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<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION ---------------------------------
WASHINGTON, D.C. 20549 OMB APPROVAL
---------------------------------
FORM N-17f-2 OMB NUMBER 3235-0360
EXPIRES: JULY 31, 1994
Certificate of Accounting of Securities ESTIMATED AVERAGE BURDEN
and Similar Investments in the Custody HOURS PER RESPONSE.........0.05
of Management Investment Companies ---------------------------------
Pursuant to Rule 17f-2 [17 CFR 270.17f-2]
<TABLE>
<CAPTION>
<S><C>
-------------------------------------------------------------------------------------------------------------------
1. Investment Company Act File Number: Date examination completed:
811- 05059/33-12608 JULY 30, 1999
-------------------------------------------------------------------------------------------------------------------
2. State identification Number:
----------------------------------------------------------------------------------------------------------------
AL AK AZ AR CA CO
----------------------------------------------------------------------------------------------------------------
CT DE DC FL GA HI
----------------------------------------------------------------------------------------------------------------
ID IL IN IA KS KY
----------------------------------------------------------------------------------------------------------------
LA ME MD MA MI MN
----------------------------------------------------------------------------------------------------------------
MS MO MT NE NV NH
----------------------------------------------------------------------------------------------------------------
NJ NM NY NC ND OH
----------------------------------------------------------------------------------------------------------------
OK OR PA RI SC SD
----------------------------------------------------------------------------------------------------------------
TN TX UT VT VA WA
----------------------------------------------------------------------------------------------------------------
WV WI WY PUERTO RICO
----------------------------------------------------------------------------------------------------------------
Other (specify): ATTACHED
-------------------------------------------------------------------------------------------------------------------
3. Exact name of investment company as specified in registration statement:
-------------------------------------------------------------------------------------------------------------------
THE HIGHMARK FUNDS (FORMERLY THE HIGHMARK GROUP)
-------------------------------------------------------------------------------------------------------------------
4. Address of principal executive officer (number, street, city, state, zip code)
ONE FREEDOM VALLEY ROAD, OAKS, PENNSYLVANIA 19456
-------------------------------------------------------------------------------------------------------------------
</TABLE>
INSTRUCTIONS
This Form must be completed by investment companies that have custody of
securities or similar investments.
INVESTMENT COMPANY
1. All items must be completed by the investment company.
2. Give this Form to the independent public accountant who, in compliance with
Rule 17f-2 under the Act and applicable state law, examines securities and
similar investments in the custody of the investment company.
ACCOUNTANT
3. Submit this Form to the Securities and Exchange Commission and appropriate
state securities administrators when filing the certificate of accounting
required by Rule 17f-2 under the Act and applicable state law. File the
original and one copy with the Securities and Exchange Commission's
principal office in Washington, D.C., one copy with the regional office for
the region in which the investment company's principal business operations
are conducted, and one copy with the appropriate state administrator(s), if
applicable.
THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC ACCOUNTANT
-1-
<PAGE>
THE HIGHMARK FUNDS
EXHIBIT A - STATE PERMIT REPORT
<TABLE>
<CAPTION>
FUND NAME STATE FILING TYPE FILE NUMBER
<S> <C> <C> <C>
HighMark Funds California A = Annual 505-4293
Colorado A = Annual IC-93-05-187
Georgia O = Other 56-910502
Guam O = Other 4766
Illinois A = Annual R9942874
Indiana A = Annual 97-0202 IC
Minnesota G = Good Until S R-39056.1
Minnesota Exemption A = Annual R-39056.1
North Carolina A = Annual 7032
Pennsylvania A = Annual 92-10-001MF
Virginia A = Annual 1798
Wyoming O = Other 17511
HighMark Money Market Funds Kentucky A = Annual M32877
Prospectus: Retail Shares Louisiana A = Annual 64283
Ohio O = Other 19131
Oklahoma A = Annual SE-136098
Oregon A = Annual 87-0691-M
Utah A = Annual 5-8973-43
HighMark Money Market Funds Kentucky A = Annual M33758
Prospectus: Fiduciary Shares Louisiana A = Annual 60840
Ohio O = Other 18878
Oklahoma A = Annual SE-219797
Oregon A = Annual 97-0409
