<PAGE> 1
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
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
HighMark Funds
1 Freedom Valley Drive
Oaks, PA 19456
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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):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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 (set forth the amount on which
the filing is calculated and state how it was determined): N/A
4) Proposed maximum aggregate value of transaction: N/A
5) Total fee paid: N/A.
[ ] Fee paid previously with preliminary materials.
[ ] 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.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Notes:
<PAGE> 2
IMPORTANT SHAREHOLDER INFORMATION
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HighMark Funds
The document you hold in your hands contains your proxy statement and
proxy card. A proxy card is, in essence, a ballot. When you vote your
proxy, it tells us how to vote on your behalf on important issues
relating to your Fund. The proxy card may be completed by checking the
appropriate box voting for or against the specific proposals relating
to your Fund. If you simply sign the proxy without specifying a vote,
your shares will be voted in accordance with the recommendations of the
Board of Trustees.
We urge you to take the time to read the proxy statement, fill out the
proxy card, and return it to us. Voting your proxy, and doing so
promptly, ensures that the Funds will not need to conduct additional
mailings. When shareholders do not return their proxies in sufficient
numbers, we will incur the expense of follow-up solicitations.
Please take a few moments to exercise your right to vote. Thank you.
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(Front Cover of Proxy Package)
<PAGE> 3
HIGHMARK FUNDS
Notice of Special Meeting of Shareholders
of the
HighMark Balanced Fund, HighMark Growth Fund,
HighMark Income Equity Fund, HighMark Bond Fund,
HighMark 100% U.S. Treasury Money Market Fund,
HighMark California Tax-Free Money Market Fund,
HighMark Diversified Money Market Fund,
and HighMark U.S. Government Money Market Fund
to be held October 29, 1999
A Special Meeting of the shareholders of the HighMark Balanced Fund,
HighMark Income Equity Fund, HighMark Growth Fund, HighMark Bond Fund, HighMark
100% U.S. Treasury Money Market Fund, HighMark California Tax-Free Money Market
Fund, HighMark Diversified Money Market Fund and HighMark U.S. Government Money
Market Fund (the "Funds"), will be held at 3:00 p.m., Eastern time, at the
offices of the HighMark Funds, at 1 Freedom Valley Drive, Oaks, Pennsylvania
19456 on October 29, 1999 for the following purposes:
<TABLE>
<CAPTION>
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Votes Funds Voting
<S> <C>
1. To consider the amendment of the Income Income Equity Fund
Equity Fund's investment objective.
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2. To consider the amendment of the Bond Bond Fund
Fund's investment objective.
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3. To consider the amendment of the Fund's Balanced Fund
fundamental investment restriction(s) Income Equity Fund
regarding investment in shares of other Growth Fund
investment companies. Bond Fund
100% U.S. Treasury Money Market Fund
California Tax-Free Money Market Fund
Diversified Money Market Fund
U.S. Government Money Market Fund
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4. To consider eliminating the Fund's 100% U.S. Treasury Money Market Fund
fundamental investment restriction regarding California Tax-Free Money Market Fund
investment in securities issued by "unseasoned Diversified Money Market Fund
issuers." U.S. Government Money Market Fund
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</TABLE>
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<TABLE>
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<S> <C>
5. To transact such other business as may All Funds
properly come before the meeting or any
adjournment thereof.
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</TABLE>
The Board of Trustees has fixed August 20, 1999 as the record date for
determination of shareholders entitled to vote at this Special Meeting.
By Order of the Trustees,
Kevin P. Robins
Secretary
HighMark Funds
SEPTEMBER 8, 1999
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
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To Shareholders of the:
HighMark Balanced Fund,
HighMark Income Equity Fund,
HighMark Growth Fund,
HighMark Bond Fund,
HighMark 100% U.S. Treasury Money Market Fund,
HighMark California Tax-Free Money Market Fund,
HighMark Diversified Money Market Fund, and
HighMark U.S. Government Money Market Fund
The purpose of this proxy package is to announce that a Shareholder Meeting
(the "Meeting") for the HighMark Balanced Fund, HighMark Income Equity Fund,
HighMark Growth Fund, HighMark Bond Fund, HighMark 100% U.S. Treasury Money
Market Fund, HighMark California Tax-Free Money Market Fund, HighMark
Diversified Money Market Fund and HighMark U.S. Government Money Market Fund
(the "Funds") has been scheduled for October 29, 1999. The purpose of this
Meeting is to submit to the Shareholders for a vote important matters regarding
the management of the Funds.
After considering the present investment objectives of the Income Equity Fund
and Bond Fund, the Trustees of the HighMark Funds have concluded that it would
be in the best interests of each Fund's Shareholders to amend each Fund's
investment objective. The Income Equity Fund would seek total return on
investment, with dividend income as an important component of that return. A
secondary goal would be a low level of price volatility. The Bond Fund would
seek total return through investments in long-term, fixed-income securities.
Additionally, after considering the current investment restrictions regarding
investment in shares of other investment companies investment in securities
issued by "unseasoned issuers," and the Trustees of HighMark Funds have
concluded that it would be in the best interests of the Shareholders of the
applicable Funds to amend these investment restrictions. First, the restriction
regarding investment in shares of other investment companies would be amended
to permit investment in other investment companies to the extent permitted by
the 1940 Act. Second, the restriction regarding investment in "unseasoned
issuers" -- those with operating histories of three years or less -- would be
eliminated.
The attached proxy statement is designed to give you information relating to
the proposal(s) 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
<PAGE> 6
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 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/ Mark E. Nagle
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President
HighMark Funds
PLEASE SIGN AND RETURN THE ENCLOSED PROXY BALLOT CARD
YOUR VOTE IS VERY IMPORTANT
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Q. WHY IS THE BOARD OF TRUSTEES PROPOSING TO AMEND THE INVESTMENT OBJECTIVES
OF THE INCOME EQUITY FUND AND THE BOND FUND?
A. After considering each Fund's present investment objective, the Board of
Trustees of HighMark Funds has determined that market conditions indicate
the desirability of focusing on seeking total return.
Q. WHAT WILL HAPPEN TO MY INVESTMENT IN THE INCOME EQUITY FUND AND THE BOND
FUND IF THIS PROPOSAL IS APPROVED?
A. In making future investments, the Funds will acquire assets according to
the principal objective of seeking total return. This will be a gradual
process that is not expected to significantly increase portfolio turnover.
Q. WHY IS THE BOARD OF TRUSTEES PROPOSING TO AMEND THE RESTRICTION REGARDING
INVESTMENT IN SHARES OF OTHER INVESTMENT COMPANIES?
