HIGHMARK FUNDS /MA/, 497, 2000-05-19

HIGHMARK FUNDS /MA/
497, 2000-05-19

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<PAGE>

CORE
EQUITY FUND
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RETAIL SHARES
PROSPECTUS

May 15, 2000
The Securities and Exchange Commission
has not approved or disapproved of these
securities or determined whether this
prospectus is accurate or complete. Any
representation to the contrary is
unlawful.

[LOGO] HIGHMARK-SM-
FUNDS
<PAGE>

PROSPECTUS

1
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HOW TO READ
THIS PROSPECTUS

HighMark Funds is a mutual fund family that offers different classes of Shares
in separate investment portfolios (Funds). The Funds have various investment
goals and strategies. This prospectus gives you important information about the
Class A, Class B and Class C Shares of the HighMark Core Equity Fund that you
should know before investing. The Fund also offers a class of Shares called
Fiduciary Shares, which are offered in a separate prospectus.

Please read this prospectus and keep it for future reference. The prospectus
is arranged into different sections so that you can easily review this
important information. The next column contains general information you
should know about investing in the Fund.

FUND PROFILE
Core Equity Fund .........................................2

SHAREOWNER GUIDE - HOW TO INVEST IN THE FUND
Choosing a Share Class ...................................4
How Sales Charges Are Calculated .........................4
Sales Charge Reductions and Waivers ......................5
Fees for Distribution of Shares ..........................6
Opening an Account .......................................6
Buying Shares ............................................7
Selling Shares ...........................................7
Exchanging Shares ........................................8
Transaction Policies .....................................9
Dividends and Distributions ..............................9
Taxes ....................................................9
Investor Services .......................................10

MORE ABOUT THE FUND
Investment Management ...................................11
Financial Highlights ....................................11
Investment Practices ....................................12
Glossary of Investment Risks ............................15

FOR MORE INFORMATION ABOUT HIGHMARK FUNDS, PLEASE SEE THE BACK COVER OF THE
PROSPECTUS

INTRODUCTION

The HighMark Core Equity Fund is a mutual fund. A mutual fund pools
shareholders' money and, using professional investment managers, invests it in
securities such as stocks and bonds. Before you look at the Fund, you should
know a few basics about investing in mutual funds.

The value of your investment in a mutual fund is based on the market prices
of the securities the mutual fund holds. These prices change daily due to
economic trends and other developments that generally affect securities
markets, as well as those that affect particular firms and other types of
issuers. These price movements, also called volatility, vary depending on the
types of securities a mutual fund owns and the markets where these securities
trade.

AS WITH OTHER INVESTMENTS, YOU COULD LOSE MONEY ON YOUR INVESTMENT IN A MUTUAL
FUND. YOUR INVESTMENT IN THE HIGHMARK CORE EQUITY FUND IS NOT A DEPOSIT OR AN
OBLIGATION OF UNION BANK OF CALIFORNIA, N.A., ITS AFFILIATES OR ANY BANK. IT IS
NOT INSURED BY THE FDIC OR ANY GOVERNMENT AGENCY.

Each HighMark Fund has its own investment goal and strategies for
reaching that goal. There is no guarantee that a Fund will achieve its goal.
Before investing, make sure that the Fund's goal matches your own.

The portfolio manager invests each Fund's assets in a way that he or she
believes will help the Fund achieve its goal. A manager's judgments about the
securities markets, economy and companies, and his or her investment
selection, may cause the Fund to underperform other funds with similar
objectives.

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[ICON] FUND SUMMARY [ICON] PERFORMANCE INFORMATION

[ICON] INVESTMENT STRATEGY [ICON] DID YOU KNOW?

[ICON] WHAT ARE THE MAIN [ICON] FUND INFORMATION
RISKS OF INVESTING
IN THIS FUND? [ICON] FEES AND EXPENSES
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<PAGE>

PROSPECTUS
HIGHMARK FUNDS

2 CORE EQUITY FUND
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[ICON] FUND SUMMARY

INVESTMENT GOAL To seek long-term capital appreciation
-----------------------------------------------------------------------
INVESTMENT FOCUS U.S. common stocks
-----------------------------------------------------------------------
PRINCIPAL INVESTMENT Attempts to identify companies with
STRATEGY strong earnings growth selling
at attractive values.
-----------------------------------------------------------------------
SHARE PRICE VOLATILITY Moderate to high
-----------------------------------------------------------------------
INVESTOR PROFILE Long-term investors seeking capital
appreciation
-----------------------------------------------------------------------

[ICON] INVESTMENT STRATEGY

HighMark Core Equity Fund seeks long-term capital appreciation. To pursue this
goal, the Fund invests at least 65% of its assets in the stocks of U.S.
companies with capitalizations similar to the S&P 500 Stock Index.

To choose stocks for the Fund, the portfolio managers follow a stock selection
strategy utilizing a proprietary quantitative methodology and fundamental
analysis. Stock selection focuses on companies that are likely to demonstrate
superior earnings growth relative to their peers, and whose equities are selling
at attractive valuations. As a result, the Fund will invest in a blend of both
"growth" and "value" stocks. Further, the Fund is diversified over a broad cross
section of economic sectors and industries. To help control risk, the managers
compare the Fund's economic sector and industry weightings to a broad index,
such as the Standard & Poor's (S&P) 500 Stock Index, and normally avoids extreme
overweighting or underweighting relative to that index.

The Fund may invest in small capitalization companies but does not expect to
invest more than 10% of its assets in such companies.

In addition to those described above, the Fund may invest in other types of
securities, including bonds. In an effort to preserve the value of your
investment under volatile market conditions, the managers may invest more than
35% of the Fund's assets in very short-term debt obligations called money market
securities. Such a strategy could make it more difficult for the Fund to achieve
its goals.

For a more complete description of the securities in which the Fund can invest,
please see "Investment Practices" on page 12.

[ICON] WHAT ARE THE MAIN
RISKS OF INVESTING IN
THIS FUND?

Your investment in the Fund may be subject to the following risks:

MARKET RISK: The possibility that the Fund's stock holdings may decline in price
because of a broad stock market decline. Markets generally move in cycles, with
periods of rising prices followed by periods of falling prices. The value of
your investment will tend to increase or decrease in response to these
movements.

INVESTMENT STYLE RISK: The possibility that the securities on which
this Fund focuses -- the stocks of those companies with capitalization similar
to those in the S&P 500 Index -- may underperform other kinds of investments or
the market as a whole.

In addition, the Fund may trade securities actively, which could increase its
transaction costs (thereby lowering its performance) and may increase the amount
of taxes you pay.

For more information about these risks, please see "Glossary of Investment
Risks" on page 15.

<PAGE>

PROSPECTUS

3
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[ICON] PERFORMANCE
INFORMATION

This section would normally include a bar chart and a table showing how the Fund
has performed and how its performance has varied from year to year. Because the
Fund had not commenced operations prior to the date of this Prospectus, the bar
chart and table are not shown.

[ICON] FEES AND EXPENSES

The following tables describe the fees and expenses you would pay if you buy and
hold Fund Shares. The first table describes the fees that you would pay directly
from your investment if you purchased or sold Fund Shares. The second table
describes the expenses you would pay indirectly if you held Fund Shares.

<TABLE>
<CAPTION>
- --------------------------------------------------------------
SHAREHOLDER FEES
- --------------------------------------------------------------
CLASS A CLASS B CLASS C
SHARES SHARES SHARES
<S> <C> <C> <C>
Maximum Sales Charge (Load)
Imposed on Purchase (as a
percentage of offering price)* 5.50% 0% 0%

Maximum Deferred Sales Charge
(Load) (as a percentage of net
asset value)** 0% 5.00% 1.00%

Redemption Fee (as a percentage
of amount redeemed,
if applicable)*** 0% 0% 0%
- --------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
- --------------------------------------------------------------
CLASS A CLASS B CLASS C
SHARES SHARES SHARES
<S> <C> <C> <C>
Investment Advisory Fees 0.60% 0.60% 0.60%
Distribution and/or Service
(12b-1) Fees 0.25% 0.75% 1.00%
Other Expenses+ 0.49% 0.49% 0.24%
----- ----- -----
TOTAL ANNUAL FUND OPERATING
EXPENSES 1.34% 1.84% 1.84%
Fee Waivers 0.15% 0% 0%
TOTAL ANNUAL FUND OPERATING
EXPENSES++ 1.19% 1.84% 1.84%
</TABLE>

*This sales charge varies depending upon how much you invest. See "How Sales
Charges Are Calculated."

**If you sell Class A Shares within one year of buying them and you purchased
those Shares without a sales charge because your initial investment was $1
million or greater, you must pay a Contingent Deferred Sales Charge of 1.00%.
See "How Sales Charges are Calculated."

***Does not include any wire transfer fees, if applicable.

+Other expenses are based on estimated amounts for the current fiscal year.

++The Fund's Adviser has agreed to contractually waive fees in order to keep
total operating expenses for Class A Shares from exceeding 1.19% for the period
beginning May 15, 2000 and ending on November 29, 2000. The Fund's total actual
operating expenses for the current fiscal year are expected to be less than the
amount shown above because additional fees are expected to be waived or
reimbursed in order to keep total operating expenses at a specified level. These
voluntary waivers or reimbursements may be discontinued at any time. With these
fee waivers, the Fund's actual operating expenses are expected to be as follows:
<TABLE>
<S> <C>
Class A Shares: 1.17%
Class B Shares: 1.82%
Class C Shares: 1.82%
</TABLE>

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EXAMPLE:
- --------------------------------------------------------------------------------

This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. It assumes that you invest
$10,000 in the Fund for the time periods indicated, that each year your
investment has a 5% return, and that the Fund's expenses remain the same.
Although your actual costs and returns may be different, your approximate costs
of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
CLASS A SHARES $665 $937

CLASS B SHARES
If you do not sell your shares: $187 $579

If you sell your shares at
the end of the period: $687 $879

CLASS C SHARES
If you do not sell your shares: $187 $579

If you sell your shares at
the end of the period: $287 $579
</TABLE>

- --------------------------------------------------------
[ICON] FUND
INFORMATION

<TABLE>
<CAPTION>
CLASS CUSIP TICKER
------------------------------------
<S> <C> <C>
CLASS A 431112770 NA
------------------------------------
CLASS B 431112762 NA
------------------------------------
CLASS C 431112754 NA
------------------------------------
</TABLE>
- --------------------------------------------------------

[ICON] DID YOU KNOW?

SMALL CAPITALIZATION COMPANIES are those companies with market capitalizations
within the range of those in the S&P 600 Small Cap Index.

MEDIUM CAPITALIZATION COMPANIES are those companies with market capitalization
within the range of those in the S&P 400 Mid-Cap Index.

LARGE CAPITALIZATION COMPANIES are those companies with market capitalization
within the range of those companies in the S&P 500 Index.

<PAGE>

PROSPECTUS
HIGHMARK FUNDS

4
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SHAREOWNER GUIDE -
HOW TO INVEST IN
THE HIGHMARK FUNDS

Before you invest, we encourage you to carefully read the Fund profile included
in this prospectus and consider if the Fund is appropriate for your particular
financial situation, risk tolerance and goals. As always, your financial
representative can provide you with valuable assistance in making this decision.
He or she can also help you choose which of the Fund share classes we offer is
right for you.

CHOOSING A SHARE CLASS

The Core Equity Fund offers different classes of Fund Shares, each of which has
different expenses and other characteristics. Three classes of Fund Shares -
Classes A, B and C - are offered in this prospectus. To choose the one that is
best suited to your needs and goals, consider the amount of money you want to
invest, how long you expect to invest it and whether you plan to make additional
investments. The following are some of the main differences between the Fund's
Class A, Class B and Class C Shares:

CLASS A

- - Front-end sales charges, as described below.

- - Distribution and service (12b-1) fees of 0.25%.

- - Because Class A Shares will normally be the better choice if your investment
qualifies for a reduced sales charge:

- Orders for Class B Shares for $250,000 or more normally should be placed
as orders for Class A Shares.

- Orders for Class C Shares for $1 million or more normally should be placed
as orders for Class A Shares.

- Orders for Class B Shares or Class C Shares by an investor eligible to
purchase Class A Shares without a front-end sales charge normally should
be placed as orders for Class A Shares.

CLASS B

- - No front-end sales charge.

- - Distribution and service (12b-1) fees of 0.75%.

- - A deferred sales charge, as described below.

- - Automatic conversion to Class A Shares after eight years, thus reducing
future annual expenses.

CLASS C

- - No front-end sales charge.

- - Distribution and service (12b-1) fees of 1.00%.

- - A deferred sales charge, as described below.

- - No automatic conversion to Class A Shares, so annual expenses continue at the
Class C level throughout the life of your investment.

FOR THE ESTIMATED EXPENSES OF EACH SHARE CLASS FOR THE CURRENT FISCAL YEAR, SEE
THE FUND PROFILE EARLIER IN THIS PROSPECTUS.

BECAUSE 12b-1 FEES ARE PAID ON AN ONGOING BASIS, CLASS B AND CLASS C
SHAREHOLDERS COULD END UP PAYING MORE EXPENSES OVER THE LONG TERM THAN IF THEY
HAD PAID A SALES CHARGE ON THEIR INITIAL INVESTMENT.

FOR INSTITUTIONAL INVESTORS ONLY: THE FUND ALSO OFFERS FIDUCIARY CLASS SHARES
WHICH HAS ITS OWN EXPENSE STRUCTURE. FIDUCIARY CLASS SHARES ARE AVAILABLE ONLY
TO FINANCIAL INSTITUTIONS, FIDUCIARY CLIENTS OF UNION BANK OF CALIFORNIA, N.A.,
AND CERTAIN OTHER QUALIFIED INVESTORS. CALL US AT 1-800-433-6884 FOR MORE
DETAILS.

FOR PURCHASES OF $1 MILLION OR GREATER, THE SALES CHARGE FOR CLASS A SHARES IS
WAIVED. AS A RESULT, IF YOU ARE MAKING AN INITIAL INVESTMENT OF $1 MILLION OR
MORE, THE LOWER OPERATING EXPENSES OF CLASS A SHARES MAY MAKE THEM A BETTER
CHOICE FOR YOU THAN CLASS B OR CLASS C SHARES.

HOW SALES CHARGES ARE CALCULATED

HighMark Funds offers different classes of Fund Shares, each of which has
different expenses and other characteristics. Three classes of Fund Shares -
Classes A, B and C - are offered in this prospectus. To choose the one that is
best suited to your needs and goals, consider the amount of money you want to
invest, how long you expect to invest it and whether you plan to make additional
investments. The following are some of the main differences between HighMark's
Class A, Class B and Class C Shares:

CLASS A SHARES: FRONT-END SALES CHARGE
EQUITY FUNDS
<TABLE>
<CAPTION>
AS A AS A
PERCENTAGE OF PERCENTAGE OF
YOUR INVESTMENT OFFERING PRICE YOUR INVESTMENT
<S> <C> <C>
0 - $49,999 5.50% 5.82%
$50,000 - $99,999 4.50% 4.71%
$100,000 - $249,999 3.75% 3.90%
$250,000 - $499,999 2.50% 2.56%
$500,000 - $999,999 2.00% 2.04%
$1,000,000 and Over 0.00%* 0.00%
</TABLE>

*If you sell Class A Shares within one year of buying them and you bought those
Shares without a sales charge because your initial investment was $1 million or
greater, you must pay a Contingent Deferred Sales Charge of 1.00%.

CLASS B AND CLASS C SHARES:
CONTINGENT DEFERRED SALES CHARGE

Class B Shares and Class C Shares are available at their net asset value per
share, without any initial sales charge. If you sell Class B Shares within six
years of buying them or Class C Shares within one year of buying them, you must
pay what is known as a "contingent deferred sales charge" (CDSC). As the

<PAGE>

PROSPECTUS

5
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tables below show, the CDSC declines over time and is based on either the
original cost you paid for the Shares or their current market value, whichever
is less. We do not impose a CDSC on Shares you may have acquired by reinvesting
your dividends or capital gains distributions.

The CDSC are as follows:

<TABLE>
<CAPTION>
CLASS B SHARES

IF SOLD WITHIN CDSC ON SHARES BEING SOLD
<S> <C>
1st year 5.00%
2nd year 4.00%
3rd or 4th year 3.00%
5th year 2.00%
6th year 1.00%
7th and 8th year 0%

</TABLE>

<TABLE>
<CAPTION>
CLASS C SHARES

IF SOLD WITHIN CDSC ON SHARES BEING SOLD
<S> <C>
1st year 1.00%
After 1st year 0%
</TABLE>

Class B Shares will automatically convert to Class A Shares after eight years.
Class C Shares do not convert to Class A Shares.

In addition, we calculate any CDSC you may owe by considering the number of
Shares you are selling, not the value of your account. To keep your CDSC as low
as possible, each time you ask us to sell Shares we will first sell any Shares
in your account that carry no CDSC. If there are not enough of these to meet
your request, we will sell those Shares that have the lowest CDSC next.

CLASS C SHARES

Even though there is no front-end sales charge, the Distributor pays a
commission equal to 1% of your purchase to your broker or financial institution.
The Distributor receives any CDSC imposed when you sell your Class C Shares.

