the first sentence is replaced by the following
sentence:
For the expenses assumed and services provided by the Advisor as each
Fund's investment advisor, Union Bank of California receives a fee from each
Equity Fund, computed daily and paid monthly, at the annual rate of one percent
(1.00%) of the first $40 million of each Fund's average daily net assets and
sixty one-hundredths of one percent (.60%) of the Fund's remaining average daily
net assets.
<PAGE> 6
In the second paragraph under "SERVICE ARRANGEMENTS-Administrator" on
pages 25 and 26 of the Prospectus, the final sentence is removed.
In the paragraph under "SERVICE ARRANGEMENTS-Shareholder Service Plan"
on page 26 of the Prospectus, the final sentnece is removed and replaced with
the following sentence:
Currently, such fees are being waived to the rate of 0.00% of average
daily net assets.
BEGINNING AT 9:00 A.M. ON APRIL 28, 1997, FEES FOR THE HIGHMARK GROWTH FUND AND
THE HIGHMARK INCOME EQUITY FUND WILL BE AS STATED IN THE PROSPECTUS.
<PAGE> 7
HIGHMARK FUNDS
HIGHMARK BALANCED FUND
RETAIL SHARES
- --------------------------------------------------------------------------------
SUPPLEMENT DATED MARCH 28, 1997 TO THE PROSPECTUS DATED MARCH 28, 1997
FOR THE HIGHMARK BALANCED FUND
- --------------------------------------------------------------------------------
INVESTORS SHOULD RETAIN THIS SUPPLEMENT
WITH THE PROSPECTUS FOR FUTURE REFERENCE
CAPITALIZED TERMS USED HEREIN HAVE THE SAME MEANING AS IN THE PROSPECTUS.
THE FOLLOWING FEES WILL BE IN EFFECT UNTIL APRIL 28, 1997:
<TABLE>
<CAPTION>
BALANCED FUND
RETAIL
SHARES
-------------
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES(a)
Maximum Sales Load Imposed on 4.50%
Purchases (as a percentage of
offering price)
Maximum Sales Load Imposed on 0.00%
Reinvested Dividends (as a
percentage of offering price)
Deferred Sales Load (as a 0.00%
percentage of original purchase
price or redemption proceeds, as
applicable)
Redemption Fees (as a percentage 0.00%
of amount redeemed, if
applicable)(b)
Exchange Fee(c) $ 0.00
ANNUAL OPERATING EXPENSES
(as a percentage of net assets)
Management Fees (after voluntary 0.60%
reduction)(d)
12b-1 Fees (after voluntary 0.00%(e)
reduction)
Other Expenses (after voluntary 0.40%
reduction)(f) --------
Total Fund Operating 1.00%
Expenses(g) ========
</TABLE>
<PAGE> 8
EXAMPLE: You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time period.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Retail Shares $55 $75 $98 $162
</TABLE>
The purpose of the tables above is to assist an investor in the
Balanced Fund in understanding the various costs and expenses that a Shareholder
will bear directly or indirectly. For a more complete discussion of the Fund's
annual operating expenses, see SERVICE ARRANGEMENTS in the Prospectus. THE
FOREGOING EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
Long-term shareholders of Retail Shares may pay more than the economic
equivalent of the maximum front-end sales charges otherwise permitted by rules
of the National Association of Securities Dealers, Inc.
(a) Certain entities (including Union Bank of California and its
affiliates) making investments in the Balanced Fund on behalf of their
customers may charge customers fees for services provided in connection
with the investment.
(b) A wire redemption charge is deducted from the amount of a wire
redemption payment made at the request of a Shareholder. (See
REDEMPTION OF SHARES in the Prospectus.)
(c) Certain entities (including Union Bank of California and its
affiliates) may charge their customers fees with respect to exchanges
effected on the customer's behalf.
(d) As indicated under SERVICE ARRANGEMENTS--Investment Advisor below,
Union Bank of California may voluntarily reduce its advisory fee.
Absent the voluntary reduction of investment advisory fees, MANAGEMENT
FEES would be at an annual rate of 1.00% of the first $40 million of
the Fund's average daily net assets and 0.60% of the Fund's remaining
average daily net assets.
(e) Reflects currently estimated Rule 12b-1 fees. The maximum annual rate
of distribution fees that may be imposed as a percentage of average
daily net assets attributable to the Fund's Retail Shares would be
0.25%. (See SERVICE ARRANGEMENTS--Distributor--The Distribution Plan in
the Prospectus.)
