<PAGE> 1
HIGHMARK FUNDS
EQUITY FUNDS
FIXED INCOME FUNDS
RETAIL SHARES
Supplement dated September 1, 1999
To Prospectus dated November 30, 1998
THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL INFORMATION BEYOND THAT CONTAINED IN
THE PROSPECTUS AND SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS.
Under the heading "Class A Shares: Front-End Sales Charge" on page 35 of
the prospectus, the table has been revised to read as follows:
EQUITY FUNDS
<TABLE>
<CAPTION>
Sales Charge as
Sales Charge Appropriate Commission as
As Percentage Percentage of Net Percentage of
Amount of Purchase of Offering Price Amount Invested Offering Price
------------------ ----------------- ----------------- --------------
<S> <C> <C> <C>
0 - $49,999 5.50% 5.82% 4.95%
$50,000 -- $99,999 4.50% 4.71% 4.05%
$100,000 -- $249,999 3.75% 3.90% 3.38%
$250,000 -- $499,999 2.50% 2.56% 2.25%
$500,000 -- $999,999 2.00% 2.04% 1.80%
$1,000,000 and Over* 0.00% 0.00% 0.00%
</TABLE>
- -----------
* A contingent deferred sales charge of 1.00% will be assessed against any
proceeds of any redemption of such Class A Shares prior to one year from
date of purchase.
FIXED INCOME FUNDS
<TABLE>
<CAPTION>
Sales Charge as
Sales Charge Appropriate Commission as
As Percentage Percentage of Net Percentage of
Amount of Purchase of Offering Price Amount Invested Offering Price
------------------ ----------------- ----------------- --------------
<S> <C> <C> <C>
0 - $99,999 4.25% 4.44% 3.83%
$100,000 -- $249,999 3.50% 3.63% 3.15%
$250,000 -- $499,999 2.50% 2.56% 2.25%
$500,000 -- $999,999 2.00% 2.04% 1.80%
$1,000,000 and Over* 0.00% 0.00% 0.00%
</TABLE>
- -----------
* A contingent deferred sales charge of 1.00% will be assessed against any
proceeds of any redemption of such Retail Shares prior to one year from
date of purchase.
<PAGE> 2
As a result of the revisions indicated on the previous page the Example on page
7 of the prospectus will also be revised as follows:
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>
Income Equity Fund Class A Shares $66 $90 $116 $189
Value Momentum Fund Class A Shares $65 $87 $111 $178
Growth Fund Class A Shares $66 $90 $116 $189
Emerging Growth Fund Class A Shares $67 $93 $121 $201
Small Cap Value Fund Class A Shares $73 $109 $149 $258
Intermediate-Term Bond Fund Class A Shares $50 $65 $82 $132
Bond Fund Class A Shares $50 $65 $82 $132
Balanced Fund Class A Shares $66 $90 $116 $189
California Intermediate Tax-Free Bond Fund $47 $56 $66 $96
Class A Shares
</TABLE>
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.