SALES CHARGE REDUCTIONS AND WAIVERS

REDUCING YOUR CLASS A SALES CHARGES. You can combine multiple purchases of Class
A Shares in several ways to qualify for reduced sales charges. Notify us at the
time of your purchase if you believe you qualify for a reduced sales charge for
any of the following reasons:

- - RIGHT OF ACCUMULATION PRIVILEGE: You may combine the value of Class A Shares
you are presently buying with the current value of any Class A Shares you
bought previously for: (1) your account; (2) your spouse's account; (3) a
joint account with your spouse; or (4) your minor children's trust or
custodial accounts. A fiduciary who is purchasing Shares for the same
fiduciary account, trust or estate may also use this right of accumulation.

- - COMBINATION PRIVILEGE: You may combine your investment in Class A Shares of
several HighMark Funds sold subject to a comparable sales charge to qualify
for the reduced sales charge.

- - LETTER OF INTENT: If you plan to invest in Class A Shares of one HighMark
Fund and, within a 13-month period, make an additional investment in Class A
Shares of another HighMark Fund, you may be able to receive a reduced sales
charge on your cumulative investment. To take advantage of this privilege,
you must inform us in writing within 90 days of your initial purchase. Be
sure to notify us again when you make your additional investment in another
HighMark Fund.

REDUCTIONS FOR QUALIFIED GROUP(S). If you are investing with, or on behalf of, a
group, your combined purchases of Class A Shares may be eligible for a reduced
sales charge through the accumulation and combination privileges described
above. Each investor will retain an individual account.

CONTACT YOUR FINANCIAL REPRESENTATIVE OR THE DISTRIBUTOR TO FIND OUT HOW TO
QUALIFY, OR CONSULT THE STATEMENT OF ADDITIONAL INFORMATION (SEE THE BACK COVER
OF THIS PROSPECTUS FOR CONTACT INFORMATION).

FRONT-END SALES CHARGE WAIVERS: The front-end sales charge will be waived on
Class A Shares bought:

(1) Through reinvestment of dividend and capital gain distributions

(2) By investment companies advised by HighMark Capital Management, Inc., Union
Bank of California, N.A., or their affiliates; or distributed by SEI
Investments Distribution Co. or their affiliates placing orders on each
entity's behalf.

(3) By state and local governments.

(4) By individuals rolling over distributions received from employee benefit
trust accounts administered by Union Bank of California into an individual
retirement account administered by the Bank, or for which the Bank serves as
trustee or custodian. Future purchases will be subject to the appropriate
sales charge.

(5) By individuals investing the proceeds from a required minimum distribution
at age 70 1/2 from their employee benefit qualified plan or an individual
retirement account administered by Union Bank of California.

(6) By individuals investing proceeds received in connection with a distribution
paid from a Union Bank of California trust or agency account.

(7) By investment advisers or financial planners regulated by a federal or state
governmental authority who are purchasing Class A Shares for their own
account or for an account for which they are authorized to make investment
decisions (i.e., a discretionary account) and who charge a management,
consulting or other fee for their services; and clients of such investment
advisers or financial planners who place trades for their own

<PAGE>

PROSPECTUS
HIGHMARK FUNDS

6
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accounts, if the accounts are linked to the master account of the
investment adviser or financial planner on the books and records of a
broker or agent;

(8) By individuals investing proceeds they received from selling Shares of
another mutual fund (other than HighMark Funds) on which they paid a sales
charge. If you believe you qualify for this exemption, you must notify us
at the time you purchase Class A Shares and provide us with evidence such
as a confirmation of your share redemption.

(9) By brokers, dealers and agents (as well as their employees, spouses and
children under the age of 21) who have a sales agreement with the
Distributor and are purchasing Class A Shares for their own account.

(10) By individuals buying Class A Shares on behalf of a qualified prototype
retirement plan (other than an IRA, SEP-IRA or Keogh).

(11) By sponsors of a unit investment trust (UIT) who are buying Class A Shares
of HighMark Growth Fund for deposit into the UIT. This exception may also
apply to you if you hold a UIT and invest distributions you receive from
it in Class A Shares of the HighMark Growth Fund.

(12) By current or retired trustees of HighMark Funds; by directors, officers
and employees (as well as their spouses and children under the age of 21)
of Union Bank of California, SEI Investments Distribution Co. or their
affiliated companies and of Sub-Advisers to the HighMark Funds.

(13) By investors receiving Class A Shares issued in plans of reorganization,
such as mergers, asset acquisitions, and exchange offers, to which
HighMark Funds is a party.

(14) By persons who bought Class A Shares without the assistance of an
investment professional between May 15, 1998 and August 31, 1998. Such
individuals may make future purchases of Class A Shares at no sales
charge.

IF YOU THINK YOU MAY ELIGIBLE FOR A SALES CHARGE WAIVER, CONTACT THE DISTRIBUTOR
OR CONSULT THE STATEMENT OF ADDITIONAL INFORMATION (SEE THE BACK COVER OF THIS
PROSPECTUS). FOR CATEGORIES 2 THROUGH 12 AND 14 ABOVE, YOU MUST NOTIFY THE
DISTRIBUTOR AT THE TIME YOU BUY THE SHARES THAT YOUR PURCHASE QUALIFIES FOR A
SALES CHARGE WAIVER.

CDSC WAIVERS: You may qualify for a CDSC waiver if:

- - you are selling Shares as part of a systematic withdrawal plan.

- - you are taking certain distributions from a retirement plan.

- - the shareholder has died or become disabled.

YOU MUST NOTIFY US THAT YOU ARE ELIGIBLE FOR A WAIVER UNDER THESE CIRCUMSTANCES
AT THE TIME YOU WISH TO SELL SHARES.

IF YOU THINK YOU MAY BE ELIGIBLE FOR A CDSC WAIVER, CONTACT YOUR FINANCIAL
REPRESENTATIVE OR THE DISTRIBUTOR OR CONSULT THE STATEMENT OF ADDITIONAL
INFORMATION (SEE THE BACK COVER OF THIS PROSPECTUS FOR CONTACT INFORMATION).

FEES FOR DISTRIBUTION OF SHARES

HighMark Funds has adopted 12b-1 plans with respect to Class A, Class B and
Class C Shares that allow each Fund to pay distribution and service fees. The
maximum distribution and service fee for each class of Shares is as follows:

<TABLE>
<CAPTION>
PERCENTAGE OF AVERAGE
SHARE CLASS DAILY NET ASSETS
<S> <C>
Class A 0.25%
Class B 0.75%
Class C 1.00%
</TABLE>

Because 12b-1 fees are paid on an ongoing basis, Class B and Class C
shareholders could, over time, end up paying more in expenses than if they had
paid a sales charge on their initial investment.

OPENING AN ACCOUNT

1. Read this prospectus carefully.

2. Determine how much money you want to invest. The minimum investments for the
HighMark Funds are as follows:

INITIAL PURCHASE: $1,000

$250 for current and retired
trustees of HighMark Funds and
directors, officers and employees
(as well as their spouses and
children under the age of 21) of
Union Bank of California, N.A., SEI
Investments Distribution Co. and
their affiliates.

ADDITIONAL PURCHASES: $100 for each Fund

We may waive these initial and additional investment minimums for purchases
made in connection with Individual Retirement Accounts, Keoghs, payroll
deduction plans, or 401(k) or similar plans.

3. Complete the appropriate parts of the account application, carefully
following the instructions. You must submit additional documentation when
opening trust, corporate or power of attorney accounts. For more information,
please contact your financial representative or call us at 1-800-433-6884.

4. You and your financial representative can initiate any purchase, exchange or
sale of Shares.

WE RESERVE THE RIGHT TO REJECT A PURCHASE ORDER IF THE DISTRIBUTOR OR THE
ADVISER DETERMINES THAT IT IS NOT IN THE BEST INTEREST OF HIGHMARK FUNDS OR ITS
SHAREHOLDERS.

<PAGE>

PROSPECTUS

7
- --------------------------------------------------------------------------------

BUYING SHARES

- --------------------------------------------------------------------------------
BY CHECK
- --------------------------------------------------------------------------------

OPENING AN ACCOUNT

- - Make out a check for the investment amount, payable to "HighMark Funds."

- - Deliver the check and your completed application to your financial
representative, or mail them to our transfer agent (see address below).

ADDING TO AN ACCOUNT

- - Make out a check for the investment amount, payable to "HighMark Funds."

- - Fill out the detachable investment slip from your account statement. If you
do not have a slip, include a note specifying the fund name, your share
class, your account number and the name(s) in which the account is
registered.

- - Deliver the check and your investment slip or note to your financial
representative, or mail them to our transfer agent (address below).

All purchases made by check should be in U.S. dollars.

Third party checks, credit card checks or cash will not be accepted.
- --------------------------------------------------------------------------------
BY EXCHANGE
- --------------------------------------------------------------------------------

OPENING AN ACCOUNT

- - Call your financial representative or the Distributor at 1-800-433-6884 to
request an exchange.

ADDING TO AN ACCOUNT

- - Call your financial representative or the Distributor at 1-800-433-6884 to
request an exchange.

- --------------------------------------------------------------------------------
BY WIRE
- --------------------------------------------------------------------------------

OPENING AN ACCOUNT

- - Deliver your completed application to your financial representative, or mail
it to the transfer agent (address below).

- - Obtain your Fund account number by calling your financial representative or
our transfer agent.

- - Instruct your bank to wire the amount of your investment to:

State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02101
ABA# 011000028
DDA# 9905-194-8

Specify the Fund name, your choice of share class, the new Fund account number
and the name(s) in which the Fund account is registered. Your bank may charge a
fee to wire money.

ADDING TO AN ACCOUNT

- - Call our transfer agent before wiring any funds.

- - Instruct your bank to wire the amount of your investment to:

State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02101
ABA# 011000028
DDA# 9905-194-8

Specify the Fund name, your share class, your Fund account number and the
name(s) in which the Fund account is registered. Your bank may charge a fee to
wire money.

- --------------------------------------------------------------------------------
THROUGH FINANCIAL INSTITUTIONS
- --------------------------------------------------------------------------------

OPENING AN ACCOUNT

- - Call your financial institution for information on their procedures for
transmitting orders to HighMark Funds.

ADDING TO AN ACCOUNT

- - Call your financial institution for information on their procedures for
transmitting orders to HighMark Funds.

TRANSFER AGENT ADDRESS:

HighMark Funds
P.O. Box 8416
Boston, MA 02266-8416
Phone Number: 1-800-433-6884

Or contact your financial representative for instructions and assistance.

To add to an account using the Automatic Investment Plan, see "Investor
Services."

SELLING SHARES

- --------------------------------------------------------------------------------
BY LETTER
- --------------------------------------------------------------------------------

DESIGNED FOR

- - Accounts of any type.

- - Sales of any amount.

TO SELL SOME OR ALL OF YOUR SHARES

- - Write a letter indicating the Fund name, your share class, your Fund account
number, the name(s) in which the account is registered and the dollar value
or number of Shares you wish to sell.

- - Include all signatures and any guarantees that may be required (see next
page).

- - Mail the materials to our transfer agent.

- - We will mail a check to the name(s) and address in which the account is
registered, unless you give us other written instructions.

- --------------------------------------------------------------------------------
BY PHONE
- --------------------------------------------------------------------------------

DESIGNED FOR

- - Accounts of any type.

- - Sales of any amount.

<PAGE>

PROSPECTUS
HIGHMARK FUNDS

8
- --------------------------------------------------------------------------------

TO SELL SOME OR ALL OF YOUR SHARES

- - To place your order, contact your financial representative or the Distributor
at 1-800-433-6884 between 8:30 a.m. and 8:00 p.m. Eastern Time on most
business days.

- --------------------------------------------------------------------------------
BY WIRE OR ELECTRONIC FUNDS TRANSFER (EFT)
- --------------------------------------------------------------------------------

DESIGNED FOR

- - Requests by letter to sell at least $500 (accounts of any type).

- - Requests by phone to sell at least $500 (accounts of any type).

TO SELL SOME OR ALL OF YOUR SHARES

- - We will wire amounts of $500 or more on the next business day after we
receive your request.

- - If you have an account with the Fund's transfer agent (a "Fund Direct
Account"), a $15 fee will be deducted from your account.

- - Shares cannot be redeemed by wire on Federal holidays restricting wire
transfers.

- --------------------------------------------------------------------------------
BY EXCHANGE
- --------------------------------------------------------------------------------

DESIGNED FOR

- - Accounts of any type.

- - Sales of any amount.

TO SELL SOME OR ALL OF YOUR SHARES

- - Obtain a current prospectus for the Fund into which you are exchanging by
calling the Distributor or your financial representative.

- - Call the Distributor or your financial representative to request an exchange.

- --------------------------------------------------------------------------------
THROUGH FINANCIAL INSTITUTIONS
- --------------------------------------------------------------------------------

DESIGNED FOR

- - Accounts set up through financial institutions.

TO SELL SOME OR ALL OF YOUR SHARES

- - Contact your financial institution for information on their procedures for
transmitting orders to HighMark Funds.

TRANSFER AGENT ADDRESS:

HighMark Funds
P.O. Box 8416
Boston, MA 02266-8416
Phone Number: 1-800-433-6884

Or contact your financial representative for instructions and assistance.

To add to an account using the Automatic Investment Plan, see "Investor
Services."

SELLING SHARES IN WRITING. In certain circumstances, you may need to include a
signature guarantee, which protects you against fraudulent orders. You will need
a signature guarantee if:

- - you are selling more than $5,000 worth of Shares.

- - you are requesting payment other than by a check mailed to the address of
record and payable to the registered owner(s).

You should be able to obtain a signature guarantee from a bank, broker-dealer,
credit union, securities exchange or association, clearing agency or savings
association. A notary public CANNOT provide a signature guarantee.

RECEIVING YOUR MONEY. Normally, we will send you a check for your proceeds as
promptly as possible, at the latest within seven calendar days of receiving your
redemption order. If, however, you recently purchased Shares in the Fund, we may
be unable to fulfill your request if we have not yet received and processed your
payment for the initial purchase. In such a case you may need to resubmit your
redemption request after we have received payment.

REDEMPTION IN KIND. The Funds reserve the right to make payment on redemptions
in securities rather than cash.

INVOLUNTARY SALES OF YOUR SHARES. Due to the relatively high costs of handling
small investments, each Fund reserves the right to redeem your Shares at net
asset value (less any applicable contingent deferred sales charge) if your
account balance in any Fund drops below the minimum initial purchase amount for
any reason other than market fluctuation. This is more likely to occur if you
invest only the minimum amount in a Fund and then sell Shares within a fairly
short period of time. Before any Fund exercises its right to redeem your Shares,
we will notify you in writing at least 60 days in advance to give you time to
bring your account up to or above the minimum.

EXCHANGING SHARES

HOW TO EXCHANGE YOUR SHARES. You may exchange Class A, Class B or Class C Shares
of one HighMark Fund for those of another HighMark Fund (the "new Fund"),
provided that you:

- - Are qualified to invest in the new Fund.

- - Satisfy the initial and additional investment minimums for the new Fund.

- - Invest in the same share class in the new Fund as you did in the previous
Fund.

- - Maintain the minimum account balance for each HighMark Fund in which you
invest.

Your cost for buying Shares in the new Fund is based on the relative net asset
values of the Shares you are exchanging plus any applicable sales charge.

CLASS A SHARES. If you want to exchange Class A Shares of one HighMark Fund
for those of another Fund that has a higher sales charge, you must pay the
difference. The same is true if you want to exchange Class A Shares of a
no-load HighMark Money Market Fund for those of another HighMark Fund with a
sales charge. There is one exception: If you acquired Class A Shares of a
HighMark Money Market Fund in an exchange out of Class A Shares of a
non-money market HighMark Fund, you may, within a 12-month period, exchange
your Class A money

<PAGE>

PROSPECTUS

9
- --------------------------------------------------------------------------------

market Shares for those of another HighMark Fund without paying any additional
sales charge. To receive a reduced sales charge when exchanging into a Fund, you
must notify us that you originally paid a sales charge and provide us with
information confirming your qualification.

CLASS B SHARES. To calculate the Class B Shares' eight-year conversion period or
contingent deferred sales charge payable upon redemption, we combine the period
you held Class B Shares of the "old" Fund with the period you held Class B
Shares of the "new" Fund.

TRANSACTION POLICIES

VALUATION OF SHARES. The Fund's net asset value is calculated according to the
following formula:

(Total mkt. value of the Fund's investments and other
assets - any Fund liabilities)

DIVIDED BY Total number of the Fund's Shares outstanding

= Fund's net asset value

We determine the net asset value (NAV) of the Fund as of 1:00 p.m. Pacific time
(4:00 p.m. Eastern time) every business day, based on the current market price
of the Fund's securities. If that is not available, we value securities by using
a method that the Funds' Board of Trustees believes accurately reflects fair
value. Although we use the same method to determine the NAV of Class A, Class B
and Class C Shares, the NAV of the Fund's Class B and Class C Shares may be
lower than that of its Class A Shares because Class B and Class C Shares have
higher distribution expenses. For further information about how we determine the
value of the Funds' investments, see the Statement of Additional Information.

BUY AND SELL PRICES. When you buy Shares, you pay the net asset value next
determined after we receive your order, plus any applicable sales charges. When
you sell Shares, you receive the net asset value next determined after we
receive your order, minus any applicable deferred sales charges.

EXECUTION OF ORDERS. You may buy and sell Shares of the HighMark Funds on any
day when the New York Stock Exchange is open for business (hereafter referred to
as a "business day").

- - PURCHASING SHARES BY MAIL: If you mail us a purchase order, we will execute
it as soon as we have received your payment. (Note: If your check does not
clear, we will be forced to cancel your purchase and may hold you liable for
any losses or fees incurred.)