(f) OTHER EXPENSES are based on the Fund's estimated expenses for the
current fiscal year. As indicated under SERVICE ARRANGEMENTS--
Administrator in the Prospectus, SEI Fund Resources may voluntarily
reduce its administration fee. Absent all voluntary fee waivers, OTHER
EXPENSES, as a percentage of average daily net assets, would be 0.65%
for the Retail shares of the Balanced Fund.
(g) Absent voluntary fee waivers, TOTAL FUND OPERATING EXPENSES would be:
1.84% for the Retail Shares of the Balanced Fund.
The table under "Sales Charges" on page 16 in the Prospectus is
replaced in its entirety by the following table:
<PAGE> 9
<TABLE>
<CAPTION>
SALES CHARGE AS DEALER
A PERCENTAGE OF SALES CHARGE AS ALLOWANCE
NET AMOUNT A PERCENTAGE OF AS A PERCENTAGE OF
AMOUNT OF PURCHASE INVESTED PUBLIC OFFERING PRICE PUBLIC OFFERING PRICE
- ------------------ --------------- --------------------- ---------------------
<S> <C> <C> <C>
Less than $50,000 .................... 4.71% 4.50% 4.05%
$ 50,000 but less than
$100,000 ........................... 3.63% 3.50% 3.15%
$100,000 but less than
$250,000 ........................... 2.56% 2.50% 2.25%
$250,000 but less than
$1,000,000 ......................... 1.52% 1.50% 1.35%
$1,000,000 or more ................... 0.00% 0.00% 0.00%
</TABLE>
In the second paragraph under "SERVICE ARRANGEMENTS-The Advisor" on
page 25 in the Prospectus, the first sentence is replaced by the following
sentence:
For the expenses assumed and services provided by the Advisor as the
Fund's investment advisor, Union Bank of California receives a fee from the
Balanced Fund, computed daily and paid monthly, at the annual rate of one
percent (1.00%) of the first $40 million of the Fund's average daily net assets
and sixty one-hundredths of one percent (.60%) of the Fund's remaining average
daily net assets.
In the second paragraph under "SERVICE ARRANGEMENTS - Administrator" on
page 26 in the Prospectus, the last sentence is removed.
In the paragraph under "SERVICE ARRANGEMENTS-Shareholder Service Plan"
on pages 26 and 27 of the Prospectus, the final sentence is removed and
replaced with the following sentence:
Currently, such fees are being waived to the rate of 0.00% of average
daily net assets.
BEGINNING AT 9:00 A.M. ON APRIL 28, 1997, FEES FOR THE HIGHMARK BALANCED FUND
WILL BE AS STATED IN THE PROSPECTUS.
<PAGE> 10
HIGHMARK FUNDS
HIGHMARK BALANCED FUND
FIDUCIARY SHARES
SUPPLEMENT DATED MARCH 28, 1997 TO THE PROSPECTUS DATED MARCH 28, 1997
FOR THE HIGHMARK BALANCED FUND
INVESTORS SHOULD RETAIN THIS SUPPLEMENT
WITH THE PROSPECTUS FOR FUTURE REFERENCE
CAPITALIZED TERMS USED HEREIN HAVE THE SAME MEANING AS IN THE PROSPECTUS.
THE FOLLOWING FEES WILL BE IN EFFECT UNTIL APRIL 28, 1997:
<TABLE>
<CAPTION>
BALANCED FUND
FIDUCIARY
SHARES
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES(a)
Maximum Sales Load Imposed on 0.00%
Purchases (as a percentage of
offering price)
Maximum Sales Load Imposed on 0.00%
Reinvested Dividends (as a
percentage of offering price)
Deferred Sales Load (as a 0.00%
percentage of original purchase
price or redemption proceeds, as
applicable)
Redemption Fees (as a percentage 0.00%
of amount redeemed, if
applicable)(b)
Exchange Fee(c) $ 0.00
ANNUAL OPERATING EXPENSES
(as a percentage of net assets)
Management Fees (after voluntary 0.60%
reduction)(d)
12b-1 Fees 0.00%
Other Expenses (after voluntary 0.40%
reduction)(e) ----
Total Fund Operating 1.00%
Expenses(f) ====
</TABLE>
<PAGE> 11
EXAMPLE: You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time period.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Fiduciary Shares $10 $32 $55 $122
</TABLE>
The purpose of the tables above is to assist an investor in the
Balanced Fund in understanding the various costs and expenses that a Shareholder
will bear directly or indirectly. For a more complete discussion of the Fund's
annual operating expenses, see SERVICE ARRANGEMENTS in the Prospectus. THE
FOREGOING EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
(a) Certain entities (including Union Bank of California and its
affiliates) making investments in the Balanced Fund on behalf of their
customers may charge customers fees for services provided in connection
with the investment.