Utah A = Annual 5-8969-43
HighMark Money Market Funds
Prospectus - Class S Shares Utah A = Annual
HighMark Funds-Equity Funds/ Kentucky A = Annual M33768
Fixed Income Funds-Fiduciary Pro Louisiana A = Annual 62375
Ohio O = Other 18877
Oklahoma A = Annual SE-136198
Oregon A = Annual 97-0407
Utah A = Annual 5-8974-43
HighMark Funds-Equity Funds/ Kentucky A = Annual M33815
Fixed Income Funds-Retail Pros. Louisiana A = Annual 62376
Ohio O = Other 19086
Oregon A = Annual 97-0406
Utah A = Annual 5-8972-43
-2-
<PAGE>
<CAPTION>
<S> <C> <C> <C>
HighMark Balanced Fund Alaska O = Other 00 00591
Alabama A = Annual 705371
Arkansas A = Annual 97-M0326-04
Connecticut A = Annual SI43113
Delaware A = Annual 5209
Hawaii A = Annual
Idaho A = Annual 48366
Kansas A = Annual 97s0001202
Missouri A = Annual 1996-00683
Montana A = Annual 37674
Nevada A = Annual
New York O = Other S 27 88 68
Rhode Island A = Annual
South Carolina A = Annual MF10940
HighMark Balanced Fund - Arizona A = Annual S-0054202-Qual
Class A Shares Iowa A = Annual I-38395
Massachusetts A = Annual
Maryland A = Annual SM971489
Maine A = Annual 0-1782
MICHIGAN A = Annual 226312
Mississippi G = Good Until S MF-97-04-100
North Dakota G = Good Until S T659
Nebraska A = Annual 33,952
New Hampshire A = Annual
New Mexico A = Annual 690972
Oklahoma A = Annual Se-2006909
South Dakota A = Annual 10800
Tennessee A = Annual RM98-3887
Texas G = Good Until S C-52689
Vermont A = Annual 9/17/97-32
Washington G = Good Until S C-38633
Wisconsin A = Annual 336425-03
West Virginia G = Good Until S MF-23231
HighMark Balanced Fund - Arizona A = Annual S-0054201-Qual
Fiduciary Shares Massachusetts A = Annual
Maryland A = Annual SM970567
Michigan A = Annual 225322
Mississippi G = Good Until S MF-97-04-103
Nebraska A = Annual 39,493
New Hampshire A = Annual
South Dakota A = Annual 10801
Tennessee A = Annual RM98-3887
Texas G = Good Until S C-52688
Washington G = Good Until S C-37279
HighMark Balanced Fund - Arizona A = Annual
Class C Shares Iowa A = Annual I-45860
Louisiana A = Annual
Massachusetts A = Annual
Maryland A = Annual
Maine A = Annual 0-6294
Michigan A = Annual
Mississippi A = Annual MF-99-11-180
North Dakota G = Good Until S Z991
-3-
<PAGE>
<CAPTION>
<S> <C> <C> <C>
HighMark Balanced Fund - Nebraska A = Annual 39,474
Class C Shares (Continued) New Hampshire A = Annual
New Mexico A = Annual
Oklahoma A = Annual SE-2008634
Puerto Rico A = Annual
South Dakota A = Annual 20567
Tennessee A = Annual
Texas G = Good Until S
Vermont A = Annual 12/16/99-22
Washington G = Good Until S
Wisconsin A = Annual 378031-03
West Virginia G = Good Until S MF-36793
Highmark Balanced Fund - Arizona A = Annual S-0060142-Qual
Class B Shares Iowa A = Annual I-42547
Massachusetts A = Annual
Maryland A = Annual SM982266
Maine A = Annual 0-2774
Michigan A = Annual 227645
Mississippi A = Annual MF-98-10-088
North Dakota G = Good Until S W608
Nebraska A = Annual 36,530
New Hampshire A = Annual
New Mexico A = Annual 692040
Oklahoma A = Annual SE-2006910
South Dakota A = Annual 17114
Tennessee A = Annual M98-4193
Texas G = Good Until S C-55307
Vermont A = Annual 10/15/98-15
Washington G = Good Until S C-58228
Wisconsin A = Annual 347268-03
West Virginia G = Good Until S MF-33315
HighMark Growth Fund Alaska O = Other 98 04146
Alabama A = Annual 705374
Arkansas A = Annual 87-M0326-03
Connecticut A = Annual SI43116
Delaware A = Annual 5230
Hawaii A = Annual
Idaho A = Annual 44783
Kansas A = Annual 97s0001204
Missouri A = Annual
Montana A = Annual 37675
Nevada A = Annual
New York O = Other S 26 61 04
Rhode Island A = Annual
South Carolina A = Annual MF10939
-4-
<PAGE>
<CAPTION>
<S> <C> <C> <C>
HighMark Growth Fund - Arizona A = Annual S-0054211-Qual
Class A Shares Iowa A = Annual I-38394
Massachusetts A = Annual
Maryland A = Annual SM971488
Maine A = Annual 0-1783
Michigan A = Annual 226313
Mississippi G = Good Until S MF-97-04-096
North Dakota A = Annual T660
Nebraska A = Annual 33,094
New Hampshire A = Annual
New Mexico A = Annual 690973
Oklahoma A = Annual SE-2006911
South Dakota A = Annual 10802
Tennessee A = Annual RM98-3877
Texas G = Good Until S C-45197
Vermont A = Annual 9/17/97-31
Washington G = Good Until S C-38635
Wisconsin A = Annual 336427-03
West Virginia G = Good Until S MF-23232
HighMark Growth Fund - Arizona A = Annual S-0054210-Qual
Fiduciary Shares Massachusetts A = Annual
Maryland A = Annual SM970566
Michigan A = Annual 225326
Mississippi G = Good Until S MF-97-04-098
Nebraska A = Annual 39,479
New Hampshire A = Annual
South Dakota A = Annual 10803
Tennessee A = Annual RM98-3887
Texas G = Good Until S C-44217
Washington G = Good Until S C-37281
HighMark Growth Fund - Arizona A = Annual
Class C Shares Iowa A = Annual I-45859
Louisiana A = Annual 65155
Massachusetts A = Annual
Maryland A = Annual
Maine A = Annual 0-6295
Michigan A = Annual 232412
Mississippi A = Annual MF-99-11-181
North Dakota G = Good Until S Z993