A. After considering this restriction in light of current industry standards
and legal restrictions, the Board of Trustees of HighMark Funds has
determined that this restriction hampers optimal management of the Funds by
unnecessarily restricting investment options. The Board has determined
that the restriction should be relaxed to enable the Funds to invest in
other investment companies to the full extent permitted by the 1940 Act.
Q. WHY IS THE BOARD OF TRUSTEES PROPOSING TO AMEND THE RESTRICTION REGARDING
INVESTMENT IN SECURITIES ISSUED BY "UNSEASONED ISSUERS"?
A. After reviewing this restriction in light of current industry standards and
legal restrictions, the Board of Trustees of HighMark Funds has determined
that this restriction should be eliminated because it is no longer required
by law and unnecessarily restricts the Adviser's ability to manage the
affected Funds.
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 the Funds as of October 29, 1999. In the event
that not enough shareholders return the enclosed proxy ballot card to
achieve quorum, we will be forced to incur additional expenses associated
with additional solicitations. In order to avoid additional costs, please
return the completed proxy ballot as soon as possible.
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Q. HOW DOES THE BOARD SUGGEST THAT I VOTE?
A. After careful consideration, the Board of Trustees of HighMark Funds,
including all independent Trustees, recommends that you vote "FOR" all of
the items on the enclosed proxy ballot. The Board also wishes to urge 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 representative, or 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
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HIGHMARK FUNDS
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Trustees (the
"Trustees") of HighMark Funds with respect to the HighMark Balanced Fund,
HighMark Income Equity Fund, HighMark Growth Fund, HighMark Bond Fund, HighMark
100% U.S. Treasury Money Market Fund, HighMark California Tax-Free Money Market
Fund, HighMark Diversified Money Market Fund and HighMark U.S. Government Money
Market Fund (the "Funds"). The proxy is revocable at any time before it is
voted by sending written notice of the revocation to the Funds or by appearing
personally at the October 29, 1999 special meeting of shareholders of the Fund
(the "Special Meeting").
Only shareholders of record at the close of business on August 20, 1999
will be entitled to vote at the Special Meeting. As of August 20, 1999, there
were issued and outstanding 26,948,698.50 Shares of the Balanced Fund,
36,457,200.40 Shares of the Income Equity Fund, 42,647,863.87 Shares of the
Growth Fund, 32,154,427.83 Shares of the Bond Fund, 1,260,948,245.59 Shares of
the 100% U.S. Treasury Money Market Fund, 682,511,593.73 Shares of the
California Tax-Free Money Market Fund, 3,039,946,041.22 Shares of the
Diversified Money Market Fund, and 516,230,552.14 Shares of the U.S. Government
Money Market Fund, each Share being entitled to one vote, and each fractional
Share being entitled to a proportionate fractional vote. Shareholders will vote
on the proposal to amend their Fund's objective and investment restrictions, as
appropriate, and on any other business as may properly come before the Special
Meeting.
For purposes of determining the presence of a quorum and counting votes
on the matters presented, Shares represented by abstentions and "broker
non-votes" will be counted as present, but not as votes cast, at the Special
Meeting. Under the Investment Company Act of 1940 (the "1940 Act"), the
affirmative vote necessary to approve the matter under consideration may be
determined with reference to a percentage of votes present at the Special
Meeting, which would have the effect of treating abstentions and non-votes as
if they were votes against the proposal.
HighMark Funds' Declaration of Trust and By-laws do not provide for
annual shareholder meetings, and no such meetings are planned for 2000.
Proposals that shareholders would like to have included in a proxy statement
for any future meeting must be received by HighMark Funds within a reasonable
period of time prior to printing and mailing proxy materials for such meeting.
The Funds' executive offices are located at 1 Freedom Valley Drive,
Oaks, Pennsylvania 19456. This proxy statement and the enclosed notice of
meeting and proxy card are first being mailed on or about September 8, 1999.
<PAGE> 10
A copy of the Funds' Annual Report dated July 31, 1999, and Semi-Annual
Report dated January 31, 1999, is available upon request and may be obtained by
calling 1-800-433-6884. These documents are also available on HighMark Funds'
web site at www.highmark-funds.com.
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PROPOSAL 1
APPROVAL OR DISAPPROVAL OF THE
AMENDMENT OF THE INCOME EQUITY FUND'S INVESTMENT OBJECTIVES
After considering the present investment objective of the Income Equity
Fund, the Trustees of HighMark Funds have concluded that it would be in the
best interests of the Fund's Shareholders to amend the Fund's objective.
The Income Equity Fund's investment objective would be amended as
follows:
<TABLE>
<CAPTION>
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CURRENT OBJECTIVE PROPOSED OBJECTIVE
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<S> <C>
"to seek investments in equity "to seek total return on investment,
securities that provide current income with dividend income as an important
through the regular payment of component of that return. A secondary
dividends, with the goal that the Income goal is a low level of price
Equity Fund will have a high current volatility."
yield and a low level of price
volatility. Opportunity for long-term
growth of net asset value is a secondary
consideration."
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</TABLE>
ANALYSIS OF PROPOSED CHANGE
Total return is generated from a combination of capital appreciation
(i.e., increases in the value of the stocks the Fund holds) and dividend income
from those stocks. Currently, the Fund's investment objective directs the
portfolio manager to concentrate on seeking dividend income and maintaining a
low level of price volatility. Capital appreciation or growth is only a
secondary consideration. However, both in current market conditions and, more
importantly, over longer time periods, the portfolio manager of the Fund
believes that managing for both components of total return in selecting
securities for the Fund holds the most promise of maximizing performance for
shareholders. Of course, in the past, and almost certainly in the future,
there will be periods where a strategy of seeking primarily income will produce
greater yields and lower volatility than seeking total return. Moreover,
growth stocks are often more volatile than other stocks and, therefore, may
pose greater risk, particularly for short term investors. Furthermore, there
can be no assurance that the Fund will succeed in meeting its investment
objective. Nonetheless, the management of the Fund believes that the proposed
new objective, with its focus on both components of total return, while still
emphasizing dividend income, holds more potential for maximizing the Fund's
performance over long periods than the current investment objective.
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<PAGE> 12
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
After due deliberation, on June 16, 1999, the Trustees unanimously
approved the amendment of the Fund's investment objective and resolved that the
proper time had come to present the issue to the shareholders. Shareholder
approval of the proposed amendment to the investment objective requires the
affirmative vote of: (a) 67% or more of the Shares of the Fund present at the
Special Meeting, if the holders of more than 50% of the outstanding Shares are
present or represented by proxy; or (b) more than 50% of the outstanding Shares
of such Fund, whichever is less.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE AMENDMENT OF THE
FUND'S INVESTMENT OBJECTIVE.