(b) A wire redemption charge is deducted from the amount of a wire
redemption payment made at the request of a Shareholder. (See PURCHASE
AND REDEMPTION OF SHARES in the Prospectus.)
(c) Certain entities (including Union Bank of California and its
affiliates) may charge their customers fees with respect to exchanges
effected on the customer's behalf.
(d) As indicated under SERVICE ARRANGEMENTS--Investment Advisor below,
Union Bank of California may voluntarily reduce its advisory fee.
Absent the voluntary reduction of investment advisory fees, MANAGEMENT
FEES would be at an annual rate of 1.00% of the first $40 million of
the Fund's average daily net assets and 0.60% of the Fund's remaining
average daily net assets.
(e) OTHER EXPENSES are based on the Fund's estimated expenses for the
current fiscal year. As indicated under SERVICE
ARRANGEMENTS--Administrator in the Prospectus, SEI Fund Resources may
voluntarily reduce its administration fee. Absent all voluntary fee
waivers, OTHER EXPENSES, as a percentage of average daily net assets,
would be 0.65% for the Fiduciary Shares of the Balanced Fund.
(f) Absent voluntary fee waivers, TOTAL FUND OPERATING EXPENSES would be:
1.59% for the Fiduciary Shares of the Balanced Fund.
In the second paragraph under "SERVICE ARRANGEMENTS - The Advisor" on
page 17 in the Prospectus, the first sentence is replaced by the following
sentence:
For the expenses assumed and services provided by the Advisor as the
Fund's investment advisor, Union Bank of California receives a fee from the
Balanced Fund, computed daily and paid monthly, at the annual rate of one
percent (1.00%) of the first $40 million of the Fund's average daily net assets
and sixty one-hundredths of one percent (.60%) of the Fund's remaining average
daily net assets.
In the second paragraph under "SERVICE ARRANGEMENTS - Administrator" on
page 18 in the Prospectus, the final sentence is removed.
In the paragraph under "SERVICE ARRANGEMENTS-Shareholder Service Plan"
on pages 18 and 19 of the Prospectus, the final sentence is removed and replaced
with the following sentence:
Currently, such fees are being waived to the rate of 0.00% of average
daily net assets.
BEGINNING AT 9:00 A.M. ON APRIL 28, 1997, FEES FOR THE HIGHMARK
BALANCED FUND WILL BE AS STATED IN THE PROSPECTUS.
<PAGE> 12
HIGHMARK FUNDS
HIGHMARK FIXED INCOME FUNDS
INTERMEDIATE-TERM BOND FUND
BOND FUND
RETAIL SHARES
SUPPLEMENT DATED MARCH 28, 1997 TO THE PROSPECTUS DATED MARCH 28, 1997 FOR THE
HIGHMARK FIXED INCOME FUNDS
INVESTORS SHOULD RETAIN THIS SUPPLEMENT
WITH THE PROSPECTUS FOR FUTURE REFERENCE
CAPITALIZED TERMS USED HEREIN HAVE THE SAME MEANING AS IN THE PROSPECTUS.