- - PURCHASING SHARES BY WIRE: If you place a purchase order by wire on any
business day, we will execute it that day, provided that you have wired the
money you wish to invest to the transfer agent prior to 1:00 p.m. PT (4:00
p.m. ET). If the transfer agent does not receive the money you plan to wire
by this deadline, we will execute your order the following business day or
whenever we have received payment.

- - SELLING SHARES: To sell Shares on any business day, you must place your
redemption order before 1:00 p.m. PT (4:00 p.m. ET). Otherwise, we will
execute your order on the following business day.

DIVIDENDS AND
DISTRIBUTIONS

As a mutual fund shareholder, you may receive capital gains and/or income from
your investment. The Fund declares and pays income dividends monthly. The Fund
distributes any net capital gains it has realized at least once a year.

We will automatically reinvest any income and capital gains distributions you
are entitled to in additional Shares of your Fund unless you notify our
Transfer Agent that you want to receive your distributions in cash. To do so,
send a letter with your request, including your name and account number to:

HighMark Funds
P.O. Box 8416
Boston, MA 02266-8416

Your request will become effective for distributions having record dates after
our Transfer Agent receives your request. Note that the IRS treats dividends
paid in additional Fund Shares the same as it treats dividends paid in cash. In
general, a Fund's Class A Shares will pay higher dividends than Class B and
Class C Shares, because Class B Shares and Class C Shares have higher
distribution fees.

TAXES

Your mutual fund investments may have a considerable impact on your tax
situation. We've summarized some of the main points you should know below. Note,
however, that the following is general information and will not apply to you if
you are investing through a tax-deferred account such as an IRA or a qualified
employee benefit plan. In addition, if you are not a resident of the United
States, you may have to pay taxes besides those described here, such as U.S.
withholding and estate taxes.

IMPORTANT NOTE: IF YOU HAVE NOT DONE SO ALREADY, BE SURE TO PROVIDE US WITH YOUR
CORRECT TAXPAYER IDENTIFICATION NUMBER OR CERTIFY THAT IS CORRECT. UNLESS WE
HAVE THAT INFORMATION, WE MUST, BY LAW, WITHHOLD 31% OF THE TAXABLE
DISTRIBUTIONS YOU WOULD OTHERWISE BE ENTITLED TO RECEIVE FROM YOUR FUND
INVESTMENTS AS WELL AS ANY PROCEEDS YOU WOULD NORMALLY RECEIVE FROM SELLING FUND
SHARES.

END-OF-YEAR TAX STATEMENTS

We will send you a statement each year showing the tax status of all your
distributions. The laws governing taxes change frequently, however, so please
consult your tax adviser for the most up-to-date information and specific
guidance regarding your particular tax situation. You can find more information
about the potential tax consequences of mutual fund investing in the Statement
of Additional Information.

<PAGE>

PROSPECTUS
HIGHMARK FUNDS

10
- --------------------------------------------------------------------------------

TAXES ON FUND
DISTRIBUTIONS

- - FEDERAL TAXES: The IRS treats any dividends and short-term capital gains you
receive from the Funds as ordinary income.

- - STATE AND LOCAL TAXES: In addition to federal taxes, you may have to pay
state and local taxes on the dividends or capital gains you receive from the
Fund.

- - TAXATION OF LONG-TERM CAPITAL GAINS: You may have to pay federal and state
taxes on any distributions of net long-term capital gains you receive from a
Fund at the long-term capital gains rate, no matter how long you've owned
Shares in the Fund. (Although some states, like California, do not have a
special rate for capital gains.)

- - "BUYING A DIVIDEND": You may owe taxes on Fund distributions even if they
represent income or capital gains the Fund earned before you invested in it
and thus were likely included in the price you paid.

TAX CONSEQUENCES OF
SELLING OR EXCHANGING
SHARES

If you sell or exchange Fund Shares, you may have to report any capital gain you
realize as income and any capital loss as a deduction on your federal income tax
return (even if the Fund invests primarily in tax-exempt securities.) For more
specific information about your own tax situation, consult your tax adviser.

The portfolio managers of the Funds do not actively consider tax consequences
when making investment decisions. From time to time, the Funds may realize
capital gains as by-products of ordinary investment activities. As a result, the
amount and timing of Fund distributions may vary considerably from year to year.

THE TAX CONSIDERATIONS DESCRIBED ABOVE MAY OR MAY NOT APPLY TO YOU. PLEASE
CONSULT YOUR TAX ADVISER TO HELP DETERMINE WHETHER THESE CONSIDERATIONS ARE
RELEVANT TO YOUR PARTICULAR INVESTMENTS AND TAX SITUATION.

INVESTOR SERVICES

AUTOMATIC INVESTMENT PLAN* (AIP): AIP allows you to make regular investments in
the Fund through automatic deductions from your checking account. The monthly
minimum per Fund is $100.** AIP is available only to current shareholders who
wish to make additional investments to their existing account(s). To participate
in AIP, complete the appropriate section on your Account Application form.

*Any shareholders who have established an Automatic Investment Plan on or before
November 30, 1999, and have elected automatic deductions from their checking or
savings accounts, may be eligible for a reduced sales charge. For further
information about the reduced sales charge, see the Statement of Additional
Information.

**There is a $50 monthly minimum for current or retired trustees of the HighMark
Funds and directors, officers, and employees (as well as their spouses and
children under the age of 21) of Union Bank of California, SEI Investments
Distribution Co., and their affiliates who were participating in HighMark's AIP
on or before December 11, 1998.

SYSTEMATIC WITHDRAWAL PLAN (SWP): HighMark's Systematic Withdrawal Plan
allows you to make regular withdrawals from your account. The minimum monthly
withdrawal is $100 per Fund. You can choose to make these withdrawals on a
monthly, quarterly, semi-annual or annual basis. You also have the option of
receiving your withdrawals by check or by automatic deposit into your bank
account.

To participate in SWP, you must:

- - Have at least $5,000 in your HighMark Fund(s) account.

- - Have your dividends automatically reinvested.

BEFORE YOU SIGN UP FOR SWP, PLEASE NOTE THE FOLLOWING IMPORTANT CONSIDERATIONS:

If your automatic withdrawals through SWP exceed the income your Fund
normally pays, your withdrawals may, over time, deplete your original
investment -- or exhaust it entirely if you make large and frequent
withdrawals. Fluctuations in the net asset value per share of your Fund may
also contribute to the depletion of your principal.

CLASS A SHAREHOLDERS SHOULD NOTE THE FOLLOWING: If you are currently making
additional purchases of HighMark Shares that carry a sales load, or plan to do
so, it generally would not be in your best interest to participate in SWP.

CLASS B SHAREHOLDERS SHOULD ALSO NOTE THE FOLLOWING: If you expect to withdraw
more than 10% of your account's current value in any single year, it may not be
in your best interest to participate in SWP because you will have to pay a
contingent deferred sales charge on Class B withdrawals of this size.

To take part in SWP, complete the appropriate section on your Account
Application form. You may change or cancel the plan at any time by sending a
written notice to our transfer agent (a signature guarantee may be required).

<PAGE>

PROSPECTUS

11
- --------------------------------------------------------------------------------

MORE ABOUT
HIGHMARK FUNDS

INVESTMENT MANAGEMENT

INVESTMENT ADVISER

HighMark Capital Management is a subsidiary of UnionBanCal Corporation, the
holding company of Union Bank of California, N.A. UnionBanCal Corporation is a
publicly held corporation, which is principally held by The Bank of
Tokyo-Mitsubishi, Ltd. As of September 30, 1999, UnionBanCal Corporation and its
subsidiaries had approximately $32 billion in consolidated assets. As of the
same date, HighMark Capital Management, had approximately $18.9 billion in
assets under management. HighMark Capital Management (and its predecessors),
with a team of approximately 50 stock and bond research analysts, portfolio
managers and traders, has been providing investment management services to
individuals, institutions and large corporations since 1917.

PORTFOLIO MANAGERS

All investment decisions for the HighMark Funds are made by a team of investment
professionals, all of whom take an active part in the decision making process.

FINANCIAL HIGHLIGHTS

Financial information for the Fiduciary Shares of the Core Equity Fund is not
presented because Shares of the Core Equity Fund were not offered prior to the
date of this Prospectus.

<PAGE>

PROSPECTUS
HIGHMARK FUNDS

12
- --------------------------------------------------------------------------------

INVESTMENT PRACTICES

The Fund invests in a variety of securities and employ a number of investment
techniques. Each security and technique involves certain risks. The following
table describes the securities and techniques the Fund uses, as well as the main
risks they pose. Equity securities are subject mainly to market risk.
Fixed-income securities are subject primarily to market, credit and prepayment
risk. Following the table is a more complete discussion of risk. You may also
consult the Statement of Additional Information for more details about the
securities in which the Fund may invest.

<TABLE>
<CAPTION>
INSTRUMENT RISK TYPE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
AMERICAN DEPOSITORY RECEIPTS (ADRS): ADRs are foreign Shares of a Market
company held by a U.S. bank that issues a receipt evidencing Political
ownership. ADRs pay dividends in U.S. dollars. Foreign Investment
- ---------------------------------------------------------------------------------------------------------------------------
BANKERS' ACCEPTANCES: Bills of exchange or time drafts drawn Credit
on and accepted by a commercial bank. They generally have Liquidity
maturities of six months or less. Market
- ---------------------------------------------------------------------------------------------------------------------------
CALL AND PUT OPTIONS: A call option gives the buyer the right to Management
buy, and obligates the seller of the option to sell, a security at a Liquidity
specified price. A put option gives the buyer the right to sell, Credit
and obligates the seller of the option to buy, a security at a specified Market
price. The Funds will sell only covered call and secured put options. Leverage
- ---------------------------------------------------------------------------------------------------------------------------
CERTIFICATES OF DEPOSIT: Negotiable instruments Market
with a stated maturity. Credit
Liquidity
- ---------------------------------------------------------------------------------------------------------------------------
COMMERCIAL PAPER: Secured and unsecured short-term Credit
promissory notes issued by corporations and other entities. Liquidity
Their maturities generally vary from a few days to nine months. Market
- ---------------------------------------------------------------------------------------------------------------------------
COMMON STOCK: Shares of ownership of a company. Market
- ---------------------------------------------------------------------------------------------------------------------------
CONVERTIBLE SECURITIES: Bonds or preferred stock that convert Market
to common stock. Credit
- ---------------------------------------------------------------------------------------------------------------------------
DEMAND FEATURES: Securities that are subject to puts and standby Market
commitments to purchase the securities at a fixed price Liquidity
(usually with accrued interest) within a fixed period of time Management
following demand by a Fund.
- ---------------------------------------------------------------------------------------------------------------------------
DERIVATIVES: Instruments whose value is derived from an underlying Management
contract, index or security, or any combination thereof, including Market
futures, options (e.g., put and calls), options on futures, swap Credit
agreements, and some mortgage-backed securities. Liquidity
Leverage
- ---------------------------------------------------------------------------------------------------------------------------
FUTURES AND RELATED OPTIONS: A contract providing for the future sale Management
and purchase of a specific amount of a specific security, class of securities, Market
or index at a specified time in the future and at a specified price. The Credit
aggregate value of options on securities (long puts and calls) will not Liquidity
exceed 10% of a HighMark Equity Fund's net assets at the time Leverage
it purchases the options. Each EquityFund will limit obligations under
futures, options on futures, and options on securities to no more than 25%
of the Fund's assets. The HighMark Fixed Income Funds may invest in
futures and options on futures for the purpose of achieving their
objectives and for adjusting their portfolio's duration. Each of these
Funds will limit their obligations under futures contracts and related
options to no more than 10% of its assets.
- ---------------------------------------------------------------------------------------------------------------------------
<PAGE>

PROSPECTUS

13
- --------------------------------------------------------------------------------

<CAPTION>
INSTRUMENT RISK TYPE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
ILLIQUID SECURITIES: Securities that ordinarily cannot be Liquidity
sold within seven business days at the value the Fund Market
has estimated for them. Each Fund may invest up to
15% of its net assets in illiquid securities.
- ---------------------------------------------------------------------------------------------------------------------------
INDEX-BASED SECURITIES: Index-based securities such as Standard & Poor's Market
Depository Receipts ("SPDRs") and NASDAQ-100 Index Tracking Stock
("NASDAQ 100s"), represent ownership in a long-term unit investment trust
that holds a portfolio of common stocks designed to track the price performance
and dividend yield of an index, such as the S&P 500 Index or the NASDAQ-100
Index. Index-based securities entitle a holder to receive proportionate
quarterly cash distributions corresponding to the dividends that accrue to the
index stocks in the underlying portfolio, less trust expenses.
- ---------------------------------------------------------------------------------------------------------------------------
INVESTMENT COMPANY SECURITIES: Shares of registered investment Market
companies. These may include HighMark Money Market Funds and other
registered investment companies for which HighMark, its sub-advisers, or any of
their affiliates serves as investment adviser, administrator or distributor.
Each of the Funds may invest up to 5% of its assets in the Shares of any one
registered investment company. A Fund may not, however, own more than 3% of the
securities of any one registered investment company or invest more than 10% of
its assets in the Shares of other registered investment companies. As a
shareholder of an investment company, a Fund will indirectly bear investment
management fees of that investment company, which are in addition to the
management fees the fund pays its own adviser.
- ---------------------------------------------------------------------------------------------------------------------------
MONEY MARKET INSTRUMENTS: Investment-grade, U.S. dollar-denominated Market
debt securities with remaining maturities of one year or less. These Credit
may include short-term U.S. government obligations, commercial
paper and other short-term corporate obligations, repurchase agreements
collateralized with U.S. government securities, certificates of deposit,
bankers' acceptances, and other financial institution obligations. These
securities may carry fixed or variable interest rates.
- ---------------------------------------------------------------------------------------------------------------------------
PREFERRED STOCKS: Equity securities that generally pay dividends at a Market
specified rate and take precedence over common stock in the payment of
dividends or in the event of liquidation. Preferred stock
generally does not carry voting rights.
- ---------------------------------------------------------------------------------------------------------------------------
REPURCHASE AGREEMENTS: The purchase of a security and the simultaneous Market
commitment to return the security to the seller at an agreed upon Leverage
price on an agreed upon date. This is treated as a loan.
- ---------------------------------------------------------------------------------------------------------------------------
REVERSE REPURCHASE AGREEMENTS: The sale of a security and the Market
simultaneous commitment to buy the security back at an agreed Leverage
upon price on an agreed upon date. This is treated as a borrowing
by a Fund.
- ---------------------------------------------------------------------------------------------------------------------------
RESTRICTED SECURITIES: Securities not registered under the Securities Liquidity
Act of 1933, such as privately placed commercial paper and Market
Rule 144A securities.
- ---------------------------------------------------------------------------------------------------------------------------

<PAGE>

PROSPECTUS
HIGHMARK FUNDS

14
- --------------------------------------------------------------------------------

<CAPTION>
INSTRUMENT RISK TYPE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
SECURITIES LENDING: The lending of up to 33 1/3% of the Fund's total Market
assets. In return the Fund will receive cash, other securities and/or Leverage
letters of credit. Liquidity
Credit
- ---------------------------------------------------------------------------------------------------------------------------
SMALL CAPITALIZATION COMPANIES: Those companies with market Market
capitalization within the range of those in the S&P 600 Small Cap Index. Small - Company Stock
- ---------------------------------------------------------------------------------------------------------------------------
TIME DEPOSITS: Non-negotiable receipts issued by a bank in Liquidity
exchange for a deposit of money. Credit
Market
- ---------------------------------------------------------------------------------------------------------------------------
TREASURY RECEIPTS: Treasury receipts, Treasury investment growth Market
receipts, and certificates of accrual of Treasury securities.
- ---------------------------------------------------------------------------------------------------------------------------
UNIT INVESTMENT TRUSTS: A type of investment vehicle, registered Market
with the Securities and Exchange Commission under the Investment
Company Act of 1940, that purchases a fixed portfolio of income-producing
securities, such as corporate, municipal, or government bonds, mortgage-backed
securities, or preferred stock. Unit holders receive an undivided interest in
both the principal and the income portion of the portfolio in proportion to the
amount of capital they invest. The portfolio of securities remains fixed until
all the securities mature and unit holders have recovered their principal.
- ---------------------------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT AGENCY SECURITIES: Securities issued by agencies and Market
instrumentalities of the U.S. government. These include Ginnie Mae, Credit
Fannie Mae, and Freddie Mac.
- ---------------------------------------------------------------------------------------------------------------------------
U.S. TREASURY OBLIGATIONS: Bills, notes, bonds, separately traded registered Market
interest and principal securities, and coupons under bank entry safekeeping.
- ---------------------------------------------------------------------------------------------------------------------------
WARRANTS: Securities that give the holder the right to buy a proportionate Market
amount of common stock at a specified price. Warrants are typically Credit
issued with preferred stock and bonds.
- ---------------------------------------------------------------------------------------------------------------------------
WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS: Market
A purchase of, or contract to purchase, securities at a fixed price for Leverage
delivery at a future date. The portfolio managers of each Fund expect Liquidity
that commitments to enter into forward commitments or purchase Credit
when-issued securities will not exceed 25% of the Fund's total assets.
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

PROSPECTUS

15
- --------------------------------------------------------------------------------

GLOSSARY OF
INVESTMENT RISKS

This section discusses the risks associated with the securities and investment
techniques listed above, as well as the risks mentioned under the heading "What
are the main risks of investing in this Fund?" in each Fund profile. Because of
these risks, the value of the securities held by the Funds may fluctuate, as
will the value of your investment in the Funds. Certain types of investments and
Funds are more susceptible to these risks than others.