PROPOSAL 2
APPROVAL OR DISAPPROVAL OF THE
AMENDMENT OF THE BOND FUND'S INVESTMENT OBJECTIVE
After considering the present investment objective of the Bond Fund,
the Trustees of HighMark Funds have concluded that it would be in the best
interests of the Fund's Shareholders to amend the Fund's objective.
The Bond Fund's investment objective would be amended as follows:
<TABLE>
<CAPTION>
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CURRENT OBJECTIVE PROPOSED OBJECTIVE
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<S> <C>
"to seek current income through "to seek total return through
investments in long-term, fixed-income investments in fixed-income securities."
securities."
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</TABLE>
ANALYSIS OF PROPOSED CHANGE
Total return is generated from a combination of capital appreciation
(i.e., increases in the value of the bonds the Fund holds) and interest income
from those bonds. Currently, the Fund's investment objective directs the
portfolio manager to seek current income through investments in long-term,
fixed income securities. However, both in current market conditions and, more
importantly, over longer time periods, the portfolio manager of the Fund
believes that the ability to react to ever changing market conditions that will
be afforded by an investment objective that allows the portfolio manager to
manage for either or both components of total return and the flexibility to
invest in bonds within a wide range of maturities holds the most promise of
maximizing performance for shareholders. Of course, in the past, and almost
certainly in the future, there will be periods where a strategy of seeking
solely income will produce greater yields and lower volatility than seeking
total return. Additionally, there may be periods where
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<PAGE> 13
concentrating on long-term, fixed income securities may produce greater total
returns. Furthermore, there can be no assurance that the Fund will succeed in
meeting its investment objective. Nonetheless, the management of the Fund
believes that by considering total return in managing the Bond Fund, and not
focusing solely on current income, the Fund will provide greater value to its
shareholders over time. Likewise, the Fund's management believes that by
considering bonds within a wide range of maturities rather than only long-term
bonds, the Fund will have the flexibility to meet varying market conditions.
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
After due deliberation, on June 16, 1999, the Trustees unanimously
approved the amendment of the Fund's investment objective and resolved that the
proper time had come to present the issue to the shareholders. Shareholder
approval of the proposed amendment to the investment objective requires the
affirmative vote of: (a) 67% or more of the Shares of the Fund present at the
Special Meeting, if the holders of more than 50% of the outstanding Shares are
present or represented by proxy; or (b) more than 50% of the outstanding Shares
of such Fund, whichever is less.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE AMENDMENT OF THE
FUND'S INVESTMENT OBJECTIVE.
PROPOSALS 3 and 4
ELIMINATING OR AMENDING EACH
FUND'S FUNDAMENTAL POLICIES AND
INVESTMENT RESTRICTIONS
The 1940 Act requires each Fund to have certain investment restrictions which
can be changed only by a shareholder vote. A mutual fund may also
self-designate other restrictions which may be changed only by a shareholder
vote. These restrictions are referred to as "fundamental" investment
restrictions. With the passage of time, the Adviser has noted and reported to
the Board of Trustees that certain restrictions designated as fundamental
reflect certain regulatory, or business or industry conditions which are no
longer up to date.
Accordingly, the Board of Trustees authorized revision of certain of the Funds'
current investment restrictions to: (1) eliminate certain fundamental
restrictions which are no longer required to be fundamental under state
securities laws; and (2) allow the Adviser more flexibility in selecting
appropriate investments for each Fund in a changing regulatory and investment
environment.
By eliminating, amending or simplifying the fundamental investment restrictions
identified below, each Fund may be able to avoid the costs and delays
associated with a future shareholder meeting. The Board of Trustees also
believes that these changes will enhance the Adviser's
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<PAGE> 14
ability to manage the Funds' portfolios in a changing regulatory or investment
environment. Accordingly, your Fund's investment management opportunities may
be increased.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE AMENDMENTS TO
THE FUNDS' INVESTMENT RESTRICTIONS DESCRIBED BELOW.
PROPOSAL 3
PROPOSED AMENDMENT TO INVESTMENT RESTRICTION
REGARDING INVESTMENT
IN SHARES OF OTHER INVESTMENT COMPANIES
Current Investment Restrictions:
THE DIVERSIFIED MONEY MARKET FUND, THE U.S. GOVERNMENT MONEY MARKET FUND AND
THE 100% U.S. TREASURY MONEY MARKET FUND MAY NOT:
Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation, reorganization,
or acquisition of assets.
THE GROWTH FUND, THE INCOME EQUITY FUND, THE BALANCED FUND, AND THE BOND FUND
MAY NOT:
Invest in securities of other investment companies except as they
may be acquired as part of a merger, consolidation, reorganization,
or acquisition of assets, provided, however, that each of the Funds
may purchase securities of a money market fund, if, immediately
after such purchase, the acquiring Fund does not own in the
aggregate (i) more than 3% of the acquired company's outstanding
voting securities, (ii) securities issued by the acquired company
having an aggregate value in excess of 5% of the value of the total
assets of the acquiring Fund, or (iii) securities issued by the
acquired company and all other investment companies (other than
treasury stock of the acquiring Fund) having an aggregate value in
excess of 10% of the value of the acquiring Fund's total assets.
THE CALIFORNIA TAX-FREE MONEY MARKET FUND MAY NOT:
Acquire any other investment company or investment company security
except in connection with a merger, consolidation, reorganization or
acquisition of assets.
Invest in securities of other investment companies except as they
may be acquired as part of a merger, consolidation, reorganization,
or acquisition of assets, provided, however, that the Fund may
purchase securities of a tax-exempt money market fund if,
immediately after such purchase, the acquiring Fund does not own in
the aggregate (i)
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<PAGE> 15
more than 3% of the acquired company's outstanding voting
securities, (ii) securities issued by the acquired company having an
aggregate value in excess of 5% of the value of the total assets of
the acquiring Fund, or (iii) securities issued by the acquired
company and all other investment companies (other than treasury
stock of the acquiring Fund) having an aggregate value in excess of
10% of the value of the acquiring Fund's total assets.
Proposed Investment Restriction:
The Fund may not purchase securities of other investment companies,
except as permitted by the 1940 Act.
ANALYSIS OF PROPOSED CHANGE
The current investment restriction prohibits each Fund from purchasing
securities of another investment company except in certain circumstances. Under
the Proposal, the current restriction will be eliminated and replaced by a more
flexible restriction permitting the Fund to invest in securities of other
investment companies to the extent permitted under the 1940 Act.
