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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:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 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
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(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.
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Notes:
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To HighMark Income & Growth and Government Bond Shareholders:
You may have recently received a letter announcing the merger of the HighMark
and Stepstone Funds. The merger of the two fund families is the result of the
merger of The Bank of California, N.A. and Union Bank. It was explained in the
letter that over the next several months you could expect to receive additional
information about the merger and that you may, in fact, be asked to vote on
certain important aspects of the merger.
The purpose of this proxy package is to announce that a Shareholder Meeting (the
"Meeting") for the HighMark Income & Growth Fund and Government Bond Fund (each
a "Fund" collectively the "Funds") has been scheduled for Wednesday, March 12,
1997. The purpose of this Meeting is to submit a very important matter regarding
the future of the Funds to the shareholders for a vote.
After considering 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, the Trustees of the HighMark Funds concluded
that among all of the available alternatives it would be in the best interest of
each Fund's shareholders to liquidate and distribute each Fund's assets and then
terminate the Funds. The attached proxy statement is designed to give you
information relating to the proposals on which you will be asked to consider and
vote.
While you are, of course, welcome to join us at the Meeting, most shareholders
cast their votes by filling out and signing the enclosed proxy card. In order to
conduct the Meeting a majority of shares must be represented either in person or
by proxy. Whether or not you plan to attend the Meeting, we need your vote.
Please mark, sign and date the enclosed proxy card and return it promptly in the
enclosed, postage-paid envelope so that the maximum number of shares may be
voted.
We encourage you to read the enclosed proxy statement thoroughly. In addition,
we have included on the next page a list of some commonly asked questions and
answers. If you have any additional questions, please call your account
administrator, investment sales representative, or HighMark Funds directly at
1-800-433-6884.
Your vote is very important to us. As always, we thank you for your confidence
and support.
Sincerely,
/s/ Stephen G. Mintos
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Stephen G. Mintos
President
HighMark Funds
PLEASE SIGN & RETURN THE ENCLOSED PROXY BALLOT CARD
YOUR VOTE IS VERY IMPORTANT
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Q. WHY IS THE BOARD OF TRUSTEES PROPOSING TO CLOSE THE HIGHMARK INCOME & GROWTH
AND GOVERNMENT BOND FUNDS?
A. As part of the process of merging the HighMark Funds and the Stepstone Funds,
serious consideration was given to the future of the HighMark Income & Growth
and Government Bond Funds. After considering a variety of options, the Board
of Trustees of the HighMark Funds determined that many factors limited the
prospects for the long-term growth of each Fund. Poor prospects for growth in
asset levels means that it is unlikely that these Funds will achieve adequate
economies of scale and be the optimally efficient investment vehicles for
shareholder assets for which they were originally designed.
Q. WHAT WILL HAPPEN TO MY INVESTMENT IN THE HIGHMARK INCOME & GROWTH OR
GOVERNMENT BOND FUNDS IF THIS PROPOSAL IS APPROVED?
A. The assets in the Funds will be liquidated, the proceeds will be distributed
to shareholders and the Funds will be terminated on March 21, 1997 or as soon
thereafter as is operationally feasible. YOU WILL HAVE UNTIL MARCH 20TH TO
FIND AN ALTERNATIVE INVESTMENT VEHICLE FOR YOUR ACCOUNT. Your account
representative can assist you in this process. Any assets that remain
invested in the Fund on its termination date will be liquidated and the
proceeds will be remitted to you or your representative.
Q. ARE THERE ANY ALTERNATIVE INVESTMENT OPTIONS AVAILABLE TO ME?
A. Yes. There are a variety of alternative investment options available to
shareholders of the HighMark Income & Growth and Government Bond Funds.
Because of concerns about suitability, no specific recommendations for
alternative investment options are provided with this proxy package. You are
encouraged to contact your account representative to discuss these
alternative investment options.
Q. WHAT IF I DO NOT RETURN MY PROXY VOTING BALLOT?
A. In order to conduct the Shareholder Meeting a quorum must be present, in
person or by proxy. A quorum is defined as representation of over 50% of the
shares outstanding for each Fund as of January 10, 1997. In the event that
not enough shareholders return the enclosed proxy ballot card to achieve
quorum, we will be forced to incur additional expense associated with
additional solicitations. In order to avoid additional costs, please return
the completed proxy ballot as soon as possible.
Q. HOW DO THE BOARD MEMBERS SUGGEST THAT I VOTE?
A. After careful consideration, the Board members of the HighMark Funds,
including the independent members, recommend that you vote "FOR" all of the
items on the enclosed proxy ballot. The Board also wishes to remind you to
vote and return all the proxy ballot cards you receive.
Q. WHO SHOULD I CALL WITH QUESTIONS ABOUT THIS PROXY?
A. If you have any questions regarding this proxy, please contact your account
administrator, investment sales representative, or the HighMark Funds
directly at 1-800-433-6884.
THE INFORMATION PROVIDED IN THIS "Q&A" IS SUPPORTED BY DISCLOSURES
CONTAINED IN THE ACCOMPANYING PROXY STATEMENT.