Nebraska A = Annual 39,478
New Hampshire A = Annual
New Mexico A = Annual
Oklahoma A = Annual SE-2008633
Puerto Rico A = Annual
South Dakota A = Annual 20568
Tennessee A = Annual
Texas G = Good Until S
Vermont A = Annual 12/16/99-24
Washington G = Good Until S
Wisconsin A = Annual 378030-03
West Virginia G = Good Until S MF-36792
-5-
<PAGE>
<CAPTION>
<S> <C> <C> <C>
Highmark Growth Fund - Arizona A = Annual S-0060145-Qual
Class B Shares Iowa A = Annual I-42552
Massachusetts A = Annual
Maryland A = Annual SM982267
Maine A = Annual 0-2773
Michigan A = Annual 227643
Mississippi A = Annual MF-98-10-087
North Dakota G = Good Until S W614
Nebraska A = Annual 36,538
New Hampshire A = Annual
New Mexico A = Annual 692039
Oklahoma A = Annual SE-2006912
South Dakota A = Annual 17117
Tennessee A = Annual M98-4193
Texas G = Good Until S C-55308
Vermont A = Annual 10/15/98-02
Washington G = Good Until S C-58227
Wisconsin A = Annual 347108-03
West Virginia G = Good Until S MF-33316
HighMark Income Equity Fund Alaska O = Other 98 02934
Alabama A = Annual 704921
Arkansas A = Annual 97-M0326-08
Connecticut A = Annual SI40056
Delaware A = Annual 4333
Hawaii A = Annual
Idaho A = Annual 43231
Kansas A = Annual 97S0000034
Missouri A = Annual 1996-00683
Montana A = Annual 35311
Nevada A = Annual
New York O = Other S 25 24 30
Rhode Island A = Annual
South Carolina A = Annual MF10077
West Virginia G = Good Until S MF-21053
HighMark Income Equity Fund - Arizona A = Annual S-0050887-Qual
Class A Shares Iowa A = Annual I-36638
Massachusetts A = Annual 96-7781-MR
Maryland A = Annual SM961124
Maine A = Annual 0-2732
Michigan A = Annual 223713
Mississippi G = Good Until S MF-96-07-065
North Dakota G = Good Until S P821
Nebraska A = Annual 31,477
New Hampshire A = Annual
New Mexico A = Annual 997656
Oklahoma A = Annual SE-2006913
South Dakota A = Annual 10798
Tennessee A = Annual RM98-3887
Texas G = Good Until S C-45196
Vermont A = Annual 7/09/96-16
Washington G = Good Until S C-38632
Wisconsin A = Annual 323911-03
-6-
<PAGE>
<CAPTION>
<S> <C> <C> <C>
HighMark Income Equity Fund - Arizona A = Annual S-0053676-Qual
Fiduciary Shares Massachusetts A = Annual 96-7783-MR
Maryland A = Annual sm990931
Michigan A = Annual 225327
Mississippi G = Good Until S MF-97-04-095
Montana A = Annual 37120
Nebraska A = Annual 39,481
New Hampshire A = Annual
South Dakota A = Annual 10799
Tennessee A = Annual RM98-3887
Texas G = Good Until S C-39045
Washington G = Good Until S C-27268
HighMark Income Equity Fund - Arizona A = Annual
Class C Shares Iowa A = Annual I-45858
Louisiana A = Annual 65156
Massachusetts A = Annual
Maryland A = Annual
Maine A = Annual 0-6296
Michigan A = Annual 232407
Mississippi A = Annual MF-99-11-182
North Dakota G = Good Until S Z994
Nebraska A = Annual 39,480
New Hampshire A = Annual
New Mexico A = Annual
Oklahoma A = Annual SE-2008632
Puerto Rico A = Annual
South Dakota A = Annual 20569
Tennessee A = Annual
Texas G = Good Until S
Vermont A = Annual 12/16/99-23
Washington G = Good Until S
Wisconsin A = Annual 378029-03
West Virginia G = Good Until S MF-36791
Highmark Income Equity Fund - Arizona A = Annual S-0060146-Qual
Class B Shares Iowa A = Annual I-42553
Massachusetts A = Annual
Maryland A = Annual SM982264
Maine A = Annual 0-2780
Michigan A = Annual 227644
Mississippi A = Annual MF-98-10-086
North Dakota G = Good Until S W615
Nebraska A = Annual 36,539
New Hampshire A = Annual
New Mexico A = Annual 692038
Oklahoma A = Annual SE-2006914
South Dakota A = Annual 17119
Tennessee A = Annual M98-4193
Texas G = Good Until S C-55309
Vermont A = Annual 10/15/98-14
Washington G = Good Until S C-58226
Wisconsin A = Annual 347271-03
West Virginia G = Good Until S MF-33317
-7-
<PAGE>
<CAPTION>
<S> <C> <C> <C>
HighMark Bond Fund Alaska O = Other 98 02935
Alabama A = Annual 705365
Arkansas A = Annual 97-M0326-12
Connecticut A = Annual SI43114
Delaware A = Annual 594
Hawaii A = Annual
Idaho A = Annual 43233
Kansas A = Annual 99s0000421
Missouri A = Annual 1996-00683
Montana A = Annual 40005
Nevada A = Annual
New York O = Other S 26 61 05
Rhode Island A = Annual
South Carolina A = Annual MF11849
HighMark Bond Fund - Arizona A = Annual S-0054205-Qual
Class A Shares Iowa A = Annual I-42549
Massachusetts A = Annual
Maryland A = Annual SM982254
Maine A = Annual 0-2772
Michigan A = Annual 229260
Mississippi G = Good Until S MF-97-04-097
North Dakota G = Good Until S W609
Nebraska A = Annual 36,531
New Hampshire A = Annual
New Mexico A = Annual 692046
Oklahoma A = Annual SE-2006915
South Dakota A = Annual 17118
Tennessee A = Annual RM98-3887
Texas G = Good Until S C-45195
Vermont A = Annual 10/15/98-13
Washington G = Good Until S C-38637
Wisconsin A = Annual 355144-03
West Virginia G = Good Until S MF-33318
HighMark Bond Fund - Arizona A = Annual S-0054204-Qual
Fiduciary Shares Massachusetts A = Annual
Michigan A = Annual 225325
Mississippi G = Good Until S MF-97-04-099
