<PAGE> 1
HIGHMARK FUNDS
MONEY MARKET FUNDS
CALIFORNIA TAX-FREE MONEY MARKET FUND
SUPPLEMENT DATED JUNE 8, 1999 TO
RETAIL SHARES PROSPECTUS DATED NOVEMBER 30, 1998
INVESTORS SHOULD RETAIN THIS SUPPLEMENT
WITH THE PROSPECTUS FOR FUTURE REFERENCE
CAPITALIZED TERMS USED HEREIN HAVE THE SAME MEANING AS IN THE PROSPECTUS
Effective June 1, 1999, the information under "Money Market Funds Fee Table"
on page 5 of the Prospectus, with respect to the California Tax-Free Money
Market Fund is hereby amended as follows:
MONEY MARKET FUNDS FEE TABLE
<TABLE>
<CAPTION>
CALIFORNIA
TAX-FREE
MONEY MARKET FUND
-----------------
CLASS A 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)(c)............................................ 0%
Exchange Fee(a)............................................. $ 0
ANNUAL OPERATING EXPENSES(d)
(as a percentage of net assets)
Management Fees (after voluntary reduction)(e)............ 0.15%
12b-1 Fees................................................ 0.25%
Other Expenses (after voluntary reduction)(f)............. 0.22%
-----
Total Fund Operating Expenses(g).......................... 0.62%
=====
</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>
California Tax-Free Money Market Fund Class A Shares..... $6 $20 $35 $77
</TABLE>
The purpose of the tables above is to assist an investor in the 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 below. THE FOREGOING EXAMPLE SHOULD
NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES
MAY BE GREATER OR LESS THAN THOSE SHOWN.
<PAGE> 2
- ---------------
(a) Certain entities (including Union Bank of California, N.A. and its
affiliates) making investments in the Funds on behalf of their customers may
charge customers fees for services provided in connection with the
investment in, redemption of, and exchange of Shares. (See HOW TO PURCHASE
SHARES, EXCHANGE PRIVILEGES, REDEMPTION OF SHARES, and SERVICE ARRANGEMENTS
below.)
(c) A wire redemption charge of $15 is deducted from the amount of a wire
redemption payment made at the request of a Shareholder. (See REDEMPTION OF
SHARES below.)
(d) Expense information has been restated to reflect current fees.
(e) Absent voluntary fee waivers, MANAGEMENT FEES would be 0.30% for the
California Tax-Free Money Market Fund.
(f) Absent voluntary fee waivers, OTHER EXPENSES would be 0.49% for the Class A
Shares of the California Tax-Free Money Market Fund.
(g) Absent voluntary fee waivers, TOTAL FUND OPERATING EXPENSES would be 1.04%
for the Class A Shares of the California Tax-Free Money Market Fund.
HMR-699
<PAGE> 3
HIGHMARK FUNDS
MONEY MARKET FUNDS
CALIFORNIA TAX-FREE MONEY MARKET FUND
SUPPLEMENT DATED JUNE 8, 1999 TO
FIDUCIARY SHARES PROSPECTUS DATED NOVEMBER 30, 1998
INVESTORS SHOULD RETAIN THIS SUPPLEMENT
WITH THE PROSPECTUS FOR FUTURE REFERENCE
CAPITALIZED TERMS USED HEREIN HAVE THE SAME MEANING AS IN THE PROSPECTUS
Effective June 1, 1999, the information under "Money Market Funds Fee Table"
on page 6 of the Prospectus, with respect to the California Tax-Free Money
Market Fund is hereby amended as follows:
MONEY MARKET FUNDS FEE TABLE
<TABLE>
<CAPTION>
CALIFORNIA
TAX-FREE
MONEY MARKET 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)............ 0.15%
12b-1 Fees................................................ 0.00%
Other Expenses (after voluntary reduction)(c)............. 0.22%
-----
Total Fund Operating Expenses(f).......................... 0.37%
=====
</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>
California Tax-Free Money Market Fund Fiduciary Shares... $4 $12 $21 $47
</TABLE>
The purpose of the tables above is to assist an investor in the 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 below. THE FOREGOING EXAMPLE SHOULD
NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES
MAY BE GREATER OR LESS THAN THOSE SHOWN.
<PAGE> 4
- ---------------
(a) Certain entities (including Union Bank of California, N.A. and its
affiliates) making investments in the Funds on behalf of their customers may
charge customers fees for services provided in connection with the
investment in, redemption of, and exchange of Shares. (See PURCHASE AND
REDEMPTION OF SHARES, EXCHANGE PRIVILEGES and SERVICE ARRANGEMENTS below).
(b) A wire redemption charge of $15 is deducted from the amount of a wire
redemption payment made at the request of a Shareholder. (See PURCHASE AND
REDEMPTION OF SHARES below.)
(c) Expense information has been restated to reflect current fees.
(d) Absent voluntary fee waivers, MANAGEMENT FEES would be 0.30% for the
Fiduciary Shares of the California Tax-Free Money Market Fund.
(e) Absent voluntary fee waivers, OTHER EXPENSES would be 0.49% for the
Fiduciary Shares of the California Tax-Free Money Market Fund.
(f) Absent voluntary fee waivers, TOTAL FUND OPERATING EXPENSES would be 0.79%
for the Fiduciary Shares of the California Tax-Free Money Market Fund.
HMF-699