THE FOLLOWING FEES WILL BE IN EFFECT UNTIL APRIL 28, 1997 FOR THE HIGHMARK BOND
FUND:
<TABLE>
<CAPTION>
BOND FUND
---------
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES(a)
MAXIMUM SALES LOAD IMPOSED ON PURCHASES (AS A 3.00%
PERCENTAGE OF OFFERING PRICE)
MAXIMUM SALES LOAD IMPOSED ON REINVESTED 0.00%
DIVIDENDS (AS A PERCENTAGE OF OFFERING PRICE)
DEFERRED SALES LOAD (AS A PERCENTAGE OF ORIGINAL 0.00%
PURCHASE PRICE OR REDEMPTION PROCEEDS, AS APPLICABLE)
REDEMPTION FEES (AS A PERCENTAGE OF AMOUNT 0.00%
REDEEMED, IF APPLICABLE) (b)
EXCHANGE FEE (c) 0.00%
ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF NET ASSETS)
MANAGEMENT FEES (AFTER VOLUNTARY REDUCTION) (d) 0.45%
12B-1 FEES (AFTER VOLUNTARY REDUCTION) 0.00%(e)
OTHER EXPENSES (AFTER VOLUNTARY REDUCTION) (f) 0.47%
-----
TOTAL FUND OPERATING EXPENSES (g) 0.92%
=====
</TABLE>
<PAGE> 13
EXAMPLE: You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
BOND FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Retail Shares $ 39 $58 $79 $140
</TABLE>
The purpose of the tables above is to assist an investor in the Bond
Fund in understanding the various costs and expenses that a Shareholder will
bear directly or indirectly. For a more complete discussion of the Fund's annual
operating expenses, see SERVICE ARRANGEMENTS in the Prospectus. THE FOREGOING
EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES.
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
Long-term shareholders of Retail Shares may pay more than the economic
equivalent of the maximum front-end sales charges otherwise permitted by rules
of the National Association of Securities Dealers, Inc.
(a) Certain entities (including Union Bank of California and its
affiliates) making investments in the Bond Fund on behalf of their
customers may charge customers fees for services provided in connection
with the investment.
(b) A wire redemption charge is deducted from the amount of a wire
redemption payment made at the request of a Shareholder. (See
REDEMPTION OF SHARES in the Prospectus.)
(c) Certain entities (including Union Bank of California and its
affiliates) may charge their customers fees with respect to exchanges
effected on the customer's behalf.
(d) As indicated under SERVICE ARRANGEMENTS--Investment Advisor in the
Prospectus, Union Bank of California may voluntarily reduce its
advisory fee. Absent the voluntary reduction of investment advisory
fees, MANAGEMENT FEES would be at an annual rate of 1.00% of the first
$40 million of the Fund's average daily net assets and 0.60% of the
Fund's remaining average daily net assets.
(e) Reflects currently estimated Rule 12b-1 fees. The maximum annual rate
of distribution fees that may be imposed as a percentage of average
daily net assets attributable to the Fund's Retail Shares is 0.25%.
(See SERVICE ARRANGEMENTS--Distributor--The Distribution Plan in the
Prospectus.)
(f) OTHER EXPENSES are based on the Fund's estimated expenses for the
current fiscal year. As indicated under SERVICE
ARRANGEMENTS--Administrator in the Prospectus, SEI Fund Resources may
voluntarily reduce its administration fee. Absent all voluntary fee
waivers, OTHER EXPENSES as a percentage of would be 0.72 for the
Retail Shares of the Bond Fund.
(g) Absent voluntary fee waivers, Total Fund Operating Expenses would be:
1.82% for the Retail Shares of the Bond Fund.
<PAGE> 14
The Table under "Sales Charges" on page 18 of the Prospectus is
replaced in its entirety by the following:
<TABLE>
<CAPTION>
SALES CHARGE AS DEALER
A PERCENTAGE OF SALES CHARGE AS ALLOWANCE
NET AMOUNT A PERCENTAGE OF AS A PERCENTAGE OF
AMOUNT OF PURCHASE INVESTED PUBLIC OFFERING PRICE PUBLIC OFFERING PRICE
- ------------------ -------- --------------------- ---------------------
<S> <C> <C> <C>
Less than $50,000................................ 3.09% 3.00% 2.70%
$ 50,000 but less than
$100,000....................................... 2.56% 2.50% 2.25%
$100,000 but less than
$250,000....................................... 2.04% 2.00% 1.80%
$250,000 but less than
$1,000,000 .................................... 1.01% 1.00% 0.90%
$1,000,000 or more .............................. 0.00% 0.00% 0.00%
</TABLE>
In the second paragraph under "SERVICE ARRANGEMENTS - The Advisor" on
page 27 in the Prospectus, the first sentence is removed and replaced by the
following sentence:
For the expenses assumed and services provided by the Advisor as the
Fund's investment advisor, Union Bank of California receives a fee from the Bond
Fund, computed daily and paid monthly, at the annual rate of one percent (1.00%)
of the first $40 million of the Fund's average daily net assets and sixty
one-hundredths of one percent (.60%) of the Fund's remaining average daily
assets.
In the second paragraph under "SERVICE ARRANGEMENTS - Administrator" on
page 28 in the Prospectus, the final sentence is removed.