Nebraska A = Annual 39,475
New Hampshire A = Annual
Tennessee A = Annual RM98-3887
Texas G = Good Until S C-44216
Washington G = Good Until S C-27266
HighMark California Tax-Free Hawaii A = Annual
Money Market Fund Nevada A = Annual
New York O = Other S-28-04-89
HighMark California Tax-Free Nebraska A = Annual 33,092
Money Market Fund-Class A Shrs. New Hampshire A = Annual
South Dakota A = Annual 15048
Washington G = Good Until S C-32569
-8-
<PAGE>
<CAPTION>
<S> <C> <C> <C>
HighMark California Tax-Free Nebraska A = Annual 33,091
Money Market Fund-Fiduciary Shr New Hampshire A = Annual
South Dakota A = Annual 15053
Washington G = Good Until S C-27264
HighMark California Tax-Free Nebraska A = Annual 39,086
Money Market Fund-Class S Shrs. New Hampshire A = Annual
Oklahoma A = Annual SE-2005877
South Dakota A = Annual 19937
Washington G = Good Until S C-63112
HighMark Diversified Money Alaska O = Other 99 03917
Market Fund Alabama A = Annual 704922
Arkansas A = Annual 97-M0326-05
Connecticut A = Annual SI24538
Delaware A = Annual 4332
Hawaii A = Annual
Idaho A = Annual 34327
Kansas A = Annual 97S0000033
Missouri A = Annual 1996-00683
Montana A = Annual 35310
Nevada A = Annual
New York O = Other S 25 85 51
Rhode Island A = Annual
South Carolina A = Annual MF10078
West Virginia G = Good Until S MF-21048
HighMark Diversified Money Arizona A = Annual S-0050886-Qual
Market Fund - Class A Shares Iowa A = Annual I-36639
Massachusetts A = Annual 96-7784-MR
Maryland A = Annual SM961126
Maine A = Annual 0-2735
Michigan A = Annual 223711
Mississippi G = Good Until S MF-96-07-068
North Dakota G = Good Until S P820
Nebraska A = Annual 31,476
New Hampshire A = Annual
New Mexico A = Annual 997657
South Dakota A = Annual 10793
Tennessee A = Annual RM98-3887
Texas G = Good Until S C-39044
Vermont A = Annual 7/09/96-17
Washington G = Good Until S C-32572
Wisconsin A = Annual 269286-03
-9-
<PAGE>
<CAPTION>
<S> <C> <C> <C>
HighMark Diversified Money Arizona A = Annual S-0047214-Qual
Market Fund - Fiduciary Shares Iowa A = Annual I-38396
Massachusetts A = Annual 96-7782-MR
Maryland A = Annual SM970568
Maine A = Annual MF-R-99-10840
Michigan A = Annual 225323
Mississippi G = Good Until S MF-97-04-104
Montana A = Annual 37119
North Dakota A = Annual
Nebraska A = Annual 32,998
New Hampshire A = Annual
New Mexico A = Annual 994882
South Dakota A = Annual 10792
Tennessee A = Annual RM98-3887
Texas G = Good Until S C-42259
Vermont A = Annual 4/17/97-16
Washington G = Good Until S C-27270
Wisconsin A = Annual 276241-03
HighMark Diversified Money Arizona A = Annual S-0064472-Qual
Market Fund - Class S Shares Iowa A = Annual I-45391
Massachusetts A = Annual
Maryland A = Annual
Maine A = Annual 0-3411
Michigan A = Annual 232075
Mississippi A = Annual MF-99-10-014
North Dakota G = Good Until S Z374
Nebraska A = Annual 39,087
New Hampshire A = Annual
New Mexico A = Annual 692698
Oklahoma A = Annual SE-2005876
Puerto Rico A = Annual
South Dakota A = Annual 19936
Tennessee A = Annual
Texas G = Good Until S 60558
Vermont A = Annual 10/05/99-26
Washington G = Good Until S C-63113
Wisconsin A = Annual 374479-03
West Virginia G = Good Until S MF-36296
HighMark U.S. Government Alaska O = Other 98 04477
Money Market Fund Alabama A = Annual 704919
Arkansas A = Annual 97-M0326-07
Connecticut A = Annual SI40055
Delaware A = Annual 4331
Hawaii A = Annual
Idaho A = Annual 41815
Kansas A = Annual 97S0000036
Missouri A = Annual 1996-00683
Montana A = Annual 35313
Nevada A = Annual
New York O = Other S 27 88 72
Rhode Island A = Annual
South Carolina A = Annual MF10080
West Virginia G = Good Until S MF-21051
-10-
<PAGE>
<CAPTION>
<S> <C> <C> <C>
HighMark U.S. Government Money Arizona A = Annual S-0050890-Qual
Market Fund - Class A Shares Iowa A = Annual I-28198
Massachusetts A = Annual 96-5413-M
Maryland A = Annual SM961128
Maine A = Annual 0-2736
Michigan A = Annual 223712
Mississippi G = Good Until S MF-96-07-066
North Dakota G = Good Until S P823
Nebraska A = Annual 31,479
New Hampshire A = Annual
New Mexico A = Annual 997658
South Dakota A = Annual 10794
Tennessee A = Annual RM98-3887
Texas G = Good Until S C-52701
Vermont A = Annual 7/09/96-19
Washington G = Good Until S C-32573
Wisconsin A = Annual 323909-03
HighMark U.S. Government Money Arizona A = Annual S-0054216-Qual
Market Fund - Fiduciary Shrs. Iowa A = Annual I-29184
Massachusetts A = Annual
Maryland A = Annual SM970565
Maine A = Annual MF-R-99-10841
Michigan A = Annual 225328
Mississippi G = Good Until S MF-97-04-094
Montana A = Annual 37121
North Dakota A = Annual s673
Nebraska A = Annual 32,999
New Hampshire A = Annual
New Mexico A = Annual 994285
South Dakota A = Annual 10795
Tennessee A = Annual RM98-3887
Texas G = Good Until S C-52700
Vermont A = Annual 4/17/97-15
Washington G = Good Until S C-27271
Wisconsin A = Annual 331024-03
HighMark U.S. Government Money Arizona A = Annual S-0060149-Qual