CREDIT RISK. The risk that the issuer of a security, or the counterparty to a
contract, will default or otherwise become unable to honor a financial
obligation. Generally speaking, the lower a security's credit rating, the higher
its credit risk. If a security's credit rating is downgraded, its price tends to
decline sharply, especially as it becomes more probable that the issuer will
default.

FOREIGN INVESTMENT RISK. Compared with investing in the United States, investing
in foreign markets involves a greater degree and variety of risk. Investors in
foreign markets may face delayed settlements, currency controls and adverse
economic developments as well as higher overall transaction costs. In addition,
fluctuations in the U.S. dollar's value versus other currencies may erode or
reverse gains from investments denominated in foreign currencies or widen
losses. For instance, foreign governments may limit or prevent investors from
transferring their capital out of a country. This may affect the value of your
investment in the country that adopts such currency controls. Exchange rate
fluctuations also may impair an issuer's ability to repay U.S. dollar
denominated debt, thereby increasing credit risk of such debt. Finally, the
value of foreign securities may be affected by incomplete or inaccurate
financial information about their issuers, social upheavals or political actions
ranging from tax code changes to governmental collapse. These risks are greater
in the emerging markets than in the developed markets of Europe and Japan.

HEDGING. When a derivative (a security whose value is based on that of another
security or index) is used as a hedge against an opposite position that a fund
holds, any loss on the derivative should be substantially offset by gains on the
hedged investment, and vice versa. Although hedging can be an effective way to
reduce a Fund's risk, it may not always be possible to perfectly offset one
position with another. As a result, there is no assurance that a Fund's hedging
transactions will be effective.

INTEREST RATE RISK. The risk that debt prices overall will decline over short or
even long periods due to rising interest rates. Interest rate risk should be
modest for shorter-term securities, moderate for intermediate-term securities,
and high for longer-term securities. Generally, an increase in the average
maturity of a Fund will make it more sensitive to interest rate risk.

LEVERAGE RISK. The risk associated with securities or investment practices that
magnify small index or market movements into large changes in value. Leverage is
often associated with investments in derivatives, but also may be embedded
directly in the characteristics of other securities.

LIQUIDITY RISK. The risk that a security may be difficult or impossible to sell
at the time and price the seller wishes. The seller may have to accept a lower
price for the security, sell other securities instead, or forego a more
attractive investment opportunity. All of this could hamper the management or
performance of a Fund.

MANAGEMENT RISK. The risk that a strategy used by a Fund's portfolio manager may
fail to produce the intended result. This includes the risk that changes in the
value of a hedging instrument will not match those of the asset being hedged.

MARKET RISK. The risk that a security's market value may decline, sometimes
rapidly and unpredictably. These fluctuations may cause a security to be worth
less than the price the investor originally paid for it, or less than it was
worth at an earlier time. Market risk may affect a single issuer, industrial
sector or the market as a whole. For fixed-income securities, market risk is
largely influenced by changes in interest rates. Rising interest rates typically
cause the value of bonds to decrease, while falling rates typically cause the
value of bonds to increase.

POLITICAL RISK. The risk of investment losses attributable to unfavorable
governmental or political actions, seizure of foreign deposits, changes in tax
or trade statutes, and governmental collapse and war.

SMALL-COMPANY STOCK RISK. Investing in small companies is generally more risky
than investing in large companies, for a variety of reasons. Many small
companies are young and have limited track records. They also may have limited
product lines, markets or financial resources. They may, in addition, be more
vulnerable to adverse business or economic developments than larger companies.
Stocks issued by small companies tend to be less liquid and more volatile than
stocks of larger companies or the market averages in general. In addition, small
companies may not be well-known to the investing public, may not have
institutional ownership, and may have only cyclical, static, or moderate growth
prospects. If a fund concentrates on small companies, its performance may be
more volatile than that of a fund that invests primarily in larger companies.

<PAGE>

PROSPECTUS
HIGHMARK FUNDS

16
- --------------------------------------------------------------------------------

NOTES

<PAGE>

[LOGO] HIGHMARK-SM-
FUNDS

445 South Figueroa Street, Suite 306
Los Angeles, CA 90071

www.highmarkfunds.com

- --------------------------------------------------------------------------------

HIGHMARK FUNDS SERVICE PROVIDERS:

INVESTMENT ADVISER
HighMark Capital Management, Inc.
475 Sansome Street
San Francisco, CA 94104

CUSTODIAN
Union Bank of California, N.A.
475 Sansome Street
San Francisco, CA 94104

ADMINISTRATOR & DISTRIBUTOR
SEI Investments Mutual Funds Services
SEI Investments Distribution Co.
1 Freedom Valley Drive
Oaks, PA 19456

LEGAL COUNSEL
Ropes & Gray
One Franklin Square
1301 K Street, N.W., Suite 800 East
Washington, D.C. 20005

AUDITORS
Deloitte & Touche LLP
1111 Broadway
Suite 2100
Oakland, CA 94607

HOW TO OBTAIN MORE INFORMATION:

STATEMENT OF ADDITIONAL INFORMATION (SAI)
More detailed information about the HighMark Funds is included in our SAI. The
SAI has been filed with the SEC and is incorporated by reference into this
prospectus. This means that the SAI, for legal purposes, is a part of this
prospectus.

ANNUAL AND SEMI-ANNUAL REPORTS
These reports list the Funds' holdings and contain information on the market
conditions and investment strategies that significantly affected the HighMark
Funds' performance during the last year.

To obtain the SAI, the Annual or Semi-Annual Reports free of charge, or for more
information:

BY TELEPHONE: call 1-800-433-6884

BY MAIL: write to us at
SEI Investments Distribution Co.
1 Freedom Valley Drive
Oaks, PA 19456

BY INTERNET: www.highmarkfunds.com

FROM THE SEC: You can also obtain the SAI, the Annual and Semi-Annual Reports,
and other information about the HighMark Funds, from the SEC's Web site
(http://www.sec.gov). You may review and copy documents at the SEC Public
Reference Room in Washington, DC (for information call 1-800-SEC-0330). You may
request documents by mail from the SEC, upon payment of a duplicating fee, by
writing to:Securities and Exchange Commission, Public Reference Section, 450 5th
Street, NW., Washington, DC 20549-6009.

HighMark Funds' Investment Company Act registration number is 811-05059.

80020 - R (5/00)
<PAGE>

CORE
EQUITY FUND
- --------------------------------------------------------------------------------
FIDUCIARY SHARES
PROSPECTUS

[LOGO] HIGHMARK-SM-
FUNDS

<PAGE>

PROSPECTUS

1
- --------------------------------------------------------------------------------

HOW TO READ
THIS PROSPECTUS

HighMark Funds is a mutual fund family that offers different classes of Shares
in separate investment portfolios (Funds). The Funds have various investment
goals and strategies. This prospectus gives you important information about the
Fiduciary Shares of the HighMark Core Equity Fund that you should know before
investing. The Fund also offers Class A, Class B and Class C Shares in a
separate prospectus.

FUND PROFILE
Core Equity Fund .........................................2

SHAREOWNER GUIDE - HOW TO INVEST IN THE FUND
Choosing a Share Class ...................................4
Opening an Account .......................................4
Buying Shares ............................................5
Selling Shares ...........................................5
Exchanging Shares ........................................5
Transaction Policies .....................................5
Dividends and Distributions ..............................6
Taxes ....................................................6
Investor Services ........................................7

MORE ABOUT THE FUND
Investment Management ....................................7
Financial Highlights .....................................7
Investment Practices .....................................8
Glossary of Investment Risks ............................11

FOR MORE INFORMATION ABOUT HIGHMARK FUNDS, PLEASE SEE THE BACK COVER OF THE
PROSPECTUS

INTRODUCTION

The HighMark Core Equity Fund is a mutual fund. A mutual fund pools
Shareholders' money and, using professional investment managers, invests it in
securities such as stocks and bonds. Before you look at the Fund, you should
know a few basics about investing in mutual funds.

AS WITH OTHER INVESTMENTS, YOU COULD LOSE MONEY ON YOUR INVESTMENT IN A
MUTUAL FUND. YOUR INVESTMENT IN THE HIGHMARK CORE EQUITY FUND IS NOT A
DEPOSIT OR AN OBLIGATION OF UNION BANK OF CALIFORNIA, N.A., ITS AFFILIATES OR
ANY BANK. IT IS NOT INSURED BY THE FDIC OR ANY GOVERNMENT AGENCY.

Each HighMark Fund has its own investment goal and strategies for reaching
that goal. There is no guarantee that the Fund will achieve its goal. Before
investing, make sure that the Fund's goal matches your own.

The portfolio managers invest the Fund's assets in a way that he or she
believes will help the Fund achieve its goal. A manager's judgments about the
securities markets, economy and companies, and his or her method of
investment selection, may cause the Fund to underperform other funds with
similar objectives.

- --------------------------------------------------------------------------------
[ICON] FUND SUMMARY [ICON] PERFORMANCE INFORMATION

[ICON] INVESTMENT STRATEGY [ICON] DID YOU KNOW?

[ICON] WHAT ARE THE MAIN [ICON] FUND INFORMATION
RISKS OF INVESTING
IN THIS FUND? [ICON] FEES AND EXPENSES
- --------------------------------------------------------------------------------

<PAGE>

PROSPECTUS
HIGHMARK FUNDS

2 CORE EQUITY FUND
- --------------------------------------------------------------------------------

[ICON] FUND SUMMARY

INVESTMENT GOAL To seek long-term capital appreciation
-----------------------------------------------------------------------
INVESTMENT FOCUS U.S. common stocks
-----------------------------------------------------------------------
PRINCIPAL INVESTMENT STRATEGY Attempts to identify companies with
strong earnings growth selling at
attractive values.
-----------------------------------------------------------------------
SHARE PRICE VOLATILITY Moderate to high
-----------------------------------------------------------------------
INVESTOR PROFILE Long-term investors seeking capital
appreciation
-----------------------------------------------------------------------

[ICON] INVESTMENT STRATEGY

The Fund may invest in small capitalization companies but does not expect to
invest more than 10% of its assets in such companies.

For a more complete description of the securities in which the Fund can invest,
please see "Investment Practices" on page 8.

[ICON] WHAT ARE THE MAIN
RISKS OF INVESTING
IN THIS FUND?

Your investment in the Fund may be subject to the following risks:

INVESTMENT STYLE RISK: The possibility that the securities on which this Fund
focuses -- the stocks of those companies with capitalization similar to those in
the S&P 500 Index -- may underperform other kinds of investments or the market
as a whole.

In addition, the Fund may trade securities actively, which could increase its
transaction costs (thereby lowering its performance) and may increase the amount
of taxes you pay.

For more information about these risks, please see "Glossary of Investment
Risks" on page 11.

<PAGE>

PROSPECTUS

3
- --------------------------------------------------------------------------------

[ICON] PERFORMANCE
INFORMATION

- --------------------------------------------------------------------------------
[ICON] FUND
INFORMATION

<TABLE>
<CAPTION>
Class CUSIP Ticker
----------------------------------------
<S> <C> <C>
Fiduciary 431112788 NA
</TABLE>

[ICON] FEES AND EXPENSES

The following tables describe the fees and expenses you would pay if you buy and
hold Fund Shares. The first table describes the fees that you would pay directly
from your investment if you bought or sold Fund Shares. The second table
describes the expenses you would pay indirectly if you held Fund Shares.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
SHAREHOLDER FEES
- --------------------------------------------------------------------------------
FIDUCIARY
SHARES
<S> <C>
Maximum Sales Charge (Load) Imposed
on Purchase (as a percentage of offering price) 0%
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value) 0%
Redemption Fee (as a percentage of
amount redeemed, if applicable)* 0%

- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
- --------------------------------------------------------------------------------
FIDUCIARY
SHARES
<S> <C>
Investment Advisory Fees 0.60%
Distribution and/or Service (12b-1) Fees 0.00%
Other Expenses** 0.49%
-----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.09%
Fee Waiver 0.15%
TOTAL ANNUAL FUND OPERATING EXPENSES+ 0.94%
</TABLE>

*Does not include any wire transfer fees, if applicable.

**Other expenses are based on estimated amounts for the current fiscal year.

+The Fund's Adviser has agreed to contractually waive fees in order to keep
total operating expenses for Fiduciary Shares from exceeding 0.94% for the
period beginning May 15, 2000 and ending on November 29, 2000. The Fund's total
actual operating expenses for the current fiscal year are expected to be less
than the amount shown above because additional fees are expected to be waived or
reimbursed in order to keep total operating expenses at a specified level. These
voluntary waivers or reimbursements may be discontinued at any time. With these
fee waivers, the Fund's actual operating expenses are expected to be as follows:

Fiduciary Shares: 0.92%

- --------------------------------------------------------------------------------
EXAMPLE:
- --------------------------------------------------------------------------------
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. It assumes that you invest
$10,000 in the Fund for the time periods indicated, that each year your
investment has a 5% return and that the Fund's expenses remain the same.
Although your actual costs and returns may be different, your approximate costs
of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
-------- ---------
<S> <C> <C>
Fiduciary Shares $96 $332
</TABLE>

- --------------------------------------------------------------------------------
[ICON] DID YOU KNOW?

SMALL CAPITALIZATION COMPANIES are those companies with market capitalizations
within the range of those in the S&P 600 Small Cap Index.

MEDIUM CAPITALIZATION COMPANIES are those companies with market capitalization
within the range of those in the S&P 400 Mid-Cap Index.

LARGE CAPITALIZATION COMPANIES are those companies with market capitalization
within the range of those companies in the S&P 500 Index.
- --------------------------------------------------------------------------------

<PAGE>

PROSPECTUS
HIGHMARK FUNDS

4
- --------------------------------------------------------------------------------

SHAREOWNER GUIDE -
HOW TO INVEST IN
THE HIGHMARK FUNDS

CHOOSING A SHARE CLASS

The Core Equity Fund currently offers different classes of Fund Shares, each of
which has different expenses and other characteristics. Only one class of Fund
Shares, Fiduciary Shares, is offered in this prospectus. To choose the one that
is best suited to your needs and goals, consider the amount of money you want to
invest, how long you expect to invest it and whether you plan to make additional
investments. The following are some of the main characteristics of the Fund's
Fiduciary Shares.

FIDUCIARY SHARES

- - No sales charge.

- - No Distribution (12b-1) fees.

- - Available only to the following investors and accounts:

- Fiduciary, advisory, agency, custodial and other similar accounts maintained
with Union Bank of California, N.A., or its affiliates;

- Non-fiduciary IRA accounts investing in a HighMark Equity or Fixed Income
Fund that were established with The Bank of California, N.A., prior to
June 20, 1994, and have remained open since then;

- Investors who currently own Shares of a HighMark Equity or Fixed Income
Funds that they purchased prior to June 20, 1994 within an account
registered in their name with the Funds;

- Current and retired trustees of the HighMark Funds and directors, officers
and employees (and their spouses and children under the age of 21) of Union
Bank of California, N.A., of HighMark Funds' current or former distributors
or of their respective affiliated companies who currently own Shares of
HighMark Funds that they purchased before April 30, 1997;

- Registered investment advisers who are regulated by a federal or state
governmental authority, or financial planners who are purchasing Fiduciary
Shares for an account for which they are authorized to make investment
decisions (i.e., a discretionary account) and who are compensated by their
clients on the basis of an ad valorem fee;

- Retirement and other benefit plans sponsored by governmental entities; and

- Financial Institutions that may buy Shares on their own account or as record
owner on behalf of fiduciary, agency or custodial accounts, with a minimum
investment of $1,000,000 per Fund.

FOR THE ESTIMATED EXPENSES OF THE FIDUCIARY SHARES FOR THE CURRENT FISCAL YEAR,
SEE THE FUND PROFILE EARLIER IN THIS PROSPECTUS. CALL US AT 1-800-433-6884 FOR
MORE DETAILS.

THE FUND ALSO OFFERS CLASS A, CLASS B AND CLASS C SHARES (COLLECTIVELY "RETAIL
SHARES"). EACH OF THESE CLASSES HAS ITS OWN EXPENSE STRUCTURE. RETAIL SHARES ARE
AVAILABLE TO NON-FIDUCIARY CLIENTS OF UNION BANK OF CALIFORNIA, N.A., WHO ARE
NOT OTHERWISE ELIGIBLE FOR FIDUCIARY SHARES.

OPENING AN ACCOUNT

1. Read this prospectus carefully.

2. Determine how much money you want to invest. The minimum investments for the
HighMark Funds are as follows:

<TABLE>
<S> <C>
INITIAL PURCHASE: $1,000

$250 for current and retired
trustees of HighMark Funds and
directors, officers and employees
(as well as their spouses and
children under the age of 21) of
Union Bank of California, N.A.,
SEI Investments Distribution Co.
and their affiliates.

ADDITIONAL PURCHASES: $100
</TABLE>

We may waive these initial and additional investment minimums for purchases
made in connection with Individual Retirement Accounts, Keoghs, payroll
deduction plans or 401(k) or similar plans.

4. You and your financial representative can initiate any purchase, exchange or
sale of Shares.

WE RESERVE THE RIGHT TO REJECT A PURCHASE ORDER IF WE DETERMINE THAT IT IS NOT
IN THE BEST INTEREST OF HIGHMARK FUNDS OR ITS SHAREHOLDERS.

<PAGE>

PROSPECTUS

5
- --------------------------------------------------------------------------------

BUYING SHARES

- --------------------------------------------------------------------------------
THROUGH FINANCIAL INSTITUTIONS
- --------------------------------------------------------------------------------
Call your financial institution for information on their procedures for
transmitting orders to HighMark Funds.

