<PAGE> 1
HIGHMARK FUNDS
EQUITY FUNDS
FIXED INCOME FUNDS
SUPPLEMENT DATED SEPTEMBER 30, 1999
TO RETAIL SHARES 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.
I. Effective October 1, 1999, the information under "Class A Fee Table" on page
7 of the Prospectus, with respect to the Value Momentum Fund is hereby amended
as follows:
CLASS A FEE TABLE
<TABLE>
<CAPTION>
VALUE
MOMENTUM
FUND
--------------
CLASS A SHARES
--------------
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES(A)
Maximum Sales Load Imposed on Purchases (as a percentage of
offering price)........................................... 5.50%
Maximum Sales Load Imposed on Reinvested Dividends (as a
percentage of
offering price)........................................... 0%
Deferred Sales Load (as a percentage of original purchase
price or redemption proceeds, as applicable)(b)........... 0%
Redemption Fees (as a percentage of amount redeemed, if
applicable)(c)............................................ 0%
Exchange Fee(a)............................................. $ 0
ANNUAL OPERATING EXPENSES(D)
(as a percentage of net assets)
Management Fees (after voluntary reduction)(e)............ 0.60%
12b-1 Fees (after voluntary reduction)(f)................. 0.25%
Other Expenses (after voluntary reduction)(g)............. 0.32%
Total Fund Operating Expenses(h).......................... 1.17%
</TABLE>
- ---------------
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>
Value Momentum Fund Class A Shares....................... $66 $90 $116 $189
</TABLE>
<PAGE> 2
II. Effective October 1, 1999, footnotes (g) and (h) on page 8 of the Prospectus
are replaced in their entirety with the following:
(g) Absent voluntary fee waivers, OTHER EXPENSES would be: 0.49% for the Class A
Shares of the Growth Fund, Value Momentum Fund, Balanced Fund, Income Equity
Fund, and Intermediate Term-Bond Fund, 0.50%for the Class A Shares of the
Emerging Growth Fund, 0.75% for the Class A Shares of the Small Cap Value
Fund and 0.51% for the Class A Shares of the Bond Fund and California
Intermediate Tax-Free Fund.
(h) Absent voluntary fee waivers, TOTAL FUND OPERATING EXPENSES would be: 1.34%
for the Class A Shares of the Growth Fund, Value Momentum Fund, Balanced
Fund and Income Equity Fund, 1.55% for the Class A Shares of the Emerging
Growth Fund, 1.24% for the Class A Shares of the Intermediate Term-Bond
Fund, 2.00% for the Class A Shares of the Small Cap Value Fund, and 1.26%
for the Class A Shares of the Bond Fund and California Intermediate Tax-Free
Fund.
III. Effective October 1, 1999, under the heading "Shareholder Service Plan" on
page 50 of the Prospectus, the sixth sentence is deleted and replaced to read as
follows:
Currently, such fees are being waived to the rate of 0.10% of the average
daily net assets for the Class A Shares of the Income Equity Fund, Growth
Fund, Small Cap Value Fund, Balanced Fund and Value Momentum Fund, 0.03%
for the Class A Shares of the Intermediate-Term Bond Fund, 0.01% for the
Class A Shares of the Bond Fund, and 0.00% for the Class A Shares of the
Emerging Growth Fund and California Intermediate Tax-Free Bond Fund.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.
HMNAV-RET 9/30/99
<PAGE> 3
HIGHMARK FUNDS
EQUITY FUNDS
FIXED INCOME FUNDS
SUPPLEMENT DATED SEPTEMBER 30, 1999
TO FIDUCIARY SHARES 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.
I. Effective October 1, 1999, the information under "Fee Table" on page 6 of the
Prospectus, with respect to the Value Momentum Fund is hereby amended as
follows:
FEE TABLE
<TABLE>
<CAPTION>
VALUE
MOMENTUM
FUND
----------------
FIDUCIARY SHARES
----------------
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES(A)
Maximum Sales Load Imposed on Purchases (as a percentage of
offering price)........................................... 0%
Maximum Sales Load Imposed on Reinvested Dividends (as a
percentage of
offering price)........................................... 0%
Deferred Sales Load (as a percentage of original purchase
price or redemption proceeds, as applicable).............. 0%
Redemption Fees (as a percentage of amount redeemed, if
applicable)(b)............................................ 0%
Exchange Fee(a)............................................. $ 0
ANNUAL OPERATING EXPENSES(C)
(as a percentage of net assets)
Management Fees (after voluntary reduction)(d)............ 0.60%
12b-1 Fees................................................ 0%
Other Expenses (after voluntary reduction)(e)............. 0.32%
Total Fund Operating Expenses (after voluntary
reduction)(f).......................................... 0.92%
</TABLE>
- ---------------
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>
Value Momentum Fund Fiduciary Shares..................... $9 $29 $51 $113
</TABLE>
<PAGE> 4
II. Effective October 1, 1999, footnotes (e) and (f) on page 7 of the Prospectus
are replaced in their entirety with the following:
(e) Absent voluntary fee waivers, OTHER EXPENSES would be: 0.49% for the
Fiduciary Shares of the Growth Fund, Value Momentum Fund, Balanced Fund,
Income Equity Fund, and Intermediate Term-Bond Fund, 0.50% for the Fiduciary
Shares of the Emerging Growth Fund, 0.68% for the Fiduciary Shares of the
International Equity Fund, 0.85% of the Fiduciary Shares of the Small Cap
Value Fund and 0.51% for the Fiduciary Shares of the Bond Fund and
California Intermediate Tax-Free Fund.
(f) Absent voluntary fee waivers, TOTAL FUND OPERATING EXPENSES would be: 1.09%
for the Fiduciary Shares of the Income Equity Fund, Growth Fund, Value
Momentum Fund and Balanced Fund, 1.30% for the Fiduciary Shares of the
Emerging Growth Fund, 1.63% for the Fiduciary Shares of the International
Equity Fund, 1.75% for the Fiduciary Shares of the Small Cap Value Fund,
0.99% for the Fiduciary Shares of the Intermediate Term-Bond Fund, and 1.01%
for the Fiduciary Shares of the Bond Fund and California Intermediate
Tax-Free Fund.
III. Effective October 1, 1999, under the heading "Shareholder Service Plan" on
page 41 of the Prospectus, the sixth sentence is deleted and replaced to read as
follows:
Currently, such fees are being waived to the rate of 0.01% of average daily
assets for the Fiduciary Shares of the Bond Fund, 0.03% of the daily net
assets for the Fiduciary Shares of the Intermediate-Term Bond Fund, 0.10%
of the average daily net assets for the Balanced Fund, Income Equity Fund,
Growth Fund, Small Cap Value Fund and Value Momentum Fund, and 0.00% of the
average daily net assets for the Fiduciary Shares of each of the other
Funds.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.
HMNAV-FID 9/30/99