Market Fund - Class B Shares Iowa A = Annual I-42557
Massachusetts A = Annual
Maryland A = Annual SM982261
Maine A = Annual 0-2779
Michigan A = Annual 227646
Mississippi A = Annual MF-98-10-094
North Dakota G = Good Until S W619
Nebraska A = Annual 36,542
New Hampshire A = Annual
New Mexico A = Annual 692045
South Dakota A = Annual 17113
Tennessee A = Annual M98-4193
Texas G = Good Until S C-55310
Vermont A = Annual 10/15/98-08
Washington G = Good Until S C-58225
Wisconsin A = Annual 347270-03
West Virginia G = Good Until S MF-33323
-11-
<PAGE>
<CAPTION>
<S> <C> <C> <C>
HighMark U.S. Government Arizona A = Annula S-0064473-Qual
Money Market Fund - Iowa A = Annual I-45390
Class S Shares Massachusetts A = Annual
Maryland A = Annual
Maine A = Annual 0-3412
Michigan A = Annual 232074
Mississippi A = Annual MF-99-10-013
North Dakota G = Good Until S Z375
Nebraska A = Annual 39,088
New Hampshire A = Annual
New Mexico A = Annual 692697
Oklahoma A = Annual SE-2005875
Puerto Rico A = Annual
South Dakota A = Annual 19935
Tennessee A = Annual
Texas G = Good Until S 60559
Vermont A = Annual 10/05/99-25
Washington G = Good Until S C-63114
Wisconsin A = Annual 374481-03
West Virginia G = Good Until S MF-36298
HighMark 100% U.S. Treasury Alaska O = Other 98 04476
Money Market Fund Alabama A = Annual 704923
Arkansas A = Annual 97-M0326-09
Connecticut A = Annual SI24537
Delaware A = Annual 4334
Hawaii A = Annual
Idaho A = Annual 41813
Kansas A = Annual 97S0000037
Missouri A = Annual 1996-00683
Montana A = Annual 35309
Nevada A = Annual
New York O = Other S 26 11 05
Rhode Island A = Annual
South Carolina A = Annual MF10081
West Virginia G = Good Until S MF-21052
HighMark 100% U.S. Treasury Arizona A = Annual S-0050888-Qual
Money Market Fund-Class A Shares Iowa A = Annual I-36640
Massachusetts A = Annual 96-5411-M
Maryland A = Annual SM961127
Maine A = Annual 0-2734
Michigan A = Annual 223714
Mississippi G = Good Until S MF-96-07-064
North Dakota G = Good Until S P819
Nebraska A = Annual 31,480
New Hampshire A = Annual
New Mexico A = Annual 994284
South Dakota A = Annual 10796
Tennessee A = Annual RM98-3887
Texas G = Good Until S C-52699
Vermont A = Annual 7/09/96-20
Washington G = Good Until S C-32570
Wisconsin A = Annual 323910-03
-12-
<PAGE>
<CAPTION>
<S> <C> <C> <C>
HighMark 100% U.S. Treasury Arizona A = Annual S-0054215-Qual
Money Market Fund-Fiduciary Shrs Iowa A = Annual I-38398
Massachusetts A = Annual
Maryland A = Annual SM970569
Maine A = Annual MF-R-99-10842
Michigan A = Annual 225324
Mississippi G = Good Until S MF-97-04-105
Montana A = Annual 37774
North Dakota A = Annual S671
Nebraska A = Annual 33,000
New Hampshire A = Annual
New Mexico A = Annual 994283
South Dakota A = Annual 10797
Tennessee A = Annual RM98-3887
Texas G = Good Until S C-52698
Vermont A = Annual 4/17/97-14
Washington G = Good Until S C-27269
Wisconsin A = Annual 331023-03
HighMark 100% U.S. Treasury Arizona A = Annual S-0064478-Qual
Money Market Fund-Class S Shares Iowa A = Annual I-45389
Massachusetts A = Annual
Maryland A = Annual
Maine A = Annual 0-3413
Michigan A = Annual 232073
Mississippi A = Annual MF-99-10-012
North Dakota G = Good Until S Z373
Nebraska A = Annual 39,089
New Hampshire A = Annual
New Mexico A = Annual 692696
Oklahoma A = Annual
Puerto Rico A = Annual
South Dakota A = Annual 19934
Tennessee A = Annual
Texas G = Good Until S 60557
Vermont A = Annual 10/05/99-24
Washington G = Good Until S C-63115
Wisconsin A = Annual 374480-03
West Virginia G = Good Until S MF-36297
HighMark Intermediate- Alaska O = Other 99-03124
Term Bond Fund Alabama A = Annual 705375
Arkansas A = Annual 97-M0326-11
Connecticut A = Annual SI43115
Delaware A = Annual 596
Hawaii A = Annual
Idaho A = Annual 47919
Kansas A = Annual 99s0000422
Missouri A = Annual
Montana A = Annual 40007
Nevada A = Annual
New York O = Other S 27 88 79
Rhode Island A = Annual
South Carolina A = Annual MF11848
-13-
<PAGE>
<CAPTION>
<S> <C> <C> <C>
HighMark Intermediate-Term Arizona A = Annual S-0054212-Qual
Bond Fund - Fiduciary Shares Massachusetts A = Annual
Maryland A = Annual SM970573
Michigan A = Annual 225320
Mississippi G = Good Until S MF-97-04-090
Nebraska A = Annual 39,482
New Hampshire A = Annual
Tennessee A = Annual RM98-3887
Texas G = Good Until S C-52695
Washington G = Good Until S C-55822
HighMark Intermediate-Term Arizona A = Annual S-0054213-Qual
Bond Fund - Class A Shares Iowa A = Annual I-42555
Massachusetts A = Annual
Maryland A = Annual SM982259
Maine A = Annual 0-2775
Michigan A = Annual 229255
Mississippi G = Good Until S MF-97-04-107
North Dakota G = Good Until S W616
Nebraska A = Annual 36,540
New Hampshire A = Annual
New Mexico A = Annual 692044
Oklahoma A = Annual SE-2006916
South Dakota A = Annual 17122
Tennessee A = Annual RM98-3887
Texas G = Good Until S C-52696
Vermont A = Annual 10/15/98-06
Washington G = Good Until S C-55824