- --------------------------------------------------------------------------------
BY EXCHANGE
- --------------------------------------------------------------------------------
Call us at 1-800-433-6884 or contact your financial representative to request an
exchange.

SELLING SHARES

- --------------------------------------------------------------------------------
THROUGH FINANCIAL INSTITUTIONS
- --------------------------------------------------------------------------------
- - Contact your financial institution to find out more about their procedures for
transmitting orders to HighMark Funds.

- --------------------------------------------------------------------------------
BY EXCHANGE
- --------------------------------------------------------------------------------
- - Obtain a current prospectus for the Fund into which you are exchanging by
calling us or contacting your financial representative.

- - Call us or contact your financial representative to request an exchange.

TRANSFER AGENT ADDRESS:

HighMark Funds
P.O. Box 8416
Boston, MA 02266-8416
Phone Number: 1-800-433-6884

Or contact your financial representative for instructions and assistance.

To add to an account using the Automatic Investment Plan, see "Investor
Services."

SELLING SHARES IN WRITING. In certain circumstances, you may need to include a
signature guarantee, which protects you against fraudulent orders. You will need
a signature guarantee if:

- - you are selling more than $5,000 worth of Shares.

- - you are requesting payment other than by a check mailed to the address of
record and payable to the registered owner(s).

REDEMPTION IN KIND. The Fund reserves the right to make payment on redemptions
in securities rather than cash.

INVOLUNTARY SALES OF YOUR SHARES. Due to the relatively high costs of handling
small investments, the Fund reserves the right to redeem your Shares at net
asset value (less any applicable contingent deferred sales charge) if your
account balance in the Fund drops below the minimum initial purchase amount for
any reason other than market fluctuation. This is more likely to occur if you
invest only the minimum amount in the Fund and then sell some of your Shares
soon after. Before the Fund will exercise its right to redeem your Shares, we
will notify you in writing at least 60 days in advance to give you time to bring
your balance up to or above the minimum.

EXCHANGING SHARES

HOW TO EXCHANGE YOUR SHARES. You may exchange Fiduciary Shares of the Fund for
Fiduciary Shares of another HighMark Fund (the "new Fund"), provided that you:

- - Are qualified to invest in the new Fund.

- - Satisfy the initial and additional investment minimums for the new Fund.

- - Invest in the same Share class in the new Fund as you did in the previous
Fund.

- - Maintain the minimum account balance for each HighMark Fund in which you
invest.

Your cost for buying Shares in the new Fund is based on the relative net asset
values of the Shares you are exchanging. You may also exchange your Fiduciary
Shares of a Fund for Class A, Class B or Class C Shares of another HighMark
Fund. In that case, your cost for buying Shares in the new Fund is based on the
relative net asset value of the Shares you are exchanging plus any applicable
sales charge.

TRANSACTION POLICIES

VALUATION OF SHARES. The Fund's net asset value is calculated according to the
following formula:

(Total mkt. value of the Fund's investments and other
assets - any Fund liabilities)

DIVIDED BY Total number of the Fund's Shares outstanding

= Fund's net asset value

BUY AND SELL PRICES. When you buy Shares, the number of Shares you receive is
based on the net asset value next

<PAGE>

PROSPECTUS
HIGHMARK FUNDS

6
- --------------------------------------------------------------------------------

determined after we receive your order. When you sell Shares, the amount of your
proceeds are based on the net asset value next determined after we receive your
order.

EXECUTION OF ORDERS. You may buy and sell Shares of the Fund on any day when the
New York Stock Exchange is open for business (hereafter referred to as a
"business day").

- - PURCHASING SHARES BY MAIL: If you mail us a purchase order, we will execute it
as soon as we have received your payment. (Note: If your check does not clear,
we will be forced to cancel your purchase and may hold you liable for any
losses or fees incurred.)

- - PURCHASING SHARES BY WIRE: If you place a purchase order by wire on any
business day, we will execute it that day, provided that you have wired the
money you wish to invest to the transfer agent prior to 1:00 p.m. PT
(4:00 p.m. ET). If the transfer agent does not receive the money you plan to
wire by this deadline, we will execute your order the following business day
or whenever we have received your order and/or payment.

- - SELLING SHARES: To sell Shares on any one business day, you must place your
redemption order before 1:00 p.m. PT (4:00 p.m. ET). Otherwise, we will
execute your order the following business day.

DIVIDENDS AND
DISTRIBUTIONS

As a mutual fund Shareholder, you may receive capital gains and/or income from
your investment. The Fund declares and pays income dividends monthly. The Fund
distributes any net capital gains it has realized at least once a year.

HighMark Funds
P.O. Box 8416
Boston, MA 02266-8416

TAXES

IMPORTANT NOTE: IF YOU HAVE NOT DONE SO ALREADY, BE SURE TO PROVIDE US WITH YOUR
CORRECT TAXPAYER IDENTIFICATION NUMBER OR CERTIFY THAT IT IS CORRECT. UNLESS WE
HAVE THAT INFORMATION, WE MUST BY LAW, WITHHOLD 31% OF THE TAXABLE DISTRIBUTIONS
YOU WOULD OTHERWISE BE ENTITLED TO RECEIVE FROM YOUR FUND INVESTMENTS AS WELL AS
ANY PROCEEDS YOU WOULD NORMALLY RECEIVE FROM SELLING FUND SHARES.

END-OF-YEAR TAX STATEMENTS

TAXES ON FUND
DISTRIBUTIONS

- - FEDERAL TAXES: The IRS treats any dividends and short-term capital gains you
receive from the Funds as ordinary income.

- - STATE AND LOCAL TAXES: In addition to federal taxes, you may have to pay state
and local taxes on the dividends or capital gains you receive from the Fund.

TAX CONSEQUENCES OF
SELLING OR EXCHANGING
SHARES

If you sell or exchange Fund Shares, you may have to report any capital gain you
realize as income and any capital loss as a deduction on your federal income tax
return. For more specific information about your own tax situation, consult your
tax adviser.

The portfolio managers of the Fund do not actively consider tax consequences
when making investment decisions. From time to time, the Fund may realize
capital gains as by-products of ordinary investment activities. As a result, the
amount and timing of Fund distributions may vary considerably from year to year.

<PAGE>

PROSPECTUS

7
- --------------------------------------------------------------------------------

INVESTOR SERVICES

AUTOMATIC INVESTMENT PLAN (AIP): AIP allows you to make regular investments in
the HighMark Fund(s) of your choice through automatic deductions from your
checking account. The monthly minimum per Fund is $100.* AIP is available only
to current Shareholders who wish to make additional investments to their
existing account(s). To participate in AIP, complete the appropriate section on
your Account Application form.

* There is a $50 monthly minimum for current or retired trustees of the HighMark
Funds and directors, officers, and employees (as well as their spouses and
children under the age of 21) of Union Bank of California, SEI Investments
Distribution Co., and their affiliates who were participating in HighMark's AIP
on or before December 11, 1998.

SYSTEMATIC WITHDRAWAL PLAN (SWP): HighMark's Systematic Withdrawal Plan allows
you to make regular withdrawals from your account. The minimum monthly
withdrawal is $100 per Fund. You can choose to make these withdrawals on a
monthly, quarterly, semi-annual or annual basis. You also have the option of
receiving your withdrawals by check or by automatic deposit into your bank
account.

To participate in SWP, you must:

- - Have at least $5,000 in your HighMark Fund(s) account.

- - Have your dividends automatically reinvested.

BEFORE YOU SIGN UP FOR SWP, PLEASE NOTE THE FOLLOWING IMPORTANT CONSIDERATIONS:

If your automatic withdrawals through SWP exceed the income your Fund(s)
normally pay, your withdrawals may, over time, deplete your original
investment--or exhaust it entirely if you make large and frequent withdrawals.
Fluctuations in the net asset value per Share of your Fund(s) may also deplete
your principal.

To take part in SWP, complete the appropriate section on your Account
Application form. You may change or cancel the plan at any time by sending a
written notice to our Transfer Agent (which may require a signature guarantee).

MORE ABOUT
HIGHMARK FUNDS

INVESTMENT MANAGEMENT

INVESTMENT ADVISER

HighMark Capital Management, Inc., serves as investment adviser of the HighMark
Funds and manages their investment portfolios on a day-to-day basis under the
supervision of HighMark Funds' Board of Trustees. HighMark Capital Management is
a subsidiary of UnionBanCal Corporation, the holding company of Union Bank of
California, N.A. UnionBanCal Corporation is a publicly held corporation which is
principally held by The Bank of Tokyo-Mitsubishi, Ltd. As of September 30, 1999,
UnionBanCal Corporation and its subsidiaries had approximately $32 billion in
consolidated assets. As of the same date, HighMark Capital Management had
approximately $18.9 billion in assets under management. HighMark Capital
Management (and its predecessors), with a team of approximately 50 stock and
bond research analysts, portfolio managers and traders, has been providing
investment management services to individuals, institutions and large
corporations since 1917.

PORTFOLIO MANAGER

All investment decisions for the Fund are made by a team of investment
professionals, all of whom take an active part in the decision making process.

FINANCIAL HIGHLIGHTS

Financial information for the Fiduciary Shares of the Core Equity Fund is not
presented because Shares of the Core Equity Fund were not offered prior to the
date of this Prospectus.

<PAGE>

PROSPECTUS
HIGHMARK FUNDS

8
- --------------------------------------------------------------------------------

INVESTMENT PRACTICES

The Fund invests in a variety of securities and employs a number of investment
techniques. Each security and technique involves certain risks. The following
table describes the securities and techniques the Fund uses, as well as the main
risks they pose. Equity securities are subject mainly to market risk.
Fixed-income securities are subject primarily to market, credit and prepayment
risk. Following the table is a more complete discussion of risk. You may also
consult the Statement of Additional Information for more details about the
securities in which the Fund may invest.

<TABLE>
<CAPTION>
INSTRUMENT RISK TYPE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
AMERICAN DEPOSITORY RECEIPTS (ADRs): ADRs are foreign Market
Shares of a company held by a U.S. bank that issues a receipt Political
evidencing ownership. ADRs pay dividends in U.S. dollars. Foreign Investment
- ---------------------------------------------------------------------------------------------------------------------------
BANKERS' ACCEPTANCES: Bills of exchange or time drafts drawn Credit
on and accepted by a commercial bank. They generally have Liquidity
maturities of six months or less. Market
- ---------------------------------------------------------------------------------------------------------------------------
CALL AND PUT OPTIONS: A call option gives the buyer the right Management
to buy, and obligates the seller of the option to sell, a security Liquidity
at a specified price. A put option gives the buyer the right to Credit
sell, and obligates the seller of the option to buy, a security Market
at a specified price. The Funds will sell only covered call and Leverage
secured put options.
- ---------------------------------------------------------------------------------------------------------------------------
CERTIFICATES OF DEPOSIT: Negotiable instruments with Market
a stated maturity. Credit
Liquidity
- ---------------------------------------------------------------------------------------------------------------------------
COMMERCIAL PAPER: Secured and unsecured short-term Credit
promissory notes issued by corporations and other entities. Liquidity
Their maturities generally vary from a few days to nine months. Market
- ---------------------------------------------------------------------------------------------------------------------------
COMMON STOCK: Shares of ownership of a company. Market
- ---------------------------------------------------------------------------------------------------------------------------
CONVERTIBLE SECURITIES: Bonds or preferred stock that Market
convert to common stock. Credit
- ---------------------------------------------------------------------------------------------------------------------------
DEMAND FEATURES: Securities that are subject to puts and Market
standby commitments to purchase the securities at Liquidity
a fixed price (usually with accrued interest) within a Management
fixed period of time following demand by a fund.
- ---------------------------------------------------------------------------------------------------------------------------
DERIVATIVES: Instruments whose value is derived from an Management
underlying contract, index or security, or any combination Market
thereof, including futures, options (e.g., puts and calls), Credit
options on futures, swap agreements and some Liquidity
mortgage-backed securities. Leverage
- ---------------------------------------------------------------------------------------------------------------------------
FUTURES AND RELATED OPTIONS: A contract providing for the Management
future sale and purchase of a specific amount of a specific Market
security, class of securities or index at a specified time in the Credit
future and at a specified price. The aggregate value of options Liquidity
on securities (long puts and calls) will not exceed 10% of a Leverage
HighMark Equity Fund's net assets at the time it purchases the options. Each
Equity Fund will limit its obligations under futures, options on futures, and
options on securities to no more than 25% of its assets. The HighMark Fixed
Income Funds may invest in futures and options on futures for the purpose of
achieving their objectives and for adjusting their portfolio's duration. Each of
these Funds will limit its obligations under futures contracts and related
options to no more than 10% of its assets.
- ---------------------------------------------------------------------------------------------------------------------------

<PAGE>

PROSPECTUS

9
- --------------------------------------------------------------------------------

<CAPTION>
INSTRUMENT RISK TYPE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
ILLIQUID SECURITIES: Securities that ordinarily cannot be sold Liquidity
within seven business days at the value the Fund has Market
estimated for them. Each Fund may invest up to 15% of its net assets
in illiquid securities.
- ---------------------------------------------------------------------------------------------------------------------------
INDEX-BASED SECURITIES: Index-based securities, such as Market
Standard & Poor's Depository Receipts ("SPDRs" and
NASDAQ-100 Index Tracking Stock ("NASDAQ 100s"), represent
ownership in a long-term unit investment trust that holds a
portfolio of common stocks designed to track the price
performance and dividend yield of an index, such as the
S&P 500 Index or the NASDAQ-100 Index. Index-based
securities entitle a holder to receive proportionate quarterly
cash distributions corresponding to the dividends that accrue
to the index stocks in the underlying portfolio, less trust expenses.
- ---------------------------------------------------------------------------------------------------------------------------
INVESTMENT COMPANY SECURITIES: Shares of registered Market
investment companies. These may include HighMark Money
Market Funds and other registered investment companies for which HighMark, its
sub-advisers, or any of their affiliates, serves as investment adviser,
administrator or distributor. Each of the Funds may invest up to 5% of its
assets in the Shares of any one registered investment company. A Fund may not,
however, own more than 3% of the securities of any one registered investment
company or invest more than 10% of its assets in the Shares of other registered
investment companies. As a Shareholder of an investment company, a Fund will
indirectly bear investment management fees of that investment company, which are
in addition to the management fees the fund pays its own adviser.
- ---------------------------------------------------------------------------------------------------------------------------
MONEY MARKET INSTRUMENTS: Investment grade, Market
U.S. dollar-denominated debt securities with remaining Credit
maturities of one year or less. These may include short-term
U.S. government obligations, commercial paper and other
short-term corporate obligations, repurchase agreements
collateralized with U.S. government securities, certificates of
deposit, bankers' acceptances, and other financial institution
obligations. These securities may carry fixed or variable interest rates.
- ---------------------------------------------------------------------------------------------------------------------------
PREFERRED STOCKS: Equity securities that generally pay dividends Market
at a specified rate and take precedence over common stock in
the payment of dividends or in the event of liquidation.
Preferred stock generally does not carry voting rights.
- ---------------------------------------------------------------------------------------------------------------------------
REPURCHASE AGREEMENTS: The purchase of a security and the Market
simultaneous commitment to return the security to the seller Leverage
at an agreed upon price on an agreed upon date. This is treated
as a loan.
- ---------------------------------------------------------------------------------------------------------------------------
REVERSE REPURCHASE AGREEMENTS: The sale of a security and Market
the simultaneous commitment to buy the security back at an Leverage
agreed upon price on an agreed upon date. This is treated as a
borrowing by a Fund.
- ---------------------------------------------------------------------------------------------------------------------------
RESTRICTED SECURITIES: Securities not registered under the Liquidity
Securities Act of 1933, such as privately placed commercial Market
paper and Rule 144A securities.
- ---------------------------------------------------------------------------------------------------------------------------

<PAGE>

PROSPECTUS
HIGHMARK FUNDS

10
- --------------------------------------------------------------------------------

<CAPTION>
INSTRUMENT RISK TYPE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C>
SECURITIES LENDING: The lending of up to 33 1/3% of a Fund's Market
total assets. In return the Fund will receive cash, other securities Leverage
and/or letters of credit. Liquidity
Credit
- ---------------------------------------------------------------------------------------------------------------------------
SMALL CAPITALIZATION COMPANIES: Those companies with market Market
capitalization within the range of those in the S&P 600 Small-Company Stock
Small Cap Index.
- ---------------------------------------------------------------------------------------------------------------------------
TIME DEPOSITS: Non-negotiable receipts issued by a bank in Liquidity
exchange for a deposit of money. Credit
- ---------------------------------------------------------------------------------------------------------------------------
TREASURY RECEIPTS: Treasury receipts, Treasury investment growth Market
receipts and certificates of accrual of Treasury securities.
- ---------------------------------------------------------------------------------------------------------------------------
UNIT INVESTMENT TRUSTS: A type of investment vehicle, registered Market
with the Securities and Exchange Commission under the
Investment Company Act of 1940, that purchases a fixed portfolio of
income-producing securities, such as corporate, municipal, or government bonds,
mortgage-backed securities, or preferred stock. Unit holders receive an
undivided interest in both the principal and the income portion of the portfolio
in proportion to the amount of capital they invest. The portfolio of securities
remains fixed until all the securities mature and unit holders have recovered
their principal.
- ---------------------------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT AGENCY SECURITIES: Securities issued by Market
agencies and instrumentalities of the U.S. government. Credit
These include Ginnie Mae, Fannie Mae and Freddie Mac.
- ---------------------------------------------------------------------------------------------------------------------------
U.S. TREASURY OBLIGATIONS: Bills, notes, bonds, separately traded Market
registered interest and principal securities, and coupons under
bank entry safekeeping.
- ---------------------------------------------------------------------------------------------------------------------------
WARRANTS: Securities that give the holder the right to buy a proportionate Market
amount of common stock at a specified price. Warrants are typically Credit
issued with preferred stock and bonds.
- ---------------------------------------------------------------------------------------------------------------------------
WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS: A purchase Market
of, or contract to purchase, securities at a fixed price for delivery Leverage
at a future date. The portfolio managers of each Fund expect that Liquidity
commitments to enter intoforward commitments or purchase Credit
when-issued securities will not exceed 25% of the Fund's total assets.
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

PROSPECTUS

11
- --------------------------------------------------------------------------------
GLOSSARY OF
INVESTMENT RISKS

This section discusses the risks associated with the securities and investment
techniques listed above, as well as the risks mentioned under the heading "What
Are the Main Risks of Investing in This Fund?" in each Fund profile. Because of
these risks, the value of the Funds' holdings may fluctuate, as will the value
of your investment in the Funds. Certain types of investments and funds are more
susceptible to these risks than others.