Investment in shares of other investment companies is carefully regulated by
the 1940 Act. Specifically, depending on the type and affiliation of the
investment companies, the 1940 Act places certain percentage limitations on the
amount of the acquiring Fund's net assets that may be invested in shares of
other investment companies. The 1940 Act prohibits each Fund in the aggregate
(with each other and with all other mutual funds in HighMark Funds) from: (i)
owning more than 3% of the total outstanding voting stock of a single other
investment company; (ii) investing more than 5% of its total assets in the
securities of a single other investment company; and (iii) investing more than
10% of its total assets in securities of all other investment companies.
In the case of the HighMark Money Market Funds, the SEC rules applicable to
money market funds also govern and place certain quality restrictions on these
investments. For instance, such rules limit money market fund investments to
high quality instruments with minimal credit risk and most non-money market
funds are not likely to qualify as such. Securities of other money market
funds are considered eligible investments for a money market fund to purchase.
To the extent a Fund invests in shares of other investment companies,
shareholders will directly bear the expenses of the Fund, and will indirectly
bear the expenses of the investment company in which it invested. Such
expenses would be taken into account by the prior to deciding that any such
investment is suitable for a Fund and its shareholders.
If approved, the universe of securities each Fund may purchase would expand
giving the Fund's portfolio managers the flexibility to invest in investment
companies, consistent with their investment objectives and the requirements of
the 1940 Act. For instance, a Fund could invest
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<PAGE> 16
in instruments such as S&P Depositary Receipts and NASDAQ 100 Receipts or use
money market mutual funds as a cash management tool.
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
After due deliberation, on June 16, 1999, the Trustees unanimously approved the
amendment of the Fund's investment objective and resolved that the proper time
had come to present the issue to the shareholders. The Board of Trustees has
considered the relevant factors and believes that Proposal 4 will increase
investment management flexibility and is in the best interests of each Fund and
its shareholders. With respect to each Fund, approval of Proposal 4 requires
the affirmative vote of: (a) 67% or more of the Shares of the Fund present at
the Special Meeting, if the holders of more than 50% of the outstanding Shares
are present or represented by proxy; or (b) more than 50% of the outstanding
Shares of such Fund, whichever is less. If Proposal 4 is disapproved with
respect to a Fund, the current investment restriction will remain fundamental.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE AMENDMENT OF THE
FUND'S INVESTMENT RESTRICTION(S).
PROPOSAL 4
PROPOSED ELIMINATION OF INVESTMENT RESTRICTION
REGARDING INVESTMENT IN SECURITIES ISSUED BY
"UNSEASONED ISSUERS"
Current Investment Restrictions:
THE DIVERSIFIED MONEY MARKET FUND, THE U.S. GOVERNMENT MONEY MARKET FUND AND
THE 100% U.S. TREASURY MONEY MARKET FUND MAY NOT:
Invest more than 10% of total assets in the securities of issuers
that together with any predecessors have a record of less than three
years' continuous operation.
THE CALIFORNIA TAX-FREE MONEY MARKET FUND MAY NOT:
Invest in private activity bonds where the payment of principal and
interest are the responsibility of a company (including its
predecessors) with less than three years of continuous operation.
ANALYSIS OF PROPOSED CHANGE
The current investment restriction limits the Diversified Money Market Fund's,
U.S. Government Money Market Fund's and the 100% U.S. Treasury Money Market
Fund's ability to purchase securities issued by "unseasoned issuers" (issuers
with less than three years of
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<PAGE> 17
operations) to 10% of total assets. In the case of the California Tax-Free
Money Market Fund, the current investment restriction prohibits the Fund from
purchasing private activity bonds issued by "unseasoned issuers." Under the
Proposal the current restriction will be eliminated.
The current restriction is based on a position once advanced by the
administrators of state securities laws, which has been modified in many
states, and has been preempted by Federal law under recent Federal legislation.
The current restriction is not required to be fundamental by the 1940 Act. By
eliminating this current restriction, a Fund would be able to purchase a
greater amount of securities (private activity bonds in the case of the
California Tax-Free Money Market Fund) issued by "unseasoned issuers" and, to
the extent a Fund so invests, shareholders would have a greater exposure to the
risks associated with such investments. However, in the case of the
Diversified Money Market Fund, U.S. Government Money Market Fund and 100% U.S.
Treasury Money Market Fund, shareholders are already potentially exposed to
such risks because a Fund may purchase such investments up to 10% of its assets
and any such investments, like all investments made by a Fund, must comply with
the credit, quality and maturity restrictions of SEC rules applicable to money
market funds. The Board of Trustees believes that each Fund will benefit from
the potential opportunities offered by eliminating the current restriction.
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
After due deliberation, on July 28, 1999, the Trustees unanimously approved the
amendment of the Fund's investment objective and resolved that the proper time
had come to present the issue to the shareholders. The Board of Trustees has
considered the relevant factors and believes that Proposal 5 will increase
investment management flexibility and is in the best interests of each Fund and
its shareholders. With respect to each Fund, approval of Proposal 5 requires
the affirmative vote of: (a) 67% or more of the Shares of the Fund present at
the Special Meeting, if the holders of more than 50% of the outstanding Shares
are present or represented by proxy; or (b) more than 50% of the outstanding
Shares of such Fund, whichever is less. If Proposal 5 is disapproved with
respect to a Fund, the current investment restriction will remain fundamental.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE ELIMINATION OF
THE FUND'S INVESTMENT RESTRICTION.
OTHER MATTERS AND DISCRETION
OF PERSONS NAMED IN THE PROXY
While the Special Meeting is called to act upon any other business
that may properly come before it, at the date of this proxy statement the only
business which the management intends to present or knows that others will
present is the business stated in the Notice of Meeting. If any other matters
lawfully come before the Special Meeting, and in all procedural matters at the
Special Meeting, it is the intention that the enclosed proxy shall be voted in
-9-
<PAGE> 18
accordance with the best judgment of the persons named as proxies therein, or
their substitutes, present and acting at the Special Meeting.
If at the time any session of the Special Meeting is called to
order, a quorum is not present, in person or by proxy, the persons named as
proxies may vote those proxies that have been received to adjourn the Special
Meeting to a later date. In the event that a quorum is present but sufficient
votes in favor of one or more of the proposals have not been received, the
persons named as proxies may propose one or more adjournments of the Special
Meeting to permit further solicitation of proxies with respect to any such
proposal. All such adjournments will require the affirmative vote of a
majority of the Shares present in person or by proxy at the session of the
Special Meeting to be adjourned. The persons named as proxies will vote those
proxies that they are entitled to vote in favor of the proposal, in favor of
such an adjournment, and will vote those proxies required to be voted against
the proposal, against any such adjournment.