Wisconsin A = Annual 355143-03
West Virginia G = Good Until S MF-33321
HighMark California Intermediate Alaska O = Other 00-01914
Tax-Free Bond Fund Alabama A = Annual
Arkansas A = Annual 97-M0326-13
Connecticut A = Annual
Delaware A = Annual
Hawaii A = Annual
Idaho A = Annual 51597
Kansas A = Annual 200S0000659
Missouri A = Annual
Montana A = Annual
Nevada A = Annual
New York O = Other
Rhode Island A = Annual
South Carolina A = Annual MF12747
HighMark CA Intermediate Tax-Free Nebraska A = Annual 39,656
Bond Fund - Fiduciary Shares New Hampshire A = Annual
Oklahoma A = Annual
HighMark CA Intermediate Tax-Free Michigan N = Not Register
Bond Fund - Class A Shares Missouri N = Not Register
Nebraska A = Annual 046844
New Hampshire A = Annual
New York N = Not Register
Oklahoma A = Annual SE-2008635
Tennessee N = Not Register
Wisconsin A = Annual 365587-03
-14-
<PAGE>
<CAPTION>
<S> <C> <C> <C>
HighMark CA Intermediate Tax Arizona A = Annual
Free Bond Fund - Class B Shares Iowa A = Annual I-45857
Louisiana A = Annual 65157
Massachusetts A = Annual
Maryland A = Annual
Maine A = Annual 0-6297
Michigan A = Annual 232408
Mississippi A = Annual MF-99-11-183
North Dakota G = Good Until S Z992
Nebraska A = Annual 39,476
New Hampshire A = Annual
New Mexico A = Annual
Oklahoma A = Annual SE-2008636
Puerto Rico A = Annual
South Dakota A = Annual 20572
Tennessee A = Annual
Texas G = Good Until S
Vermont A = Annual 12/16/99-25
Washington G = Good Until S
Wisconsin A = Annual 378037-03
West Virginia G = Good Until S MF-36790
HighMark Emerging Growth Fund Alaska O = Other 99-01182
Alabama A = Annual 705370
Arkansas A = Annual 97-M0326-01
Connecticut A = Annual SI43118
Delaware A = Annual 595
Hawaii A = Annual
Idaho A = Annual 49936
Kansas A = Annual 97S0001203
Missouri A = Annual
Montana A = Annual 40006
Nevada A = Annual
New York O = Other S 27 88 70
Rhode Island A = Annual
South Carolina A = Annual MF11847
HighMark Emerging Growth Fund - Arizona A = Annual S-0054207-Qual
Fiduciary Shares Kentucky A = Annual
Louisiana N = Not Register
Massachusetts A = Annual
Maryland A = Annual SM970576
Michigan A = Annual 225316
Mississippi G = Good Until S MF-97-04-93
Nebraska A = Annual 39,477
New Hampshire A = Annual
Oregon A = Annual
South Dakota A = Annual 15054
Tennessee A = Annual RM98-3887
Texas G = Good Until S C-52692
Utah A = Annual
Washington G = Good Until S C-55818
-15-
<PAGE>
<CAPTION>
<S> <C> <C> <C>
HighMark Emerging Growth Fund - Arizona A = Annual S-0054208-Qual
Class A Shares Iowa A = Annual I-38399
Kentucky A = Annual
Massachusetts A = Annual
Maryland A = Annual SM970577
Maine A = Annual 0-2776
Michigan A = Annual 225314
Mississippi G = Good Until S MF-97-04-102
North Dakota G = Good Until S W612
Nebraska A = Annual 33,093
New Hampshire A = Annual
New Mexico A = Annual 692043
Oklahoma A = Annual SE-2006917
Oregon A = Annual
South Dakota A = Annual 15050
Tennessee A = Annual RM98-3887
Texas G = Good Until S C-52693
Utah A = Annual
Vermont A = Annual 10/15/98-10
Washington G = Good Until S C-55826
Wisconsin A = Annual 355142-03
West Virginia G = Good Until S MF-33324
HighMark International Equity Fund Alaska O = Other 00-01915
Alabama A = Annual 705373
Arkansas A = Annual 97-M0326-14
Connecticut A = Annual SI43109
Delaware A = Annual
Hawaii A = Annual
Idaho A = Annual 51598
Kansas A = Annual 200050000660
Missouri A = Annual 1996-00683
Montana A = Annual
Nevada A = Annual
New York O = Other S 27 88 71
Rhode Island A = Annual
South Carolina A = Annual MF12745
HighMark International Equity Arizona A = Annual
Fund - Class A Shares Iowa A = Annual I-45852
Massachusetts A = Annual
Maryland A = Annual
Maine A = Annual 0-6298
Michigan A = Annual 232410
Mississippi A = Annual MF-99-11-184
North Dakota G = Good Until S Z995
Nebraska A = Annual 39,483
New Hampshire A = Annual
New Mexico A = Annual
Oklahoma A = Annual SE-2008629
Puerto Rico A = Annual
South Dakota A = Annual 20573
Tennessee A = Annual
Texas G = Good Until S
Vermont A = Annual 12/16/99-26
Washington G = Good Until S
Wisconsin A = Annual 378034-03
West Virginia G = Good Until S MF-36785
-16-
<PAGE>
<CAPTION>
<S> <C> <C> <C>
Highmark International Equity Fund - Arizona A = Annual
Class B Shares Iowa A = Annual I-45853
Louisiana A = Annual 65138
Massachusetts A = Annual
Maryland A = Annual
Maine A = Annual 0-6299
Michigan A = Annual 232409
Mississippi A = Annual MF-99-11-185
North Dakota G = Good Until S Z996
Nebraska A = Annual 39,484
New Hampshire A = Annual
New Mexico A = Annual
Oklahoma A = Annual SE-2008630
Puerto Rico A = Annual
South Dakota A = Annual 20574
Tennessee A = Annual
Texas G = Good Until S
Vermont A = Annual 12/16/99-27
Washington G = Good Until S
Wisconsin A = Annual 378033-03
West Virginia G = Good Until S MF-36786
HighMark International Equity Arizona A = Annual
Fund - Class C Shares Iowa A = Annual I-45854
Louisiana A = Annual 65139
Massachusetts A = Annual
Maryland A = Annual