In the paragraph under "SERVICE ARRANGEMENTS-Shareholder Service Plan"
on pages 28 and 29 of the Prospectus, the final sentence is removed and
replaced with the following sentence:
Currently, such fees are being waived to the rate of 0.00% of average
daily net assets.
BEGINNING AT 9:00 A.M. ON APRIL 28, 1997, FEES FOR THE HIGHMARK BOND FUND WILL
BE AS STATED IN THE PROSPECTUS.
<PAGE> 15
HIGHMARK FUNDS
HIGHMARK FIXED INCOME FUNDS
INTERMEDIATE-TERM BOND FUND
BOND FUND
GOVERNMENT SECURITIES FUND
FIDUCIARY SHARES
SUPPLEMENT DATED MARCH 28, 1997 TO THE PROSPECTUS DATED MARCH 28, 1997 FOR THE
HIGHMARK FIXED INCOME FUNDS
INVESTORS SHOULD RETAIN THIS SUPPLEMENT
WITH THE PROSPECTUS FOR FUTURE REFERENCE
CAPITALIZED TERMS USED HEREIN HAVE THE SAME MEANING AS IN THE PROSPECTUS.
THE FOLLOWING FEES WILL BE IN EFFECT UNTIL APRIL 28, 1997, FOR THE HIGHMARK BOND
FUND:
<TABLE>
<CAPTION>
BOND FUND
---------
Fiduciary
Shares
------
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES(a)
MAXIMUM SALES LOAD IMPOSED ON PURCHASES (AS A 0.00%
PERCENTAGE OF OFFERING PRICE)
MAXIMUM SALES LOAD IMPOSED ON REINVESTED 0.00%
DIVIDENDS (AS A PERCENTAGE OF OFFERING PRICE)
DEFERRED SALES LOAD (AS A PERCENTAGE OF ORIGINAL 0.00%
PURCHASE PRICE OR REDEMPTION PROCEEDS, AS APPLICABLE)
REDEMPTION FEES (AS A PERCENTAGE OF AMOUNT 0.00%
REDEEMED, IF APPLICABLE) (b)
EXCHANGE FEE (c) 0.00%
ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF NET ASSETS)
MANAGEMENT FEES (AFTER VOLUNTARY REDUCTION) (d) 0.45%
12B-1 FEES 0.00%
OTHER EXPENSES (AFTER VOLUNTARY REDUCTION) (e) 0.47%
-----
TOTAL FUND OPERATING EXPENSES (f) 0.92%
=====
</TABLE>
<PAGE> 16
EXAMPLE: You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
BOND FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Fiduciary Shares $ 9 $29 $51 $113
</TABLE>
The purpose of the tables above is to assist an investor in the Bond
Fund in understanding the various costs and expenses that a Shareholder will
bear directly or indirectly. For a more complete discussion of the Fund's annual
operating expenses, see SERVICE ARRANGEMENTS in the Prospectus. THE FOREGOING
EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES.
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
(a) Certain entities (including Union Bank of California and its
affiliates) making investments in the Bond Fund on behalf of their
customers may charge customers fees for services provided in connection
with the investment.
(b) A wire redemption charge is deducted from the amount of a wire
redemption payment made at the request of a Shareholder. (See PURCHASE
AND REDEMPTION OF SHARES in the Prospectus.)
(c) Certain entities (including Union Bank of California and its
affiliates) may charge their customers fees with respect to exchanges
effected on the customer's behalf.
(d) As indicated under SERVICE ARRANGEMENTS--Investment Advisor in the
Prospectus, Union Bank of California may voluntarily reduce its
advisory fee. Absent the voluntary reduction of investment advisory
fees, MANAGEMENT FEES would be at an annual rate of 1.00% of the first
$40 million of the Fund's average daily net assets and 0.60% of the
Fund's remaining average daily net assets.
(e) OTHER EXPENSES are based on the Fund's estimated expenses for the
current fiscal year. As indicated under SERVICE
ARRANGEMENTS--Administrator in the Prospectus below, SEI Fund Resources
may voluntarily reduce its administration fee. Absent all voluntary
fee waivers, OTHER EXPENSES as a percentage of average daily net
assets would be 0.72% for the Fiduciary Shares of the
Bond Fund.
(f) Absent voluntary fee waivers, Total Fund Operating Expenses would be:
1.57% for the Fiduciary Shares of the Bond Fund.