In the event that a shareholder signs and returns the proxy card,
but does not indicate a choice on the proxy card, the proxy attorneys will vote
those shares in favor of the proposal to amend the investment objective.
Proxy solicitations will be made primarily by mail, but may also be
made by telephone, telegraph, fax or personal interview conducted by certain
officers or employees of HighMark Funds or HighMark Funds' service providers
or, if necessary, a commercial firm retained for this purpose. The cost of
preparing and mailing the notice of meeting, the proxy card, this proxy
statement and any additional proxy material will be borne by the Fund.
Brokerage firms and others will be reimbursed for their expenses in forwarding
solicitation materials to the beneficial owners of Shares of the Funds.
The Funds' Investment Advisor is HighMark Capital Management, Inc.,
a subsidiary of UnionBanCal Corporation, a publicly traded corporation which
is principally owned by The Bank of Tokyo-Mitsubishi, Ltd.
The Funds' principal distributor and administrator are SEI
Investments Distribution Co. and SEI Investments Mutual Funds Services,
respectively, 1 Freedom Valley Drive, Oaks, Pennsylvania 19456. SEI
Investments Distribution Co. and SEI Investments Mutual Funds Services are
direct and indirect subsidiaries of SEI Investments, which provides investment
solutions to banks, institutional investors, investment advisers, and insurance
companies.
Union Bank of California, N.A. ("Union Bank of California"), an
affiliate of HighMark Capital Management, has a dealer agreement with SEI
Investments Distribution Co. pursuant to which Union Bank of California is
authorized to place orders with the Funds' Transfer Agent for the purchase of
Shares and tender Shares to the Transfer Agent for redemption.
-10-
<PAGE> 19
As of August 20, 1999, HighMark Funds believes that HighMark Capital
Management has investment authority with respect to 39.10% of the Growth Fund,
48.05% of the Balanced Fund, 54.45% of the Income Equity Fund and 51.80% of the
Bond Fund. As a consequence, HighMark Capital Management may be deemed to be a
controlling person of these Funds under the 1940 Act.
The following list indicates the beneficial ownership of the
shareholders who, to the best knowledge of HighMark Funds, were the owners of
5% or more of the outstanding Shares of the Funds as of August 20, 1999:
BALANCED FUND - FIDUCIARY SHARES
<TABLE>
<CAPTION>
Name and Address Percentage of Beneficial Ownership
---------------- ----------------------------------
<S> <C>
Nissan 401k Plan 5.45%
Attn: Virginia King
P.O. Box 191
Gardena, CA 90248-0191
Nummi Hourly Retirement Plan 10.18%
Attn: Paige Kanisberg
45500 Fremont Blvd.
Fremont, CA 94538
NEC Savings Plan 9.60%
8 Old Sod Farm Road
Melville, NY 11747
Union Bank of California Retirement Plan 10.48%
350 California Street
San Francisco, CA 94104
Union Bank of California Retirement Plan 11.54%
Controllers Division
P.O. Box 45000
San Francisco, CA 94145
</TABLE>
-11-
<PAGE> 20
GROWTH FUND - FIDUCIARY SHARES
<TABLE>
<CAPTION>
Name and Address Percentage of Beneficial Ownership
---------------- ----------------------------------
<S> <C>
Union Bank of California Retirement Plan 12.93%
350 California Street
San Francisco, CA 94104
Union Bank of California 401(k) Plan 16.05%
350 California Street
San Francisco, CA 94104
</TABLE>
INCOME EQUITY FUND - FIDUCIARY SHARES
<TABLE>
<CAPTION>
Name and Address Percentage of Beneficial Ownership
---------------- ----------------------------------
<S> <C>
Union Bank of California 401(k) Plan 14.30%
350 California Street
San Francisco, CA 94104
</TABLE>
BOND FUND - FIDUCIARY SHARES
<TABLE>
<CAPTION>
Name and Address Percentage of Beneficial Ownership
---------------- ----------------------------------
<S> <C>
BTM U.S. Agency Retirement Plan 7.99%
1251 Avenue of the Americas
New York, NY 10020
Union Bank of California Retirement Plan 5.68%
350 California Street
San Francisco, CA 94104
</TABLE>
100% U.S. TREASURY MONEY MARKET FUND - FIDUCIARY SHARES
<TABLE>
<CAPTION>
Name and Address Percentage of Beneficial Ownership
---------------- ----------------------------------
<S> <C>
Sprint Settlement 16.39%
Saperstein, Goldstein
c/o Ms. Kristin Turner Link
1300 Clay Street, 11th Floor
Oakland, CA 94612
Muni of Anchorage 11.92%
City of Anchorage
Attn: Ellen Braden, Treasurer
632 W. Sixth Avenue
Anchorage, AK 99501
</TABLE>
-12-
<PAGE> 21
CALIFORNIA TAX-FREE MONEY MARKET FUND - FIDUCIARY SHARES
<TABLE>
<CAPTION>
Name and Address Percentage of Beneficial Ownership
---------------- ----------------------------------
<S> <C>
Van Daele Development Corp. 6.70%
Attn: Jeff Hack
2900 Adams Street
Riverside, CA 92504
Mary Ellen Weaver 15.27%
Matthew Moschatti
3612 Courtside Circle
Huntington Beach, CA 92649
</TABLE>
DIVERSIFIED MONEY MARKET FUND - FIDUCIARY SHARES
<TABLE>
<CAPTION>
Name and Address Percentage of Ownership of Record
---------------- ----------------------------------
<S> <C>
Union Bank of California 401(k) Plan 5.68%
350 California Street
San Francisco, CA 94104
</TABLE>
U.S. GOVERNMENT MONEY MARKET FUND - FIDUCIARY SHARES
<TABLE>
<S> <C>
IC/RCM Capital Management 13.81%
Dresdner RCM Global Investors
Attn: Louise McCormick
4 Embarcadero Center, Suite 28
San Francisco, CA 94111
ELIC 98 Part CU 8.16%
</TABLE>
The following list indicates the ownership of record of the
shareholders who, to the best knowledge of HighMark Funds, were the owners of
5% or more of the outstanding Shares of the Funds as of August 20, 1999:
BALANCED FUND - CLASS A SHARES
<TABLE>
<CAPTION>
Name and Address Percentage of Ownership of Record
---------------- ----------------------------------
<S> <C>
Ty & Wei Chen Yeh TTEE 7.86%
Yeh Family Trust
U/A 9/11/91
2048 Studebaker Rd.
Long Beach, CA 90815-3539
</TABLE>
BALANCED FUND - FIDUCIARY SHARES
<TABLE>
<CAPTION>
Name and Address Percentage of Ownership of Record
---------------- ----------------------------------
<S> <C>
American Express Trust Company 9.34%
As Agent for NEC Savings and Retirement Plan
Attn: Nancy Jendro Trust Operations
P.O. Box 534
Minneapolis, MN 55440-0534
</TABLE>
-13-
<PAGE> 22
<TABLE>
<S> <C>
PFTC. Trustee Nissan Empl. Sav. Pln. 5.31%
Putnam Investments DCPA
Nissan Motor Corporation
Location 31
P.O. Box 9740
Providence, RI 02940-9740
Lane & Company 79.43%
c/o Union Bank of California
Attn: Kathleen Heilman
P.O. Box 120109
San Diego, CA 92112-0109
</TABLE>
GROWTH FUND - CLASS A SHARES
<TABLE>
<CAPTION>
Name and Address Percentage of Ownership of Record
----------------- ---------------------------------
<S> <C>
Pembroke Fund Limited 12.60%
Craigmuir Chambers Box 71
Road Town Tortola
British Virgin Islands
</TABLE>
GROWTH FUND - FIDUCIARY SHARES
<TABLE>
<CAPTION>
Name and Address Percentage of Ownership of Record
---------------- ----------------------------------
<S> <C>
Lane & Company 81.91%
c/o Union Bank of California
Attn: Kathleen Heilman
P.O. Box 120109
San Diego, CA 92112-0109
BOTT Pension
c/o Union Bank of Tokyo Trust Company 10.28%
Attn: Dennis Demetropoulos
1251 Avenue of the Americas FL 10
New York, NY 10020-1104
</TABLE>
INCOME EQUITY FUND - CLASS A SHARES
<TABLE>
<CAPTION>
Name and Address Percentage of Ownership of Record
---------------- ----------------------------------
<S> <C>
The Jackson Family Foundation 5.89%
Attn: Claire Grabowski
421 Aviation Blvd.
Santa Rosa, CA 95403-1069
</TABLE>
INCOME EQUITY FUND - FIDUCIARY SHARES
<TABLE>
<CAPTION>
Name and Address Percentage of Ownership of Record
---------------- ---------------------------------
<S> <C>
Lane & Company 86.02%
c/o Union Bank
Attn: Kathleen Heilman
PO Box 120109
San Diego, CA 92112-0109
</TABLE>
-14-
<PAGE> 23
BOND FUND - CLASS A SHARES
<TABLE>
<CAPTION>
Name and Address Percentage of Ownership of Record
---------------- ----------------------------------
<S> <C>
Northwestern Trst. & Advisory Co. TTBE 7.00%
1201 3rd Ave., Suite 2010
Seattle, WA 98101-3026
Alice A. Swenning Trust 6.53%
The Swenning Fam. TTBE
U/A 9/23/91
1447 21st Ave.
Kingsburg, CA 93631-2027
</TABLE>
BOND FUND - FIDUCIARY SHARES
<TABLE>
<CAPTION>
Name and Address Percentage of Ownership of Record
---------------- ---------------------------------
<S> <C>
Lane & Company 61.77%
c/o Union Bank of California
Attn: Kathleen Heilman
P.O. Box 120109
San Diego, CA 92112-0109
BOTT Pension 31.90%
c/o Bank of Tokyo Trust Company
Attn: Dennis Demetropoulos
1251 Avenue of the Americas FL 10
New York, NY 10020-1104
</TABLE>
100% U.S. TREASURY MONEY MARKET FUND - CLASS A SHARES
<TABLE>
<CAPTION>
Name and Address Percentage of Ownership of Record
---------------- ---------------------------------
<S> <C>
National Financial Services Corp 99.74%
For the Benefit of our Customers
Church Street Station
PO Box 3908
New York, NY 10008-3908
</TABLE>
-15-
<PAGE> 24
100% U.S. TREASURY MONEY MARKET FUND - FIDUCIARY SHARES
<TABLE>
<CAPTION>
Name and Address Percentage of Ownership of Record
---------------- ---------------------------------
<S> <C>
Union Bank 94.94%
Lane & Co Cash
Attn: Fund Accounting
PO Box 85602
San Diego, CA 92186-5602
</TABLE>
CALIFORNIA TAX-FREE MONEY MARKET FUND - CLASS A SHARES
<TABLE>
<CAPTION>
Name and Address Percentage of Ownership of Record
---------------- ---------------------------------
<S> <C>
National Financial Services Corp 99.95%
For the Benefit of our Customers
Church Street Station
PO Box 3908
New York, NY 10008-3908
</TABLE>
CALIFORNIA TAX-FREE MONEY MARKET FUND - FIDUCIARY SHARES
<TABLE>
<CAPTION>
Name and Address Percentage of Ownership of Record
---------------- ---------------------------------
<S> <C>
Union Bank 99.88%
Lane & Co Cash
Attn: Fund Accounting
PO Box 85602
San Diego, CA 92186-5602
</TABLE>
DIVERSIFIED MONEY MARKET FUND - CLASS A SHARES
<TABLE>
<CAPTION>
Name and Address Percentage of Ownership of Record
---------------- ---------------------------------
<S> <C>
National Financial Services Corp 99.85%
For the Benefit of our Customers
Church Street Station
PO Box 3908
New York, NY 10008-3908
</TABLE>
-16-
<PAGE> 25
DIVERSIFIED MONEY MARKET FUND - FIDUCIARY SHARES
<TABLE>
<CAPTION>
Name and Address Percentage of Ownership of Record
---------------- ---------------------------------
<S> <C>
Union Bank 80.54%
Lane & Co Cash
Attn: Fund Accounting
PO Box 85602
San Diego, CA 92186-5602
Lane & Company 17.83%
c/o Union Bank
Attn: Kathleen Heilman
PO Box 120109
San Diego, CA 92112-0109
</TABLE>
U.S. GOVERNMENT MONEY MARKET FUND - CLASS A SHARES
<TABLE>
<CAPTION>
Name and Address Percentage of Ownership of Record
---------------- ---------------------------------
<S> <C>
National Financial Services Corp 98.78%
For the Benefit of our Customers
Church Street Station
PO Box 3908
New York, NY 10008-3908
</TABLE>
U.S. GOVERNMENT MONEY MARKET FUND - CLASS B SHARES
<TABLE>
<CAPTION>
Name and Address Percentage of Ownership of Record
---------------- ---------------------------------
<S> <C>
Lakeside Business Center 34.15%
Sole Proprietorship
Ronald E. Soderling
1400 N Bristol Street Suite #150
Newport Beach, CA 97660-2957
Laguna Ridge Business Center 22.77%
Sole Proprietorship
Ronald E. Soderling
1400 N. Bristol St. Suite 150
Newport Beach, CA 92650-2957
</TABLE>
-17-
<PAGE> 26
<TABLE>
<S> <C>
Park Laguna Hills 22.77%
Sole Propietorship
Ronald B. Soderling
1400 N. Bristol St. Suite 150
Newport Beach, CA 92660-2957
</TABLE>
U.S. GOVERNMENT MONEY MARKET FUND - FIDUCIARY SHARES
<TABLE>
<CAPTION>
Name and Address Percentage of Ownership of Record
---------------- ---------------------------------
<S> <C>
Union Bank 96.50%
Lane & Co Cash
Attn: Fund Accounting
PO Box 85602
San Diego, CA 92186-5602
</TABLE>
As of August 20, 1999, the Officers and Trustees of the Funds owned
less than 1% of the Fund's outstanding Shares.