Maine A = Annual 0-6300
Michigan A = Annual 232413
Mississippi A = Annual MF-99-11-186
North Dakota G = Good Until S Z997
Nebraska A = Annual
New Hampshire A = Annual
New Mexico A = Annual
Oklahoma A = Annual SE-2008631
Puerto Rico A = Annual
South Dakota A = Annual 20575
Tennessee A = Annual
Texas G = Good Until S
Vermont A = Annual 12/16/99-28
Washington G = Good Until S
Wisconsin A = Annual 378032-03
West Virginia G = Good Until S MF-36787
HighMark International Equity Arizona A = Annual S-0054214-Qual
Fund - Fiduciary Shares Massachusetts A = Annual
Maryland A = Annual SM970572
Michigan A = Annual 225318
Mississippi G = Good Until S MF-97-04-109
Nebraska A = Annual 39,486
New Hampshire A = Annual
Tennessee A = Annual RM98-3887
Texas G = Good Until S C-52697
Washington G = Good Until S C-55820
-17-
<PAGE>
<CAPTION>
<S> <C> <C> <C>
HighMark Value Momentum Fund Arizona O = Other 00 00590
Alabama A = Annual 705366
Arkansas A = Annual 97-M0326-02
Connecticut A = Annual SI43119
Delaware A = Annual 5229
Hawaii A = Annual
Idaho A = Annual 48367
Kansas A = Annual 97S0001205
Missouri A = Annual 1996-00683
Montana A = Annual 37676
Nevada A = Annual
New York O = Other S 27 88 73
Rhode Island A = Annual
South Carolina A = Annual MF10938
HighMark Value Momentum Fund - Arizona A = Annual
Class C Shares Iowa A = Annual I-45856
Louisiana A = Annual 65140
Massachusetts A = Annual
Maryland A = Annual
Maine A = Annual 0-6301
Michigan A = Annual 232405
Mississippi A = Annual MF-99-11-187
North Dakota G = Good Until S Z999
Nebraska A = Annual 39,489
New Hampshire A = Annual
New Mexico A = Annual
Oklahoma A = Annual SE-2008628
Puerto Rico A = Annual
South Dakota A = Annual 20571
Tennessee A = Annual
Texas G = Good Until S
Vermont A = Annual 12/16/99-29
Washington G = Good Until S
Wisconsin A = Annual 378035-03
West Virginia G = Good Until S MF-36789
HighMark Value Momentum Fund - Arizona A = Annual S-0054217-Qual
Fiduciary Shares Massachusetts A = Annual
Maryland A = Annual SM970571
Michigan A = Annual 225319
Mississippi G = Good Until S MF-97-04-108
Nebraska A = Annual 39,490
New Hampshire A = Annual
South Dakota A = Annual 15051
Tennessee A = Annual RM98-3887
Texas G = Good Until S C-52702
Washington G = Good Until S C-55823
-18-
<PAGE>
<CAPTION>
<S> <C> <C> <C>
HighMark Value Momentum Fund - Arizona A = Annual S-0054218-Qual
Class A Shares Iowa A = Annual I-38397
Massachusetts A = Annual
Maryland A = Annual SM971495
Maine A = Annual 0-1781
Michigan A = Annual 226311
Mississippi G = Good Until S MF-97-04-101
North Dakota G = Good Until S T661
Nebraska A = Annual 039699
New Hampshire A = Annual
New Mexico A = Annual 691785
Oklahoma A = Annual SE-2006918
South Dakota A = Annual 15049
Tennessee A = Annual RM98-3887
Texas G = Good Until S C-52703
Vermont A = Annual 9/17/97-33
Washington G = Good Until S C-55817
Wisconsin A = Annual 336426-03
West Virginia G = Good Until S MF-23230
HighMark Value Momentum Fund - Arizona A = Annual S-0060150-Qual
Class B Shares Iowa A = Annual I-42559
Massachusetts A = Annual
Maryland A = Annual SM982257
Maine A = Annual 0-2777
Michigan A = Annual 227647
Mississippi A = Annual MF-98-10-092
North Dakota G = Good Until S W620
Nebraska A = Annual 36,543
New Hampshire A = Annual
New Mexico A = Annual 692042
Oklahoma A = Annual SE-135998
Outside U.S. N = Not Register
South Dakota A = Annual 17123
Tennessee A = Annual M98-4193
Texas G = Good Until S C-55311
Vermont A = Annual 10/15/98-05
Washington G = Good Until S C-58224
Wisconsin A = Annual 347269-03
West Virginia G = Good Until S MF-33326
HighMark Small Cap Value Fund Alaska O = Other 99-00388
Alabama A = Annual
Arkansas A = Annual 97-M0326-10
Connecticut A = Annual SI47792
Delaware A = Annual 491
Hawaii A = Annual
Idaho A = Annual 49669
Kansas A = Annual 99S0000129
Missouri A = Annual 1996-00683
Montana A = Annual 39631
Nevada A = Annual
New York O = Other S 28 40 09
Rhode Island A = Annual
South Carolina A = Annual MF11700
-19-
<PAGE>
<CAPTION>
<S> <C> <C> <C>
HighMark Small Cap Value Fund - Arizona A = Annual
Class C Shares Iowa A = Annual I-45855
Louisiana A = Annual 65141
Massachusetts A = Annual
Maryland A = Annual
Maine A = Annual 0-6302
Michigan A = Annual 232406
Mississippi A = Annual MF-99-11-188
North Dakota G = Good Until S Z998
Nebraska A = Annual 39,487
New Hampshire A = Annual
New Mexico A = Annual
Oklahoma A = Annual SE-2008627
Puerto Rico A = Annual
South Dakota A = Annual 20570
Tennessee A = Annual
Texas G = Good Until S
Vermont A = Annual 12/16/99-30
Washington G = Good Until S
Wisconsin A = Annual 378036-03
West Virginia G = Good Until S MF-36788
HighMark Small Cap Value Fund - Arizona A = Annual S-0059528-Qual
Fiduciary Shares Massachusetts A = Annual
Maryland A = Annual SM981750
Michigan A = Annual 228743
Mississippi A = Annual MF-98-08-028
Nebraska A = Annual 39,488
New Hampshire A = Annual
Oklahoma A = Annual SE-2000232