FOREIGN INVESTMENT RISK. Compared with investing in the United States, investing
in foreign markets involves a greater degree and variety of risk. Investors in
foreign markets may face delayed settlements, currency controls and adverse
economic developments as well as higher overall transaction costs. In addition,
fluctuations in the U.S. dollar's value versus other currencies may erode or
reverse gains from investments denominated in foreign currencies or widen
losses. For instance, foreign governments may limit or prevent investors from
transferring their capital out of a country. This may affect the value of your
investment in the country that adopts such currency controls. Exchange rate
fluctuations also may impair an issuer's ability to repay U.S.
dollar-denominated debt, thereby increasing the credit risk of such debt.
Finally, the value of foreign securities may be seriously harmed by incomplete
or inaccurate financial information about their issuers, social upheavals or
political actions ranging from tax code changes to governmental collapse. These
risks are greater in the emerging markets than in the developed markets of
Europe and Japan.

HEDGING. When a derivative (a security whose value is based on that of another
security or index) is used as a hedge against an opposite position that a fund
holds, any loss on the derivative should be substantially offset by gains on the
hedged investment, and vice versa. Although hedging can be an effective way to
reduce a fund's risk, it may not always be possible to perfectly offset one
position with another. As a result, there is no assurance that a fund's hedging
transactions will be effective.

INTEREST RATE RISK. The risk that debt prices overall will decline over short or
even long periods due to rising interest rates. Interest rate risk should be
modest for shorter-term securities, moderate for intermediate-term securities,
and high for longer-term securities. Generally, an increase in a fund's average
maturity will make it more sensitive to interest rate risk.

LEVERAGE RISK. The risk associated with securities or investment practices that
magnify small index or market movements into large changes in value. Leverage is
often created by investing in derivatives, but it may be inherent in other types
of securities as well.

LIQUIDITY RISK. The risk that a security may be difficult or impossible to sell
at the time and price the seller wishes. The seller may have to accept a lower
price for the security, sell other securities instead, or forego a more
attractive investment opportunity. Any or all of these limitations could hamper
the management or performance of a fund.

MANAGEMENT RISK. The risk that a strategy used by a fund's portfolio manager may
fail to produce the intended result. This includes the risk that changes in the
value of a hedging instrument will not match those of the asset being hedged.

MARKET RISK. The risk that a security's market value may decline, especially if
it occurs rapidly and unpredictably. These fluctuations may cause a security to
be worth less than the price the investor originally paid for it. Market risk
may affect a single issuer, industrial sector or the market as a whole. For
fixed-income securities, market risk is largely influenced by changes in
interest rates. Rising interest rates typically cause the value of bonds to
decrease, while falling rates typically cause the value of bonds to increase.

SMALL-COMPANY STOCK RISK. Investing in small companies is generally more risky
than investing in large companies, for a variety of reasons. Many small
companies are young and have limited track records. They also may have limited
product lines, markets or financial resources. They may, in addition, be more
vulnerable to adverse business or economic developments than larger companies.
Stocks issued by small companies tend to be less liquid and more volatile than
stocks of larger companies or the market averages in general. In addition, small
companies may not be well-known to the investing public, may not have
institutional ownership, and may have only cyclical, static or moderate growth
prospects. If a fund concentrates on small companies, its performance may be
more volatile than that of a fund that invests primarily in larger companies.

<PAGE>

PROSPECTUS
HIGHMARK FUNDS

12
- --------------------------------------------------------------------------------

NOTES

<PAGE>

[ICON] HIGHMARK-SM-
FUNDS

445 South Figueroa Street, Suite 306
Los Angeles, CA 90071

www.highmarkfunds.com

- --------------------------------------------------------------------------------

HIGHMARK FUNDS SERVICE PROVIDERS:

INVESTMENT ADVISER
HighMark Capital Management, Inc.
475 Sansome Street
San Francisco, CA 94104

CUSTODIAN
Union Bank of California, N.A.
475 Sansome Street
San Francisco, CA 94104

ADMINISTRATOR & DISTRIBUTOR
SEI Investments Mutual Funds Services
SEI Investments Distribution Co.
1 Freedom Valley Drive
Oaks, PA 19456

LEGAL COUNSEL
Ropes & Gray
One Franklin Square
1301 K Street, N.W., Suite 800 East
Washington, D.C. 20005

AUDITORS
Deloitte & Touche LLP
1111 Broadway
Suite 2100
Oakland, CA 94607

HOW TO OBTAIN MORE INFORMATION:

To obtain the SAI, the Annual or Semi-Annual Reports free of charge, or for more
information:

BY TELEPHONE: call 1-800-433-6884

BY MAIL: write to us at
SEI Investments Distribution Co.
1 Freedom Valley Drive
Oaks, PA 19456

BY INTERNET: www.highmarkfunds.com

FROM THE SEC: You can also obtain the SAI, the Annual and Semi-Annual
Reports, and other information about the HighMark Funds, from the SEC's Web
site (http://www.sec.gov). You may review and copy documents at the SEC
Public Reference Room in Washington, DC (for information call
1-800-SEC-0330). You may request documents by mail from the SEC, upon payment
of a duplicating fee, by writing to: Securities and Exchange Commission,
Public Reference Section, 450 5th Street, NW., Washington, DC 20549-6009.

HighMark Funds' Investment Company Act registration number is 811-05059.

80020-F(5/00)
<PAGE>

HIGHMARK FUNDS

STATEMENT OF ADDITIONAL INFORMATION

NOVEMBER 30, 1999
AS AMENDED MAY 15, 2000

This Statement of Additional Information is not a Prospectus, but
should be read in conjunction with the Prospectuses of the HighMark Equity and
Fixed Income Funds and the HighMark Money Market Funds, each of which is dated
November 30, 1999, and the HighMark Core Equity Fund, dated May 15, 2000,
(collectively, the "Prospectuses") and any of their supplements. This Statement
of Additional Information is incorporated in its entirety into these
Prospectuses. Copies of the Prospectuses may be obtained by writing the
Distributor, SEI Investments Distribution Co., at 1 Freedom Valley Drive, Oaks,
Pennsylvania, 19456, or by telephoning toll free 1-800-433-6884. Capitalized
terms used but not defined in this Statement of Additional Information have the
same meanings as set forth in the Prospectuses.

<PAGE>

TABLE OF CONTENTS

PAGE

HIGHMARK FUNDS ...............................................................1

INVESTMENT OBJECTIVES AND POLICIES............................................3

ADDITIONAL INFORMATION ON PORTFOLIO INSTRUMENTS...............................3
Equity Securities....................................................3
Debt Securities......................................................3
Convertible Securities...............................................4
Asset-Backed Securities (non-mortgage)...............................4
Bank Instruments.....................................................5
Commercial Paper and Variable Amount Master Demand Notes.............6
Lending of Portfolio Securities......................................6
Repurchase Agreements................................................6
Reverse Repurchase Agreements........................................7
U.S. Government Obligations..........................................7
Mortgage-Related Securities..........................................8
Adjustable Rate Notes...............................................10
Municipal Securities................................................11
Investments in California Municipal Securities by the California
Tax-free Money Market Fund and the California Intermediate
Tax-free Bond Fund.........................................15
Puts................................................................18
Shares of Mutual Funds..............................................19
When-Issued Securities and Forward Commitments......................19
Zero-coupon Securities..............................................20
Options (Puts and Calls) on Securities..............................20
Covered Call Writing................................................20
Purchasing Call Options.............................................22
Purchasing Put Options..............................................22
Options in Stock Indices............................................22
Risk Factors in Options Transactions................................23
Futures Contracts on Securities and Related Options.................24
Futures Contracts on Securities.....................................24
Options on Securities' Futures Contracts............................25
Risk of Transactions in Securities' Futures Contracts and Related
Options....................................................26
Index Futures Contracts.............................................27
Options on Index Futures Contracts..................................28
Foreign Investment..................................................28
Foreign Currency Transactions.......................................29

-i-
<PAGE>

Transaction Hedging.................................................30
Position Hedging....................................................30
Currency Forward and Futures Contracts..............................31
General Characteristics of Currency Futures Contracts...............32
Foreign Currency Options............................................33
Foreign Currency Conversion.........................................33
Index-Based Investments.............................................34
Small Cap/Special Equity Situation Securities.......................34
High Yield Securities...............................................35
Money Market Instruments............................................36
Treasury Receipts...................................................36
High Quality Investments with Regard to the Money Market Funds......36
Illiquid Securities.................................................39
Restricted Securities...............................................39

INVESTMENT RESTRICTIONS......................................................40
Voting Information..................................................48

PORTFOLIO TURNOVER...........................................................48

VALUATION....................................................................49
Valuation of the Money Market Funds.................................49
Valuation of the Equity Funds and the Fixed Income Funds............50

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION...............................50
Purchases through Financial Institutions............................51
Redemption by Checkwriting..........................................51
Sales Charges.......................................................52
Sales Charge Reductions and Waivers.................................53
Additional Federal Tax Information..................................57
Additional Tax Information Concerning the California Tax-Free
Money Market Fund and the California Intermediate
Tax-Free Bond Fund.........................................59
Foreign Taxes.......................................................62

MANAGEMENT OF HIGHMARK FUNDS.................................................63
Trustees and Officers...............................................63
Investment Adviser..................................................67
The Sub-Advisers....................................................69
Portfolio Transactions..............................................70
Administrator and Sub-Administrator.................................72
Glass-Steagall Act..................................................74
Shareholder Services Plans..........................................75
Shareholder Servicing Agreement.....................................76

-ii-
<PAGE>

Expenses............................................................76
Distributor.........................................................77
The Distribution Plans..............................................77
Transfer Agent and Custodian Services...............................79
Legal Counsel.......................................................80

ADDITIONAL INFORMATION.......................................................80
Description of Shares...............................................80
Shareholder and Trustee Liability...................................82
The Reorganization of the IRA Fund and HighMark Funds...............83
Calculation of Performance Data.....................................83
Miscellaneous.......................................................90

APPENDIX....................................................................108

FINANCIAL STATEMENTS........................................................114

-iii-
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

HIGHMARK FUNDS

HighMark Funds is a diversified, open-end management investment
company. HighMark Funds was organized as a Massachusetts business trust on March
10, 1987 and presently consists of fourteen series of units of beneficial
interest ("Shares"), representing interests in one of the following portfolios:

HighMark Balanced Fund,
HighMark Core Equity Fund,
HighMark Growth
Fund, HighMark Income Equity Fund,
HighMark International Equity Fund,
HighMark Small Cap Value Fund,
HighMark Value Momentum Fund, HighMark
Bond Fund,
HighMark California Intermediate Tax-Free Bond Fund,
HighMark Intermediate-Term 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, (collectively the "Funds").

HighMark Core Equity Fund commenced operations on May 15, 2000.
HighMark Small Cap Value Fund commenced operations on September 17, 1998.
HighMark Value Momentum Fund, HighMark International Equity Fund, HighMark
Intermediate-Term Bond Fund, and HighMark California Intermediate Tax-Free Bond
Fund commenced operations in HighMark Funds on April 28, 1997. HighMark Balanced
Fund commenced operations on November 14, 1993 and HighMark Growth Fund
commenced operations on November 18, 1993. HighMark Income Equity Fund and
HighMark Bond Fund commenced operations on June 23, 1988 as a result of the
reorganization of the Income Equity Portfolio and the Bond Portfolio,
respectively, of the IRA Collective Investment Fund (the "IRA Fund") described
under "ADDITIONAL INFORMATION - The Reorganization of the IRA Fund and HighMark
Funds" below. HighMark Diversified Money Market Fund commenced operations on
February 1, 1991. HighMark U.S. Government Money Market Fund and HighMark 100%
U.S. Treasury Money Market Fund commenced operations on August 10, 1987.
HighMark California Tax-Free Money Market Fund commenced operations on June 10,
1991.

For ease of reference, this Statement of Additional Information
sometimes refers to the Funds as the "Equity Funds," the "Fixed Income Funds"
and the "Money Market Funds."

<PAGE>

The EQUITY FUNDS include:

Balanced Fund
Core Equity Fund
Growth Fund
Income Equity Fund
International Equity Fund
Small Cap Value Fund
Value Momentum Fund

The FIXED INCOME FUNDS include:

Bond Fund
California Intermediate Tax-Free Bond Fund
Intermediate-Term Bond Fund

The MONEY MARKET FUNDS include:

100% U.S. Treasury Money Market Fund
California Tax-Free Money Market Fund
Diversified Money Market Fund
U.S. Government Money Market Fund

The Income Equity Portfolio and the Bond Portfolio of the IRA Fund
(which were reorganized into certain Funds of HighMark Funds as described above)
are sometimes referred to as the "IRA Fund Portfolios."

As described in the Prospectuses, selected Funds of HighMark Funds have
been divided into six classes of Shares (designated Class A, Class B, Class C
and Class S Shares (collectively "Retail Shares"), Class I Shares and Fiduciary
Shares) for purposes of HighMark Funds' Distribution and Shareholder Services
Plans (the "Distribution Plans"), which Distribution Plans apply only to such
Funds' Retail Shares. Retail Shares and Fiduciary Shares are sometimes referred
to collectively as "Shares".

Much of the information contained in this Statement of Additional
Information expands upon subjects discussed in the Prospectuses for the
respective Funds. No investment in Shares of a Fund should be made without first
reading that Fund's Prospectus.

-2-
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The following policies supplement the investment objectives and
policies of each Fund of HighMark Funds as set forth in the respective
Prospectus for that Fund.

ADDITIONAL INFORMATION ON PORTFOLIO INSTRUMENTS

1. EQUITY SECURITIES. Equity Securities include common stocks,
preferred stocks, convertible securities and warrants. Common stocks, which
represent an ownership interest in a company, are probably the most recognized
type of equity security. Equity securities have historically outperformed most
other securities, although their prices can be volatile in the short term.
Market conditions, political, economic and even company-specific news can cause
significant changes in the price of a stock. Smaller companies (as measured by
market capitalization), sometimes called small-cap companies or small-cap
stocks, may be especially sensitive to these factors. To the extent a Fund
invests in equity securities, that Fund's Shares will fluctuate in value, and
thus may be more suitable for long-term investors who can bear the risk of
short-term fluctuations.

2. DEBT SECURITIES. The Funds may invest in debt securities within the
four highest rating categories assigned by a nationally recognized statistical
rating organization ("NRSRO") and comparable unrated securities. Securities
rated BBB by S&P or Baa by Moody's are considered investment grade, but are
deemed by these rating services to have some speculative characteristics, and
adverse economic conditions or other circumstances are more likely to lead to a
weakened capacity to make principal and interest payments than is the case with
higher-grade bonds. Should subsequent events cause the rating of a debt security
purchased by a Fund to fall below the fourth highest rating category, the
Adviser will consider such an event in determining whether the Fund should
continue to hold that security. In no event, however, would a Fund be required
to liquidate any such portfolio security where the Fund would suffer a loss on
the sale of such security.

Depending upon prevailing market conditions, a Fund may purchase debt
securities at a discount from face value, which produces a yield greater than
the coupon rate. Conversely, if debt securities are purchased at premium over
face value, the yield will be lower than the coupon rate. In making investment
decisions, the Adviser will consider many factors other than current yield,
including the preservation of capital, the potential for realizing capital
appreciation, maturity, and yield to maturity.

From time to time, the equity and debt markets may fluctuate
independently of one another. In other words, a decline in equity markets may in
certain instances be offset by a rise in debt markets, or vice versa. As a
result, the Balanced Fund, with its balance of equity and debt investments, may
entail less investment risk (and a potentially smaller investment return) than a
mutual fund investing primarily in equity securities.

-3-
<PAGE>

3. CONVERTIBLE SECURITIES. Consistent with its objective policies and
restrictions, each Equity Fund may invest in convertible securities. Convertible
securities include corporate bonds, notes or preferred stocks that can be
converted into common stocks or other equity securities. Convertible securities
also include other securities, such as warrants, that provide an opportunity for
equity participation. Convertible Bonds are bonds convertible into a set number
of shares of another form of security (usually common stock) at a prestated
price. Convertible bonds have characteristics similar to both fixed-income and
equity securities. Preferred stock is a class of capital stock that pays
dividends at a specified rate and that has preference over common stock in the
payment of dividends and the liquidation of assets. Convertible preferred stock
is preferred stock exchangeable for a given number of common stock shares, and
has characteristics similar to both fixed-income and equity securities.

