<PAGE> 1
HIGHMARK FUNDS
EQUITY FUNDS
FIXED INCOME FUNDS
Supplement dated November 10, 1999
to Retail Shares Prospectus dated November 30, 1998.
THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL INFORMATION BEYOND THAT WHICH IS
CONTAINED IN THE PROSPECTUS. PLEASE KEEP THIS SUPPLEMENT AND READ IT TOGETHER
WITH THE PROSPECTUS.
I. Under the heading "INVESTMENT OBJECTIVES" on page 19 of the Prospectus,
the Equity Income Fund's and Bond Fund's investment objectives have been deleted
and replaced with the following:
The INCOME EQUITY FUND seeks total return on investment, with dividend
income as an important component of that return. A secondary goal is a
low level of price volatility.
The BOND FUND seeks total return through investments in fixed-income
securities.
II. Under the heading "How to Purchase Through an Automatic Investment Plan
("AIP")" on page 33 of the prospectus the following has been inserted after the
first paragraph.
Any shareholders that have established an AIP on or before November 30,
1999 may be eligible for a reduced sales charge through automatic
deductions from their checking or savings accounts as described in the
table below:
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 4.50% 4.71% 4.05%
$50,000 -- $99,999 4.00% 4.17% 3.60%
$100,000 -- $249,999 3.50% 3.63% 3.15%
$250,000 -- $499,999 2.50% 2.56% 2.25%
$500,000 -- $999,999 1.50% 1.52% 1.35%
$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 - $24,999 3.00% 3.09% 2.70%
$25,000 -- $49,999 2.50% 2.56% 2.25%
$50,000 -- $99,999 2.00% 2.04% 1.80%
$100,000 -- $249,999 1.50% 1.52% 1.35%
$250,000 -- $999,999 1.00% 1.01% 0.90%
$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.
PLEASE KEEP THIS SUPPLEMENT FOR FUTURE REFERENCE.
<PAGE> 2
HIGHMARK FUNDS
EQUITY FUNDS
FIXED INCOME FUNDS
Supplement dated November 10, 1999
to Fiduciary Shares Prospectus dated November 30, 1998.
THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL INFORMATION BEYOND THAT WHICH IS
CONTAINED IN THE PROSPECTUS. PLEASE KEEP THIS SUPPLEMENT AND READ IT TOGETHER
WITH THE PROSPECTUS.
Under the heading "INVESTMENT OBJECTIVES" on page 18 of the Prospectus, the
Equity Income Fund's and Bond Fund's investment objectives have been deleted and
replaced with the following:
The INCOME EQUITY FUND seeks total return on investment, with dividend
income as an important component of that return. A secondary goal is a
low level of price volatility.
The BOND FUND seeks total return through investments in fixed-income
securities.
PLEASE KEEP THIS SUPPLEMENT FOR FUTURE REFERENCE.
<PAGE> 3
HIGHMARK FUNDS
Supplement dated November 10, 1999
to the Statement of Additional Information dated November 30, 1998.
THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL INFORMATION BEYOND THAT WHICH IS
CONTAINED IN THE STATEMENT OF ADDITIONAL INFORMATION. PLEASE KEEP THIS
SUPPLEMENT AND READ IT TOGETHER WITH THE STATEMENT OF ADDITIONAL INFORMATION.
I. Under the heading "INVESTMENT RESTRICTIONS" on page 33 of the Statement
of Additional Information, with respect to the Diversified Money Market Fund,
the U.S. Government Money Market Fund and the 100% U.S. Treasury Money Market
Fund, the second fundamental investment restriction has been deleted and
replaced with the following:
The Fund may not purchase securities of other investment companies,
except as permitted by the 1940 Act.
II. Under the same heading "INVESTMENT RESTRICTIONS" on page 33 of the
Statement of Additional Information, with respect to the Diversified Money
Market Fund, the U.S. Government Money Market Fund and the 100% U.S. Treasury
Money Market Fund, the fourth fundamental investment restriction has been
deleted in its entirety.
III. Under the same heading "INVESTMENT RESTRICTIONS" on page 34 of the
Statement of Additional Information, with respect to the Growth Fund,
the Income Equity Fund, the Balanced Fund and the Bond Fund, the first
fundamental investment restriction has been deleted and replaced with
the following:
The Fund may not purchase securities of other investment companies,
except as permitted by the 1940 Act.
IV. Under the same heading "INVESTMENT RESTRICTIONS" on page 36 of the
Statement of Additional Information, with respect to the California Tax-Free
Money Market Fund, the fifth fundamental investment restriction has been deleted
in its entirety.
V. Under the same heading "INVESTMENT RESTRICTIONS" on page 36 of the
Statement of Additional Information, with respect to the California Tax-Free
Money Market Fund, the seventh fundamental investment restriction has been
deleted and replaced with the following:
The Fund may not purchase securities of other investment companies,
except as permitted by the 1940 Act.
VI. Under the same heading "INVESTMENT RESTRICTIONS" on page 37 of the
Statement of Additional Information, with respect to the California Tax-Free
Money Market Fund, the twelfth fundamental investment restriction has been
deleted in its entirety.
PLEASE KEEP THIS SUPPLEMENT FOR FUTURE REFERENCE.