In the second paragraph under "SERVICE ARRANGEMENTS-The Advisor" on
page 20 of the Prospectus, the first sentence is removed and replaced by the
following sentence:
For the expenses assumed and services provided by the Advisor as the
Fund's investment advisor, Union Bank of California receives a fee from the Bond
Fund, computed daily and paid monthly, at the annual rate of one percent (1.00%)
of the first $40 million of the Fund's average daily net assets and sixty
one-hundredths of one percent (.60%) of the Fund's remaining average daily net
assets.
<PAGE> 17
In the second paragraph under "SERVICE ARRANGEMENTS-Administrator" on
page 22 of the Prospectus, the final sentence is removed.
In the paragraph under "SERVICE ARRANGEMENTS-Shareholder Service Plan"
on page 23 of the Prospectus, the final sentence is removed and replaced with
the following sentence:
Currently, such fees are being waived to the rate of 0.00% of average
daily net assets.
BEGINNING AT 9:00 A.M. ON APRIL 28, 1997, FEES FOR THE HIGHMARK BOND
FUND WILL BE AS STATED IN THE PROSPECTUS.
<PAGE> 18
HIGHMARK FUNDS
HIGHMARK MONEY MARKET FUNDS
DIVERSIFIED MONEY MARKET FUND
U.S. GOVERNMENT MONEY MARKET FUND
100% U.S. TREASURY MONEY MARKET FUND
CALIFORNIA TAX-FREE MONEY MARKET FUND
RETAIL SHARES
SUPPLEMENT DATED MARCH 28, 1997 TO THE PROSPECTUS DATED MARCH 28, 1997
FOR THE HIGHMARK MONEY MARKET FUNDS
INVESTORS SHOULD RETAIN THIS SUPPLEMENT
WITH THE PROSPECTUS FOR FUTURE REFERENCE
CAPITALIZED TERMS USED HEREIN HAVE THE SAME MEANING AS IN THE PROSPECTUS.
THE FOLLOWING FEES WILL BE IN EFFECT UNTIL APRIL 28, 1997:
<TABLE>
<CAPTION>
DIVERSIFIED U.S. GOVERNMENT 100% U.S. TREASURY CALIFORNIA TAX-FREE
MONEY MARKET FUND MONEY MARKET FUND MONEY MARKET FUND MONEY MARKET FUND
----------------- ----------------- ----------------- -----------------
RETAIL RETAIL RETAIL RETAIL
SHARE SHARES SHARES SHARES
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES(a)
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) 0% 0% 0% 0%
Maximum Sales Load Imposed on Reinvested
Dividends (as a percentage of offering
price) 0% 0% 0% 0%
Deferred Sales Load (as a percentage
of original purchase price or
redemption proceeds, as applicable) 0% 0% 0% 0%
Redemption Fees (as a percentage of
amount redeemed, if applicable(b) 0% 0% 0% 0%
Exchange Fee(c)
ANNUAL OPERATING EXPENSES $0 $0 $0 $0
(as a percentage of net assets)
Management Fees (after voluntary
reduction) 0.40% 0.40% 0.40% 0.25%(d)
12b-1 Fees (after voluntary
reduction) 0.01%(e) 0.03%(e) 0.00%(e) 0.00%(e)
Other Expenses (after voluntary
reduction)(f) 0.36% 0.40% 0.38% 0.37%
---- ---- ---- ----
Total Fund Operating Expenses(g) 0.77% 0.83% 0.78% 0.62%
==== ==== ==== ====
</TABLE>
<PAGE> 19
EXAMPLE: You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time period.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Diversified Money Market Fund
Retail Shares $8 $25 $44 $ 98
U.S. Government Money Market Fund
Retail Shares $8 $26 $46 $103
100% U.S. Treasury Money Market Fund
Retail Shares $6 $20 $35 $ 77
California Tax-Free Money Market Fund
Retail Shares $6 $20 $35 $ 77
</TABLE>
The purpose of the tables above is to assist an investor in the Money
Market Funds in understanding the various costs and expenses that a Shareholder
will bear directly or indirectly. For a more complete discussion of each Fund's
annual operating expenses, see SERVICE ARRANGEMENTS in the Prospectus. THE
FOREGOING EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
(a) Certain entities (including Union Bank of California and its
affiliates) making investments in the Money Market Funds on behalf of
their customers may charge customers fees for services provided in
connection with the investment.