If you do not expect to attend the Special Meeting, please sign your
proxy card promptly and return it in the enclosed envelope to avoid unnecessary
expense and delay. No postage is necessary.
September 8, 1999
-18-
<PAGE> 27
HIGHMARK FUNDS
HIGHMARK BALANCED FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS, OCTOBER 29, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF HIGHMARK FUNDS.
The undersigned hereby appoints Kevin P. Robins and Lynda J. Striegel, and each
of them with full power of substitution as proxy of the undersigned, and hereby
authorizes them to represent and to vote, as designated below, at the Special
Meeting of Shareholders of the HighMark Balanced Fund on Friday, October 29,
1999 at 3:00 p.m., Eastern time, and at any adjournments thereof, all of the
shares of the Fund which the undersigned would be entitled to vote if personally
present.
3. To amend the Fund's fundamental investment restriction regarding
investment in shares of other investment companies:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. To transact any other business as may properly come before the meeting or
any adjournment thereof:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS (3) AND TO AUTHORIZE THE PROXIES, IN THEIR DISCRETION, TO
VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE
TRUSTEES RECOMMEND A VOTE FOR ITEMS (3) AND (5).
-19-
<PAGE> 28
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
should sign. When signing as executor, administrator, attorney, trustee or
guardian, or as custodian for a minor, please give the full title as such. If
a corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.
Please be sure to sign and date this Proxy.
----------------------------------------
Signature of Shareholder(s)
----------------------------------------
Signature of Shareholder(s)
Dated: , 1999
--------------
PLEASE EXECUTE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
-20-
<PAGE> 29
HIGHMARK FUNDS
HIGHMARK INCOME EQUITY FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS, OCTOBER 29, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF HIGHMARK FUNDS.
The undersigned hereby appoints Kevin P. Robins and Lynda J. Striegel, and each
of them with full power of substitution as proxy of the undersigned, and hereby
authorizes them to represent and to vote, as designated below, at the Special
Meeting of Shareholders of the HighMark Income Equity Fund on Friday, October
29, 1999 at 3:00 p.m., Eastern time, and at any adjournments thereof, all of the
shares of the Fund which the undersigned would be entitled to vote if personally
present.
1. Approval of the amendment to the Income Equity Fund's investment
objective:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. To amend the Fund's fundamental investment restriction regarding
investment in shares of other investment companies:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. To transact any other business as may properly come before the meeting or
any adjournment thereof:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS (1) AND (3) AND TO AUTHORIZE THE PROXIES, IN THEIR
DISCRETION, TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING. THE TRUSTEES RECOMMEND A VOTE FOR ITEMS (1), (3) AND (5).
-21-
<PAGE> 30
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
should sign. When signing as executor, administrator, attorney, trustee or
guardian, or as custodian for a minor, please give the full title as such. If
a corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.
Please be sure to sign and date this Proxy.
----------------------------------------
Signature of Shareholder(s)
----------------------------------------
Signature of Shareholder(s)
Dated: , 1999
--------------
PLEASE EXECUTE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
-22-
<PAGE> 31
HIGHMARK FUNDS
HIGHMARK GROWTH FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS, OCTOBER 29, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF HIGHMARK FUNDS.
The undersigned hereby appoints Kevin P. Robins and Lynda J. Striegel, and each
of them with full power of substitution as proxy of the undersigned, and hereby
authorizes them to represent and to vote, as designated below, at the Special
Meeting of Shareholders of the HighMark Growth Fund on Friday, October 29, 1999
at 3:00p.m., Eastern time, and at any adjournments thereof, all of the shares of
the Fund which the undersigned would be entitled to vote if personally present.
3. To amend the Fund's fundamental investment restriction regarding
investment in shares of other investment companies:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. To transact any other business as may properly come before the meeting or
any adjournment thereof:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS (3) AND TO AUTHORIZE THE PROXIES, IN THEIR DISCRETION, TO
VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE
TRUSTEES RECOMMEND A VOTE FOR ITEMS (3) AND (5).
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
should sign. When signing as executor, administrator, attorney, trustee or
guardian, or as custodian for a minor, please give the full title as such. If
a corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.
-23-
<PAGE> 32
Please be sure to sign and date this Proxy.
----------------------------------------
Signature of Shareholder(s)
----------------------------------------
Signature of Shareholder(s)
Dated: , 1999
--------------
PLEASE EXECUTE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
-24-
<PAGE> 33
HIGHMARK FUNDS
HIGHMARK BOND FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS, OCTOBER 29, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF HIGHMARK FUNDS.
The undersigned hereby appoints Kevin P. Robins and Lynda J. Striegel, and each
of them with full power of substitution as proxy of the undersigned, and hereby
authorizes them to represent and to vote, as designated below, at the Special
Meeting of Shareholders of the HighMark Bond Fund on Friday, October 29, 1999 at
3:00 p.m., Eastern time, and at any adjournments thereof, all of the shares of
the Fund which the undersigned would be entitled to vote if personally present.
2. Approval of the amendment to the Bond Fund's investment objective:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. To amend the Fund's fundamental investment restriction regarding
investment in shares of other investment companies:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. To transact any other business as may properly come before the meeting or
any adjournment thereof:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS (2) AND (3) AND TO AUTHORIZE THE PROXIES, IN THEIR
DISCRETION, TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING. THE TRUSTEES RECOMMEND A VOTE FOR ITEMS (2), (3) AND (5).
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
should sign. When signing as executor, administrator, attorney, trustee or
guardian, or as custodian for a minor, please give the full title as such. If
a corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.
-25-
<PAGE> 34
Please be sure to sign and date this Proxy.