South Dakota A = Annual 16811
Tennessee A = Annual M98-3665
Texas G = Good Until S C-56860
Washington G = Good Until S c-59674
HighMark Small Cap Value Fund - Arizona A = Annual S-0059529-Qual
Class A Shares Iowa A = Annual I-42089
Massachusetts A = Annual
Maryland A = Annual SM981749
Maine A = Annual 0-900
Michigan A = Annual 228741
Mississippi A = Annual MF-98-08-029
North Dakota G = Good Until S W269
Nebraska A = Annual 36,144
New Hampshire A = Annual
New Mexico A = Annual 999746
Oklahoma A = Annual SE-2006919
South Dakota A = Annual 16810
Tennessee A = Annual M98-3665
Texas G = Good Until S C-56858
Vermont A = Annual 8/12/98-03
Washington G = Good Until S c-59675
Wisconsin A = Annual 352572-03
West Virginia G = Good Until S
-20-
<PAGE>
<CAPTION>
<S> <C> <C> <C>
HighMark Small Cap Value Fund - Arizona A = Annual S-0060148-Qual
Class B Shares Iowa A = Annual I-42558
Massachusetts A = Annual
Maryland A = Annual SM982256
Maine A = Annual 0-2778
Michigan A = Annual 228742
Mississippi A = Annual MF-98-10-090
North Dakota G = Good Until S W618
Nebraska A = Annual 36,145
New Hampshire A = Annual
New Mexico A = Annual 692041
Oklahoma A = Annual SE-2006921
South Dakota A = Annual 17121
Tennessee A = Annual M98-4193
Texas G = Good Until S C-56859
Vermont A = Annual 10/15/98-03
Washington G = Good Until S c-59676
Wisconsin A = Annual 352571-03
West Virginia G = Good Until S MF-33328
HighMark Convertible Securities California N = Not Register
Fund, Fiduciary Shares Massachusetts N = Not Register
New York N = Not Register
Pennsylvania N = Not Register
HighMark Government Securities California N = Not Register
Fund, Fiduciary Shares Massachusetts N = Not Register
New York N = Not Register
HighMark Blue Chip Growth California N = Not Register
Fund, Fiduciary Shares Massachusetts N = Not Register
New York N = Not Register
</TABLE>
-21-
<PAGE>
DELOITTE &
TOUCHE
---------- ---------------------------------------------------------------
[GRAPHIC] DELOITTE & TOUCHE LLP Telephone: (415) 783-4000
50 Fremont Street Facsimile: (415) 783-4329
San Francisco, California 94105-2230
The Highmark Funds
One Freedom Valley Road
Oaks, Pennsylvania 19456
To the Board of Directors:
We have examined management's assertion that "The Highmark Funds (including the
Highmark Balanced Fund, the Highmark Bond Fund, the Highmark California
Intermediate Tax-Free Bond Fund, the Highmark California Tax-Free Money Market
Fund, the Highmark Diversified Money Market Fund, the Highmark Emerging Growth
Fund, the Highmark Growth Fund, the Highmark Income Equity Fund, the Highmark
Intermediate-Term Bond Fund, the Highmark International Equity Fund, the
Highmark Small Cap Value Fund, the Highmark 100% U.S. Treasury Money Market
Fund, the Highmark U.S. Government Money Market Fund, and the Highmark Value
Momentum Fund) (hereafter collectively referred to as the "Funds") were in
compliance with the requirements of subsections (b) and (c) of Rule 17f-2 under
the Investment Company Act of 1940 ("the Act") as of July 30, 1999 with respect
to securities reflected in the investment accounts of the Funds." Management is
responsible for the Funds' compliance with those requirements. Our
responsibility is to express an opinion on management's assertion about the
Funds' compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Funds' compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. Included among our procedures were the following tests
performed as of July 30, 1999:
- Confirmation of all securities held by The Depository Trust Company, the
Federal Reserve Bank and Citibank, N.A. in book entry form
- Confirmation of all securities hypothecated, pledged, placed in escrow, or
out for transfer with brokers, pledgees and/or transfer agents
- Reconciliation of all such securities to the books and records of the Funds
and the Custodian (The Union Bank of California, N.A.)
-22-
<PAGE>
- Confirmation of all repurchase agreements with brokers/banks and agreement
of underlying collateral with Barclays Capital, Inc., Deutsche Bank
Securities, Inc., J.P. Morgan Securities, Inc., Warburg, Dillon, Read,
LLC., HSBC Securities, Inc., and Lehman Brothers, Inc. records
We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Fund's compliance with
specified requirements.
In our opinion, management's assertion that the Funds were in compliance with
the requirements of subsections (b) and (c) of Rule 17f-2 of the Investment
Company Act of 1940 as of July 30, 1999, with respect to securities reflected in
the investment accounts of the Funds is fairly stated, in all material respects.
This report is intended solely for the information and use of management of the
Funds and the Securities and Exchange Commission and is not intended to be and
should not be used by anyone other than these specified parties.
/s/ DELOITTE & TOUCHE LLP
September 24, 1999
-23-
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