(b) A wire redemption charge is deducted from the amount of a wire
redemption payment made at the request of a Shareholder. (See
REDEMPTION OF SHARES in the Prospectus.)
(c) Certain entities (including Union Bank of California and its
affiliates) may charge their customers fees with respect to exchanges
effected on the customer's behalf.
(d) As indicated under SERVICE ARRANGEMENTS--Investment Advisor in the
Prospectus, Union Bank of California may voluntarily reduce its
advisory fee. Absent the voluntary reduction of investment advisory
fees, MANAGEMENT FEES as a percentage of average daily net assets would
be 0.40%.
(e) Reflects currently estimated Rule 12b-1 fees. The maximum annual rate
of distribution fees that may be imposed as a percentage of average
daily net assets attributable to a Fund's Retail Shares is 0.25%. (See
SERVICE ARRANGEMENTS-- Distributor--The Distribution Plan in the
Prospectus.)
(f) OTHER EXPENSES are each Fund's estimated expenses for the current
fiscal year. As indicated under SERVICE ARRANGEMENTS--Administrator in
the Prospectus, SEI Fund Resources may voluntarily reduce its
administration fee. Absent all voluntary fee waivers, OTHER EXPENSES
as a percentage of average daily net assets would be 0.61% for the
Retail Shares of the Diversified Money Market, 0.65% for the Retail
Shares of the U.S. Government Money Market Fund, 0.63% for the Retail
Shares of the 100% U.S. Treasury Money Market Fund, and 0.62% for
the Retail Shares of the California Tax-Free Money Market
Fund.
(g) Absent voluntary fee reductions, Total Fund Operating Expenses would
be: 1.26% for the Retail Shares of the Diversified Money Market Fund,
1.30% for the Retail Shares of the U.S. Government Money Market Fund,
1.28% for the Retail Shares of the 100% U.S. Treasury Money Market
Fund, and 1.27% for the Retail Shares of the California Tax-Free Money
Market Fund.
In the second paragraph under "SERVICE ARRANGEMENTS -- The Advisor" on
<PAGE> 20
page 36 of the Prospectus the first sentence is removed and replaced with the
following sentence:
For the expenses assumed and services provided by the Advisor as each
Fund's investment advisor, Union Bank of California receives a fee from each
Money Market Fund, computed daily and paid monthly, at the annual rate of forty
one-hundredths of one percent (.40%) of the first $500 million of that Fund's
average daily net assets, thirty-five one-hundredths of one percent (.35%) of
the next $500 million of that Fund's average daily net assets, and thirty
one-hundredths of one percent (.30%) of the Fund's remaining average daily net
assets.
In the second paragraph under "SERVICE ARRANGEMENTS -- Administrator"
on page 37 of the Prospectus, the final sentence is removed.
BEGINNING AT 9:00 A.M. ON APRIL 28, 1997, FEES FOR THE HIGHMARK MONEY
MARKET FUNDS WILL BE AS STATED IN THE PROSPECTUS.
<PAGE> 21
HIGHMARK FUNDS
HIGHMARK MONEY MARKET FUNDS
DIVERSIFIED MONEY MARKET FUND
U.S. GOVERNMENT MONEY MARKET FUND
100% U.S. TREASURY MONEY MARKET FUND
CALIFORNIA TAX-FREE MONEY MARKET FUND
FIDUCIARY SHARES
SUPPLEMENT DATED MARCH 28, 1997 TO THE PROSPECTUS DATED MARCH 28, 1997 FOR THE
HIGHMARK MONEY MARKET FUNDS
INVESTORS SHOULD RETAIN THIS SUPPLEMENT
WITH THE PROSPECTUS FOR FUTURE REFERENCE
CAPITALIZED TERMS USED HEREIN HAVE THE SAME MEANING AS IN THE PROSPECTUS.