Because convertible securities can be converted into common stock,
their values will normally vary in some proportion with those of the underlying
common stock. Convertible securities usually provide a higher yield than the
underlying common stock, however, so that the price decline of a convertible
security may sometimes be less substantial than that of the underlying common
stock. The value of convertible securities that pay dividends or interest, like
the value of all fixed-income securities, generally fluctuates inversely with
changes in interest rates.

Warrants have no voting rights, pay no dividends and have no rights
with respect to the assets of the corporation issuing them. They do not
represent ownership of the securities for which they are exercisable, but only
the right to buy such securities at a particular price.

The Funds will not purchase any convertible debt security or
convertible preferred stock unless it has been rated as investment grade at the
time of acquisition by a NRSRO or that is not rated but is determined to be of
comparable quality by the Adviser.

4. ASSET-BACKED SECURITIES (NON-MORTGAGE). Consistent with its
investment objective, policies and restrictions, certain Funds may invest in
asset-backed securities. Asset-backed securities are instruments secured by
company receivables, truck and auto loans, leases, and credit card receivables.
Such securities are generally issued as pass-through certificates, which
represent undivided fractional ownership interests in the underlying pools of
assets. Such securities also may be debt instruments, which are also known as
collateralized obligations and are generally issued as the debt of a special
purpose entity, such as a trust, organized solely for the purpose of owning such
assets and issuing such debt.

The purchase of non-mortgage asset-backed securities raises risk
considerations peculiar to the financing of the instruments underlying such
securities. Like mortgages underlying mortgage-backed securities, underlying
automobile sales contracts or credit card receivables are subject to substantial
prepayment risk, which may reduce the overall return to certificate holders.
Nevertheless, principal prepayment rates tend not to vary as much in response to
changes in interest rates and the short-term nature of the underlying car loans
or other receivables tend to

-4-
<PAGE>

dampen the impact of any change in the prepayment level. Certificate holders may
also experience delays in payment on the certificates if the full amounts due on
underlying sales contracts or receivables are not realized by the trust because
of unanticipated legal or administrative costs of enforcing the contracts or
because of depreciation or damage to the collateral (usually automobiles)
securing certain contracts, or other factors. If consistent with their
investment objectives and policies, the Funds may invest in other asset-backed
securities that may be developed in the future.

5. BANK INSTRUMENTS. Consistent with its investment objective,
policies, and restrictions, each Fund (other than the U.S. Government Money
Market Fund and the 100% U.S. Treasury Money Market Fund) may invest in bankers'
acceptances, certificates of deposit, and time deposits.

Bankers' acceptances are negotiable drafts or bills of exchange
typically drawn by an importer or exporter to pay for specific merchandise that
are "accepted" by a bank, meaning, in effect, that the bank unconditionally
agrees to pay the face value of the instrument on maturity. Investments in
bankers' acceptances will be limited to those guaranteed by domestic and foreign
banks having, at the time of investment, total assets of $1 billion or more (as
of the date of the institution's most recently published financial statements).

Certificates of deposit and time deposits represent funds deposited in
a commercial bank or a savings and loan association for a definite period of
time and earning a specified return.

Investments in certificates of deposit and time deposits may include
Eurodollar Certificates of Deposit, which are U.S. dollar denominated
certificates of deposit issued by offices of foreign and domestic banks located
outside the United States, Yankee Certificates of Deposit, which are
certificates of deposit issued by a U.S. branch of a foreign bank denominated in
U.S. dollars and held in the United States, Eurodollar Time Deposits ("ETDs"),
which are U.S. dollar denominated deposits in a foreign branch of a U.S. bank or
a foreign bank, and Canadian Time Deposits ("CTDs"), which are U.S. dollar
denominated certificates of deposit issued by Canadian offices of major Canadian
banks. All investments in certificates of deposit and time deposits will be
limited to those (a) of domestic and foreign banks and savings and loan
associations which, at the time of investment, have total assets of $1 billion
or more (as of the date of the institution's most recently published financial
statements) or (b) the principal amount of which is insured by the Federal
Deposit Insurance Corporation.

Although the Diversified Money Market Fund maintains a diversified
portfolio, there are no limitations on its ability to invest in domestic
certificates of deposit, banker's acceptances and other bank instruments.
Extensive investments in such instruments may result from the Fund's
concentration of securities in the financial services industry. Domestic
certificates of deposit and bankers' acceptances include those issued by
domestic branches of foreign banks to the extent permitted by the rules and
regulations of the Securities and Exchange Commission staff. These

-5-
<PAGE>

rules and regulations currently permit U.S. branches of foreign banks to be
considered domestic banks if it can be demonstrated that they are subject to the
same regulation as U.S. banks.

6. COMMERCIAL PAPER AND VARIABLE AMOUNT MASTER DEMAND NOTES.
Consistent with its investment objective, policies, and restrictions, each
Fund (other than the 100% U.S. Treasury Money Market Fund) may invest in
commercial paper (including Section 4(2) commercial paper) and variable
amount master demand notes. Commercial paper consists of unsecured promissory
notes issued by corporations normally having maturities of 270 days or less.
These investments may include Canadian Commercial Paper, which is U.S. dollar
denominated commercial paper issued by a Canadian corporation or a Canadian
counterpart of a U.S. corporation, and Europaper, which is U.S. dollar
denominated commercial paper of a foreign issuer.

Variable amount master demand notes are unsecured demand notes that
permit the indebtedness thereunder to vary and provide for periodic adjustments
in the interest rate according to the terms of the instrument. Because master
demand notes are direct lending arrangements between a Fund and the issuer, they
are not normally traded. Although there is no secondary market in the notes, a
Fund may demand payment of principal and accrued interest at any time. A
variable amount master demand note will be deemed to have a maturity equal to
the longer of the period of time remaining until the next readjustment of its
interest rate or the period of time remaining until the principal amount can be
recovered from the issuer through demand.

7. LENDING OF PORTFOLIO SECURITIES. In order to generate additional
income, each Fund (other than the California Tax-Free Money Market Fund and the
100% U.S. Treasury Money Market Fund) may lend its portfolio securities to
broker-dealers, banks or other institutions. During the time portfolio
securities are on loan from a Fund, the borrower will pay the Fund any dividends
or interest paid on the securities. In addition, loans will be subject to
termination by the Fund or the borrower at any time. While the lending of
securities may subject a Fund to certain risks, such as delays or an inability
to regain the securities in the event the borrower were to default on its
lending agreement or enter into bankruptcy, a Fund will receive at least 100%
collateral in the form of cash or U.S. Government securities. This collateral
will be valued daily by the lending agent, with oversight by HighMark Capital
Management, Inc. (the "Adviser"), and, should the market value of the loaned
securities increase, the borrower will be required to furnish additional
collateral to the Fund. A Fund (other than the California Tax-Free Money Market
Fund and the 100% U.S. Treasury Money Market Fund) may lend portfolio securities
in an amount representing up to 33 1/3% of the value of the Fund's total assets.

8. REPURCHASE AGREEMENTS. Securities held by each Fund (other than the
100% U.S. Treasury Money Market Fund) may be subject to repurchase agreements.
Under the terms of a repurchase agreement, a Fund will deal with financial
institutions such as member banks of the Federal Deposit Insurance Corporation
having, at the time of investment, total assets of $100 million or more and from
registered broker-dealers that the Adviser deems creditworthy under guidelines
approved by HighMark Funds' Board of Trustees. Under a repurchase agreement, the
seller agrees to repurchase the securities at a mutually agreed-upon date and
price, and the

-6-
<PAGE>

repurchase price will generally equal the price paid by the Fund plus interest
negotiated on the basis of current short-term rates, which may be more or less
than the rate on the underlying portfolio securities. The seller under a
repurchase agreement will be required to maintain the value of collateral held
pursuant to the agreement at not less than 100% of the repurchase price
(including accrued interest) and the Custodian, with oversight by the Adviser,
will monitor the collateral's value daily and initiate calls to request that
collateral be restored to appropriate levels. In addition, securities subject to
repurchase agreements will be held in a segregated custodial account.

If the seller were to default on its repurchase obligation or become
insolvent, the Fund holding such obligation would suffer a loss to the extent
that either the proceeds from a sale of the underlying portfolio securities were
less than the repurchase price under the agreement or the Fund's disposition of
the underlying securities was delayed pending court action. Additionally,
although there is no controlling legal precedent confirming that a Fund would be
entitled, as against a claim by the seller or its receiver or trustee in
bankruptcy, to retain the underlying securities, HighMark Funds' Board of
Trustees believes that, under the regular procedures normally in effect for
custody of a Fund's securities subject to repurchase agreements and under
federal laws, a court of competent jurisdiction would rule in favor of the Fund
if presented with the question. Securities subject to repurchase agreements will
be held by HighMark Funds' custodian or another qualified custodian or in the
Federal Reserve/Treasury book-entry system. Repurchase agreements are considered
to be loans by a Fund under the 1940 Act.

9. REVERSE REPURCHASE AGREEMENTS. Each Fund may borrow funds for
temporary purposes by entering into reverse repurchase agreements, provided such
action is consistent with the Fund's investment objective and fundamental
investment restrictions; as a matter of non fundamental policy, each Fund
intends to limit total borrowings under reverse repurchase agreements to no more
than 10% of the value of its total assets. Pursuant to a reverse repurchase
agreement, a Fund will sell portfolio securities to financial institutions such
as banks or to broker-dealers, and agree to repurchase the securities at a
mutually agreed-upon date and price. A Fund intends to enter into reverse
repurchase agreements only to avoid otherwise selling securities during
unfavorable market conditions to meet redemptions. At the time a Fund enters
into a reverse repurchase agreement, it will place in a segregated custodial
account assets such as U.S. Government securities or other liquid, high-quality
debt securities consistent with the Fund's investment objective having a value
equal to 100% of the repurchase price (including accrued interest), and will
subsequently monitor the account to ensure that an equivalent value is
maintained. Reverse repurchase agreements involve the risk that the market value
of the securities sold by a Fund may decline below the price at which a Fund is
obligated to repurchase the securities. Reverse repurchase agreements are
considered to be borrowings by a Fund under the 1940 Act.

10. U.S. GOVERNMENT OBLIGATIONS. With the exception of the 100% U.S.
Treasury Money Market Fund, which may invest only in direct U.S. Treasury
obligations, each Fund may, consistent with its investment objective, policies,
and restrictions, invest in obligations issued or

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guaranteed by the U.S. Government, its agencies, or instrumentalities.
Obligations of certain agencies and instrumentalities of the U.S. Government,
such as those of the Government National Mortgage Association and the
Export-Import Bank of the United States, are supported by the full faith and
credit of the U.S. Treasury; others, such as those of the Federal National
Mortgage Association, are supported by the right of the issuer to borrow from
the Treasury; others, such as those of the Student Loan Marketing Association,
are supported by the discretionary authority of the U.S. Government to purchase
the agency's obligations; and still others, such as those of the Federal Farm
Credit Banks or the Federal Home Loan Mortgage Corporation, are supported only
by the credit of the instrumentality. No assurance can be given that the U.S.
Government would provide financial support to U.S. Government-sponsored agencies
or instrumentalities if it is not obligated to do so by law.

U.S. Government Securities generally do not involve the credit risks
associated with investments in other types of fixed-income securities, although,
as a result, the yields available from U.S. Government Securities are generally
lower than the yields available from otherwise comparable corporate fixed-income
securities. Like other fixed-income securities, however, the values of U.S.
Government Securities change as interest rates fluctuate. Fluctuations in the
value of portfolio securities will in many cases not affect interest income on
existing portfolio securities, but will be reflected in the Fund's net asset
value. Because the magnitude of these fluctuations will generally be greater at
times when a Fund's average maturity is longer, under certain market conditions
the Fund may invest in short-term investments yielding lower current income
rather than investing in higher yielding longer-term securities.

For information concerning mortgage-related securities issued by
certain agencies or instrumentalities of the U.S. Government, see
"Mortgage-Related Securities" below.

11. MORTGAGE-RELATED SECURITIES. As indicated in the Prospectus, the
Diversified Money Market Fund, the U.S. Government Money Market Fund and the
California Tax-Free Money Market Fund may each invest in mortgage-related
securities issued by the Government National Mortgage Association ("GNMA")
representing GNMA Mortgage Pass-Through Certificates (also known as "Ginnie
Maes"). The Fixed Income Funds and the Balanced Fund may also, consistent with
each such Fund's investment objective and policies, invest in Ginnie Maes and in
mortgage-related securities issued or guaranteed by the U.S. Government, its
agencies, or its instrumentalities or, those issued by nongovernmental entities.
In addition, the Fixed Income Funds and the Balanced Fund may invest in
collateralized mortgage obligations ("CMOs") and real estate mortgage investment
conduits ("REMICs").

Mortgage-related securities represent interests in pools of mortgage
loans assembled for sale to investors. Mortgage-related securities may be
assembled and sold by certain governmental agencies and may also be assembled
and sold by nongovernmental entities such as commercial banks, savings and loan
institutions, mortgage bankers, and private mortgage insurance companies.
Although certain mortgage-related securities are guaranteed by a third party or
otherwise similarly secured, the market value of the security, which may
fluctuate, is not

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<PAGE>

so secured. If a Fund purchases a mortgage-related security at a premium, that
portion may be lost if there is a decline in the market value of the security,
whether resulting from changes in interest rates or prepayments in the
underlying mortgage collateral. As with other interest-bearing securities, the
prices of mortgage-related securities are inversely affected by changes in
interest rates. However, although the value of a mortgage-related security may
decline when interest rates rise, the converse is not necessarily true because
in periods of declining interest rates the mortgages underlying the security are
prone to prepayment. For this and other reasons, a mortgage-related security's
stated maturity may be shortened by unscheduled prepayments on the underlying
mortgages and, therefore, it is not possible to predict accurately the
security's return to the Fund. In addition, regular payments received in respect
of mortgage-related securities include both interest and principal. No assurance
can be given as to the return a Fund will receive when these amounts are
reinvested. As a consequence, mortgage-related securities may be a less
effective means of "locking in" interest rates than other types of debt
securities having the same stated maturity, may have less potential for capital
appreciation and may be considered riskier investments as a result.

Adjustable rate mortgage securities ("ARMS") are pass-through
certificates representing ownership interests in a pool of adjustable rate
mortgages and the resulting cash flow from those mortgages. Unlike conventional
debt securities, which provide for periodic (usually semi-annual) payments of
interest and payments of principal at maturity or on specified call dates, ARMs
provide for monthly payments based on a pro rata share of both periodic interest
and principal payments and prepayments of principal on the underlying mortgage
pool (less GNMA's, FNMA's, or FHLMC's fees and any applicable loan servicing
fees).

There are a number of important differences both among the agencies and
instrumentalities of the U.S. Government that issue mortgage-related securities
and among the securities themselves. As noted above, Ginnie Maes are issued by
GNMA, which is a wholly-owned U.S. Government corporation within the Department
of Housing and Urban Development. Ginnie Maes are guaranteed as to the timely
payment of principal and interest by GNMA and GNMA's guarantee is backed by the
full faith and credit of the U.S. Treasury. In addition, Ginnie Maes are
supported by the authority of GNMA to borrow funds from the U.S. Treasury to
make payments under GNMA's guarantee. Mortgage-related securities issued by the
Federal National Mortgage Association ("FNMA") include FNMA Guaranteed Mortgage
Pass-Through Certificates (also known as "Fannie Maes"), which are solely the
obligations of the FNMA and are not backed by or entitled to the full faith and
credit of the U.S. Treasury. The FNMA is a government-sponsored organization
owned entirely by private stockholders. Fannie Maes are guaranteed as to timely
payment of principal and interest by FNMA. Mortgage-related securities issued by
the Federal Home Loan Mortgage Corporation ("FHLMC") include FHLMC Mortgage
Participation Certificates (also known as "Freddie Macs" or "PCs"). The FHLMC is
a corporate instrumentality of the U.S. Government, created pursuant to an Act
of Congress, which is owned entirely by the Federal Home Loan Banks. Freddie
Macs are not guaranteed by the U.S. Treasury or by any Federal Home Loan Banks
and do not constitute a debt or obligation of the U.S. Government or of any
Federal Home Loan Bank. Freddie Macs entitle the holder to timely

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<PAGE>

payment of interest, which is guaranteed by the FHLMC. The FHLMC guarantees
either ultimate collection or timely payment of all principal payments on the
underlying mortgage loans. When the FHLMC does not guarantee timely payment of
principal, FHLMC may remit the amount due on account of its guarantee of
ultimate payment of principal at any time after default on an underlying
mortgage, but in no event later than one year after it becomes payable.

CMOs in which the Fixed Income Funds and the Balanced Fund may invest
represent securities issued by a private corporation or a U.S. Government
instrumentality that are backed by a portfolio of mortgages or mortgage-backed
securities held under an indenture. The issuer's obligation to make interest and
principal payments is secured by the underlying portfolio of mortgages or
mortgage-backed securities. CMOs are issued with a number of classes or series
that have different maturities and that may represent interests in some or all
of the interest or principal on the underlying collateral or a combination
thereof. CMOs of different classes are generally retired in sequence as the
underlying mortgage loans in the mortgage pool are repaid. In the event of
sufficient early prepayments on such mortgages, the class or series of a CMO
first to mature generally will be retired prior to its maturity. Thus, the early
retirement of a particular class or series of a CMO held by a Fund would have
the same effect as the prepayment of mortgages underlying a mortgage-backed
pass-through security.