----------------------------------------
Signature of Shareholder(s)
----------------------------------------
Signature of Shareholder(s)
Dated: , 1999
--------------
PLEASE EXECUTE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
-26-
<PAGE> 35
HIGHMARK FUNDS
HIGHMARK 100% U.S. TREASURY MONEY MARKET FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS, OCTOBER 29, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF HIGHMARK FUNDS.
The undersigned hereby appoints Kevin P. Robins and Lynda J. Striegel, and each
of them with full power of substitution as proxy of the undersigned, and hereby
authorizes them to represent and to vote, as designated below, at the Special
Meeting of Shareholders of the HighMark 100% U.S. Treasury Money Market Fund on
Friday, October 29, 1999 at 3:00 p.m., Eastern time, and at any adjournments
thereof, all of the shares of the Fund which the undersigned would be entitled
to vote if personally present.
3. To amend the Fund's fundamental investment restriction regarding
investment in shares of other investment companies:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. To amend the Fund's fundamental investment restriction(s) regarding
investment in securities issued by "unseasoned issuers":
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. To transact any other business as may properly come before the meeting or
any adjournment thereof:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS (3) AND (4) AND TO AUTHORIZE THE PROXIES, IN THEIR
DISCRETION, TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING. THE TRUSTEES RECOMMEND A VOTE FOR ITEMS (3), (4) AND (5).
-27-
<PAGE> 36
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
should sign. When signing as executor, administrator, attorney, trustee or
guardian, or as custodian for a minor, please give the full title as such. If
a corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.
Please be sure to sign and date this Proxy.
----------------------------------------
Signature of Shareholder(s)
----------------------------------------
Signature of Shareholder(s)
Dated: , 1999
--------------
PLEASE EXECUTE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
-28-
<PAGE> 37
HIGHMARK FUNDS
HIGHMARK CALIFORNIA TAX-FREE MONEY MARKET FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS, OCTOBER 29, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF HIGHMARK FUNDS.
The undersigned hereby appoints Kevin P. Robins and Lynda J. Striegel, and each
of them with full power of substitution as proxy of the undersigned, and hereby
authorizes them to represent and to vote, as designated below, at the Special
Meeting of Shareholders of the HighMark California Tax-Free Money Market Fund on
Friday, October 29, 1999 at 3:00 p.m., Eastern time, and at any adjournments
thereof, all of the shares of the Fund which the undersigned would be entitled
to vote if personally present.
3. To amend the Fund's fundamental investment restriction regarding
investment in shares of other investment companies:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. To amend the Fund's fundamental investment restriction(s) regarding
investment in securities issued by "unseasoned issuers":
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. To transact any other business as may properly come before the meeting or
any adjournment thereof:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS (3) AND (4) AND TO AUTHORIZE THE PROXIES, IN THEIR
DISCRETION, TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING. THE TRUSTEES RECOMMEND A VOTE FOR ITEMS (3), (4) AND (5).
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
should sign. When signing as executor, administrator, attorney, trustee or
guardian, or as custodian for a
-29-
<PAGE> 38
minor, please give the full title as such. If a corporation, please sign in
full corporate name and indicate the signer's office. If a partner, please
sign in the partnership name.
Please be sure to sign and date this Proxy.
----------------------------------------
Signature of Shareholder(s)
----------------------------------------
Signature of Shareholder(s)
Dated: , 1999
--------------
PLEASE EXECUTE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
-30-
<PAGE> 39
HIGHMARK FUNDS
HIGHMARK DIVERSIFIED MONEY MARKET FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS, OCTOBER 29, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF HIGHMARK FUNDS.
The undersigned hereby appoints Kevin P. Robins and Lynda J. Striegel, and each
of them with full power of substitution as proxy of the undersigned, and hereby
authorizes them to represent and to vote, as designated below, at the Special
Meeting of Shareholders of the HighMark Diversified Money Market Fund on Friday,
October 29, 1999 at 3:00 p.m., Eastern time, and at any adjournments thereof,
all of the shares of the Fund which the undersigned would be entitled to vote if
personally present.
3. To amend the Fund's fundamental investment restriction regarding
investment in shares of other investment companies:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. To amend the Fund's fundamental investment restriction(s) regarding
investment in securities issued by "unseasoned issuers":
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. To transact any other business as may properly come before the meeting or
any adjournment thereof:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS (3) AND (4) AND TO AUTHORIZE THE PROXIES, IN THEIR
DISCRETION, TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING. THE TRUSTEES RECOMMEND A VOTE FOR ITEMS (3), (4) AND (5).
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
should sign. When signing as executor, administrator, attorney, trustee or
guardian, or as custodian for a
-31-
<PAGE> 40
minor, please give the full title as such. If a corporation, please sign in
full corporate name and indicate the signer's office. If a partner, please
sign in the partnership name.
Please be sure to sign and date this Proxy.
----------------------------------------
Signature of Shareholder(s)
----------------------------------------
Signature of Shareholder(s)
Dated: , 1999
--------------
PLEASE EXECUTE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
-32-
<PAGE> 41
HIGHMARK FUNDS
HIGHMARK U.S. GOVERNMENT MONEY MARKET FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS, OCTOBER 29, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF HIGHMARK FUNDS.
The undersigned hereby appoints Kevin P. Robins and Lynda J. Striegel, and each
of them with full power of substitution as proxy of the undersigned, and hereby
authorizes them to represent and to vote, as designated below, at the Special
Meeting of Shareholders of the HighMark U.S. Government Money Market Fund on
Friday, October 29, 1999 at 3:00 p.m., Eastern time, and at any adjournments
thereof, all of the shares of the Fund which the undersigned would be entitled
to vote if personally present.
3. To amend the Fund's fundamental investment restriction regarding
investment in shares of other investment companies:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. To amend the Fund's fundamental investment restriction(s) regarding
investment in securities issued by "unseasoned issuers":
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. To transact any other business as may properly come before the meeting or
any adjournment thereof:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS (3) AND (4) AND TO AUTHORIZE THE PROXIES, IN THEIR
DISCRETION, TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING. THE TRUSTEES RECOMMEND A VOTE FOR ITEMS (3), (4) AND (5).
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
should sign. When signing as executor, administrator, attorney, trustee or
guardian, or as custodian for a
-33-
<PAGE> 42
minor, please give the full title as such. If a corporation, please sign in
full corporate name and indicate the signer's office. If a partner, please
sign in the partnership name.
Please be sure to sign and date this Proxy.
----------------------------------------
Signature of Shareholder(s)
----------------------------------------
Signature of Shareholder(s)
Dated: , 1999
--------------
PLEASE EXECUTE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
-34-