THE FOLLOWING FEES WILL BE IN EFFECT UNTIL APRIL 28, 1997:
<TABLE>
<CAPTION>
100% CALIFORNIA
DIVERSIFIED U.S. GOVERNMENT U.S. TREASURY TAX-FREE
MONEY MARKET FUND MONEY MARKET FUND MONEY MARKET FUND MONEY MARKET FUND
FIDUCIARY FIDUCIARY FIDUCIARY FIDUCIARY
SHARES SHARES SHARES SHARES
------ ------ ------ ------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES(a)
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) 0% 0% 0% 0%
Maximum Sales Load Imposed on Reinvested
Dividends (as a percentage of offering
price) 0% 0% 0% 0
Deferred Sales Load (as a percentage
of original purchase price or
redemption proceeds, as applicable) 0% 0% 0% 0%
Redemption Fees (as a percentage of
amount redeemed, if applicable(b) 0% 0% 0% 0%
Exchange Fee(c) $0 $0 $0 $0
ANNUAL OPERATING EXPENSES
(as a percentage of net assets)
Management Fees (after voluntary
reduction) 0.40% 0.40% 0.40% 0.25(d)
12b-1 Fees
0% 0% 0% 0%
Other Expenses (after voluntary
reduction)(e) 0.36% 0.40% 0.38% 0.37%
---- ---- ---- ----
Total Fund Operating Expenses(f) 0.76% 0.80% 0.78% 0.62%
==== ==== ==== ====
</TABLE>
<PAGE> 22
EXAMPLE: You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time period.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Diversified Money Market Fund
Fiduciary Shares $8 $24 $41 $ 92
U.S. Government Money Market Fund
Fiduciary Shares $8 $26 $44 $ 99
100% U.S. Treasury Money Market Fund
Fiduciary Shares $7 $23 $41 $ 91
California Tax-Free Money Market Fund
Fiduciary Shares $6 $20 $35 $ 77
</TABLE>
The purpose of the tables above is to assist an investor in the Money
Market Funds in understanding the various costs and expenses that a Shareholder
will bear directly or indirectly. For a more complete discussion of each Fund's
annual operating expenses, see SERVICE ARRANGEMENTS in the Prospectus. THE
FOREGOING EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
(a) Certain entities (including Union Bank of California and its
affiliates) making investments in the Money Market Funds on behalf of
their customers may charge customers fees for services provided in
connection with the investment.
(b) A wire redemption charge is deducted from the amount of a wire
redemption payment made at the request of a Shareholder. (See PURCHASE
AND REDEMPTION OF SHARES in the Prospectus.)
(c) Certain entities (including Union Bank of California and its
affiliates) may charge their customers fees with respect to exchanges
effected on the customer's behalf.
(d) As indicated under SERVICE ARRANGEMENTS--Investment Advisor in the
Prospectus, Union Bank of California may voluntarily reduce its
advisory fee. Absent the voluntary reduction of investment advisory
fees, MANAGEMENT FEES as a percentage of average daily net assets would
be 0.40%.
(e) OTHER EXPENSES are each Fund's estimated expenses for the current
fiscal year. As indicated under SERVICE ARRANGEMENTS--Administrator in
the Prospectus, SEI Fund Resources may voluntarily reduce its
administration fee. Absent all voluntary fee waivers, OTHER EXPENSES
as a percentage of average daily net assets would be 0.61% for the
Fiduciary Shares of the Diversified Money Market Fund, 0.65% for the
Fiduciary Shares of the U.S. Government Money Market Fund, 0.63% for
the Fiduciary Shares of the 100% U.S.Treasury Money Market Fund, and
0.62% for the Fiduciary Shares of the California Tax-Free Money Market
Fund.
(f) Absent voluntary fee reductions, Total Fund Operating Expenses would
be: 1.01% for the Fiduciary Shares of the Diversified Money Market
Fund, 1.05% for the Fiduciary Shares of the U.S. Government Money
Market Fund, 1.03% for the Fiduciary Shares of the 100% U.S. Treasury
Money Market Fund, and 1.02% for the Fiduciary Shares of the California
Tax-Free Money Market Fund.
In the second paragraph under "SERVICE ARRANGEMENTS - The Advisor" on
page 31 of the Prospectus, the first sentence is removed and replaced with the
following sentence:
<PAGE> 23
For the expenses assumed and services provided by the Advisor as each
Fund's investment advisor, Union Bank of California receives a fee from
each Money Market Fund, computed daily and paid monthly, at the annual
rate of forty one-hundredths of one percent (.40%) of the first $500
million of that Fund's average daily net assets, thirty-five
one-hundredths of one percent (.35%) of the next $500 million of that
Fund's average daily net assets, and thirty one-hundredths of one
percent (.30%) of the Fund's remaining average daily net assets.
BEGINNING AT 9:00 A.M. ON APRIL 28, 1997, FEES FOR THE HIGHMARK BOND FUND
WILL BE AS STATED IN THE PROSPECTUS.