One or more classes of CMOs may have coupon rates that reset
periodically based on an index, such as the London Interbank Offered Rate
("LIBOR"). Each Fund may purchase fixed, adjustable, or "floating" rate CMOs
that are collateralized by fixed rate or adjustable rate mortgages that are
guaranteed as to payment of principal and interest by an agency or
instrumentality of the U.S. government or are directly guaranteed as to payment
of principal and interest by the issuer, which guarantee is collateralized by
U.S. government securities or is collateralized by privately issued fixed rate
or adjustable rate mortgages.

Securities such as zero-coupon obligations, mortgage-backed and
asset-backed securities, and collateralized mortgage obligations ("CMOs") will
have greater price volatility than other fixed-income obligations. Because
declining interest rates may lead to prepayment of underlying mortgages,
automobile sales contracts or credit card receivables, the prices of
mortgage-related and asset-backed securities may not rise with a decline in
interest rates. Mortgage-backed and asset-backed securities and CMOs are
extremely sensitive to the rate of principal prepayment. Similarly, callable
corporate bonds also present risk of prepayment. During periods of falling
interest rates, securities that can be called or prepaid may decline in value
relative to similar securities that are not subject to call or prepayment.

REMICs in which the Fixed Income Funds and the Balanced Fund may invest
are private entities formed for the purpose of holding a fixed pool of mortgages
secured by an interest in real property. REMICs are similar to CMOs in that they
issue multiple classes of securities.

12. ADJUSTABLE RATE NOTES. Consistent with its investment objective,
policies, and restrictions, each Fund (other than the 100% U.S. Treasury Money
Market Fund) may invest in

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<PAGE>

"adjustable rate notes," which include variable rate notes and floating rate
notes. For Money Market Fund purposes, a variable rate note is one whose terms
provide for the readjustment of its interest rate on set dates and that, upon
such readjustment, can reasonably be expected to have a market value that
approximates its amortized cost; the degree to which a variable rate note's
market value approximates its amortized cost subsequent to readjustment will
depend on the frequency of the readjustment of the note's interest rate and the
length of time that must elapse before the next readjustment. A floating rate
note is one whose terms provide for the readjustment of its interest rate
whenever a specified interest rate changes and that, at any time, can reasonably
be expected to have a market value that approximates its amortized cost.
Although there may be no active secondary market with respect to a particular
variable or floating rate note purchased by a Fund, the Fund may seek to resell
the note at any time to a third party. The absence of an active secondary
market, however, could make it difficult for the Fund to dispose of a variable
or floating rate note in the event the issuer of the note defaulted on its
payment obligations and the Fund could, as a result or for other reasons, suffer
a loss to the extent of the default. Variable or floating rate notes may be
secured by bank letters of credit. A demand instrument with a demand notice
period exceeding seven days may be considered illiquid if there is no secondary
market for such security. Such security will be subject to a Fund's non
fundamental 15% (10% in the case of the Money Market Funds) limitation governing
investments in "illiquid" securities, unless such notes are subject to a demand
feature that will permit the Fund to receive payment of the principal within
seven days of the Fund's demand. See "INVESTMENT RESTRICTIONS" below.

Maturities for variable and adjustable rate notes held in the Money
Market Funds will be calculated in compliance with the provisions of Rule 2a-7,
as it may be amended from time to time.

As used above, a note is "subject to a demand feature" where the Fund
is entitled to receive the principal amount of the note either at any time on
not more than thirty days' notice or at specified intervals, not exceeding 397
days and upon not more than thirty days' notice.

13. MUNICIPAL SECURITIES. As defined in the Prospectuses, under normal
market conditions, and as a matter of fundamental policy, at least 80% of the
total assets of the California Tax-Free Money Market Fund will be invested in
Municipal Securities, the interest on which, in the opinion of bond counsel, is
both excluded from gross income for federal income tax purposes and California
personal income tax purposes, and does not constitute a preference item for
individuals for purposes of the federal alternative minimum tax. With respect to
the California Intermediate Tax-Free Bond Fund, under normal market conditions,
at least 65% of its total assets will be invested in Municipal Securities, the
interest on which is both excluded from gross income for federal income tax
purposes and California personal income tax purposes, and at least 80% of its
total assets will be invested in Municipal Securities the interest on which is
excluded from gross income for federal income tax purposes and is not treated as
a preference item for individuals for purposes of the federal alternative
minimum tax. The California Intermediate Tax-Free Bond Fund invests at least 80%
of its total assets in Municipal Securities

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<PAGE>

of varying maturities, which are rated in one of the four highest rating
categories by at least one nationally recognized statistical rating organization
("NRSRO") or are determined by the Adviser to be of comparable quality. The
California Tax-Free Money Market Fund invests only in Municipal Securities with
remaining effective maturities of 397 days or less, and which, at the time of
purchase, possess one of the two highest short-term ratings from at least one
NRSRO or are determined by the Adviser to be of comparable quality.

Municipal Securities include debt obligations issued by governmental
entities to obtain funds for various public purposes, such as the construction
of a wide range of public facilities, the refunding of outstanding obligations,
the payment of general operating expenses, and the extension of loans to other
public institutions and public entities. Private activity bonds that are issued
by or on behalf of public authorities to finance various privately operated
facilities are included within the term Municipal Securities if the interest
paid thereon is (i) excluded from gross income for federal income tax purposes
and (ii) not treated as a preference item for individuals for purposes of the
federal alternative minimum tax.

As described in the Prospectuses, the two principal classifications of
Municipal Securities consist of "general obligation" and "revenue" issues. In
general, only general obligation bonds are backed by the full faith and credit
and general taxing power of the issuer. There are, of course, variations in the
quality of Municipal Securities, both within a particular classification and
between classifications, and the yields on Municipal Securities depend upon a
variety of factors, including general market conditions, the financial condition
of the issuer (or other entity whose financial resources are supporting the
Municipal Securities), general conditions of the municipal bond market, the size
of a particular offering, the maturity of the obligation and the rating(s) of
the issue. In this regard, it should be emphasized that the ratings of any NRSRO
are general and are not absolute standards of quality; Municipal Securities with
the same maturity, interest rate and rating(s) may have different yields while
Municipal Securities of the same maturity and interest rate with a different
rating(s) may have the same yield.

In addition, Municipal Securities may include "moral obligation" bonds,
which are normally issued by special purpose public authorities. If the issuer
of moral obligation bonds is unable to meet its debt service obligations from
current revenues, it may draw on a reserve fund, the restoration of which is a
moral commitment but not a legal obligation of the state or municipality which
created the issuer.

Certain Municipal Securities are municipal lease revenue obligations
(or certificates of participation or "COPs"), which typically provide that the
municipality has no obligation to make lease or installment payments in future
years unless money is appropriated for such purpose. While the risk of
non-appropriation is inherent to COP financing, this risk is mitigated by the
Fund's policy to invest in COPs that are rated in one of the four highest rating
categories used by Moody's Service, Inc. ("Moody's") or Standard & Poor's
Corporation ("S&P").

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<PAGE>

Municipal Securities also include so-called Mello-Roos and assessment
district bonds, which are usually unrated instruments issued to finance the
building of roads and other public works and projects that are primarily secured
by real estate taxes or assessments levied on property located in the local
community. Most of these bonds do not seek agency ratings because the issues are
too small, and in most cases, the purchase of these bonds is based upon the
Adviser's determination that it is suitable for the Fund.

Municipal Securities may also include, but are not limited to,
short-term anticipation notes, bond anticipation notes, revenue anticipation
notes, and other forms of short-term tax-exempt securities. These instruments
are issued in anticipation of the receipt of funds, the proceeds of bond
placements, or other revenues.

An issuer's obligations with respect to its Municipal Securities are
subject to the provisions of bankruptcy, insolvency, and other laws affecting
the rights and remedies of creditors, such as the Federal Bankruptcy Code, and
laws, if any, that may be enacted by Congress or state legislatures extending
the time for payment of principal or interest, or both, or imposing other
constraints upon the enforcement of such obligations or upon the ability of
municipalities to levy taxes or otherwise raise revenues. Certain of the
Municipal Securities may be revenue securities and dependent on the flow of
revenue, generally in the form of fees and charges. The power or ability of an
issuer to meet its obligations for the payment of interest on and principal of
its Municipal Securities may be materially adversely affected by litigation or
other conditions, including a decline in property value or a destruction of
uninsured property due to natural disasters.

In addition, in accordance with its investment objective, each Fund may
invest in private activity bonds, which may constitute Municipal Securities
depending upon the federal income tax treatment of such bonds. Such bonds are
usually revenue bonds because the source of payment and security for such bonds
is the financial resources of the private entity involved; the full faith and
credit and the taxing power of the issuer in normal circumstances will not be
pledged. The payment obligations of the private entity also will be subject to
bankruptcy and similar debtor's rights, as well as other exceptions similar to
those described above. Moreover, the Funds may invest in obligations secured in
whole or in part by a mortgage or deed of trust on real property located in
California that are subject to the "anti-deficiency" legislation discussed
below.

The Funds, in accordance with their investment objective, may also
invest indirectly in Municipal Securities by purchasing the shares of tax-exempt
money market mutual funds. Such investments will be made solely for the purpose
of investing short-term cash on a temporary tax-exempt basis and only in those
funds with respect to which the Adviser believes with a high degree of certainty
that redemption can be effected within seven days of demand. Additional
limitations on investments by the Funds in the shares of other tax-exempt money
market mutual funds are set forth under "Investment Restrictions" below.

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<PAGE>

The Funds may invest in municipal obligations that are payable solely
from the revenues of health care institutions, although the obligations may be
secured by real or personal property of such institutions. Certain provisions
under federal and California law may adversely affect such revenues and,
consequently, payment on those Municipal Securities.

Certain Municipal Securities in which the Funds may invest may be
obligations that are secured in whole or in part by a mortgage or deed of trust
on real property. California has certain statutory provisions, as embellished by
decisional law, that limit the remedies of a creditor secured by a mortgage or
deed of trust. Some of the provisions generally bar a creditor from obtaining a
deficiency judgment for such secured obligations based either on the method of
foreclosure or the type of debt secured. Other antideficiency provisions limit a
creditors deficiency based on the value of the real property security at the
time of the foreclosure sale. Another statutory provision, commonly known as the
"one-action" rule, has two aspects, an "affirmative defense" aspect and a
"sanction" aspect. The "affirmative defense" aspect limits creditors secured by
real property to a single action to enforce the obligation (e.g., a collection
lawsuit or setoff) and under the related "security-first principle," requires
the creditor to foreclose on the security before obtaining a judgment or other
enforcement of the secured obligation. Under the "sanction" aspect, if the real
property secured creditor violates the one-action rule, the creditor loses its
lien on the real property security and, in some instances, the right to recover
on the debt. Under the statutory provisions governing judicial foreclosures, the
debtor has the right to redeem the title to the property for up to one-year
following the foreclosure sale.

Upon the default under a mortgage or deed of trust with respect to
California real property, a creditor's nonjudicial foreclosure rights under the
power of sale contained in the mortgage or deed of trust are subject to certain
procedural requirements whereby the effective minimum period for foreclosing on
a mortgage or deed of trust is generally four to five months after the initial
default and such foreclosure could be further delayed by bankruptcy proceedings
initiated by the debtor. Such time delays in collections could disrupt the flow
of revenues available to an issuer for the payment of debt service on the
outstanding obligations if such defaults occur with respect to a substantial
number of mortgages or deeds of trust securing an issuer's obligations.
Following a creditor's non-judicial foreclosure under a power of sale, no
deficiency judgment is available. This limitation, however, does not apply to
recoveries for bad faith waste, certain kinds of fraud and pursuant to
environmental indemnities. This limitation also does not apply to bonds
authorized or permitted to be issued by the Commissioner of Corporations, or
which are made by a public utility subject to the Public Utilities Act.

Certain Municipal Securities in the Funds may be obligations that
finance the acquisition of mortgages for low and moderate income mortgagors.
These obligations may be payable solely from revenues derived from home
mortgages and are subject to California's statutory limitations applicable to
obligations secured by real property, as described above. Under California
anti-deficiency legislation, there is usually no personal recourse against a
mortgagor of a dwelling of no more than four units, at least one of which is
occupied by such a mortgagor, where the dwelling has been purchased with the
loan that is secured by the mortgage, regardless of whether

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the creditor chooses judicial or nonjudicial foreclosure. In the event that this
purchase money anti-deficiency rule applies to a loan secured by a mortgage or
deed of trust, and the value of the property subject to that mortgage or deed of
trust has been substantially reduced because of market forces or by an
earthquake or other event for which the mortgagor or trustor carried no
insurance, upon default, the issuer holding that loan nevertheless would
generally be entitled to collect no more on its loan than it could obtain from
the foreclosure sale of the property.

Legislation has been introduced from time to time regarding the
California state personal income tax status of interest paid on Municipal
Securities issued by the State of California and its local governments and held
by investment companies such as the California Tax-Free Money Market Fund and
the California Intermediate Tax-Free Bond Fund. The Funds can not predict what
legislation relating to Municipal Securities, if any, may be proposed in the
future or which proposals, if any, might be enacted. Such proposals, while
pending or if enacted, might materially adversely affect the availability of
Municipal Securities generally, as well as the availability of Municipal
Securities issued by the State of California and its local governments
specifically, for investment by the Funds and the liquidity and value of their
portfolios. In such an event, each Fund would re-evaluate its investment
objective and policies and consider changes in its structure or possible
dissolution. See "Investments in California Municipal Securities by the
California Tax-Free Money Market Fund and the California Intermediate Tax-Free
Bond Fund" below.

Opinions relating to the validity of Municipal Securities and to the
exemption of interest thereon from federal income tax or California personal
income tax are rendered at the time of issuance by counsel experienced in
matters relating to the validity of and tax exemption of interest on bonds
issued by states and their political sub-divisions. Neither the Funds nor the
Adviser will review the proceedings relating to the issuance of Municipal
Securities or the basis for such opinions.

14. INVESTMENTS IN CALIFORNIA MUNICIPAL SECURITIES BY THE CALIFORNIA
TAX-FREE MONEY MARKET FUND AND THE CALIFORNIA INTERMEDIATE TAX-FREE BOND FUND.
The following information is a general summary intended to give a recent
historical description, and is not a discussion of any specific factors that may
affect any particular issuer of California Municipal Securities. The information
is not intended to indicate continuing or future trends in the condition,
financial or otherwise, of California.

Because each of these California Funds expects to invest substantially
all of its assets in California Municipal Securities, it will be susceptible to
a number of complex factors affecting the issuers of California Municipal
Securities, including national and local political, economic, social,
environmental, and regulatory policies and conditions. The Funds cannot predict
whether or to what extent such factors or other factors may affect the issuers
of California Municipal Securities, the market value or marketability of such
securities or the ability of the respective issuers of such securities to pay
interest on, or principal of, such securities. The creditworthiness of
obligations issued by a local California issuer may be unrelated to the
creditworthiness of

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<PAGE>

obligations issued by the State of California, and there is no responsibility on
the part of the State of California to make payments on such local obligations.

During the first half of the 1990's California suffered the most severe
recession in the State since the 1930's, with significant job losses
(particularly in the aerospace, other manufacturing, services and construction
industries). The greatest effects of the recession were felt in Southern
California. Since 1994, California's economy has made a strong recovery, but its
growth has been somewhat unbalanced. In general, the high-technology,
biotechnology, construction, and entertainment and other service industries have
expanded while aerospace and other manufacturing industries have declined.
California's economy can be expected to be particularly sensitive to trends in
these industries.

The financial difficulties experienced by the State of California and
municipal issuers during the recession resulted in the credit ratings of certain
of their obligations being downgraded significantly by the major rating
agencies. While California's economy has made a strong steady recovery and
California's credit ratings have climbed from the lows experienced during the
recession, as of the date of this Statement of Additional Information, rating
agencies, underwriters and investors appear to have some lingering concerns
about California's creditworthiness. Major credit rating agencies often cite,
among other things, concerns about California's lack of contingency planning
(such as adequate reserves), missed budget deadlines and on-going structural
budget impediments.

The recession severely affected State revenues while the State's
health, welfare and education costs were increasing. As a result, throughout the
first half of the decade, California had a period of budget imbalance and
multibillion dollar year-end deficits. However, in recent years, California has
generally experienced positive or close to break-even operating results due, in
part, to more conservative budgeting, improved economic conditions and, most
recently, higher-than-expected tax receipts paid on capital gains realizations.
The State's ability to raise revenues and reduce expenditures to the extent
necessary to balance the budget for any year depends upon numerous factors,
including economic conditions in the State and the nation, the accuracy of the
State's revenue predictions, as well as the impact of budgetary restrictions
imposed by voter-passed initiatives.

The ability of the State of California and its political sub-divisions
to generate revenue through real property and other taxes and to increase
spending has been significantly restricted by various constitutional and
statutory amendments and voter-passed initiatives. Such limitations could affect
the ability of California state and municipal issuers to pay interest or repay
principal on their obligations.

During the recession that began in 1990, the State depleted its
available cash resources and became increasingly dependent on external
borrowings to meet its cash needs. For nearly a decade and a half, California
has issued revenue anticipation notes (which must be issued and repaid during
the same fiscal year) to fund its operating budget during the fiscal year.
Beginning

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in 1992, the State expanded its external borrowing to include revenue
anticipation warrants (which can be issued and redeemed in different fiscal
years). The State was severely criticized by the major credit rating agencies
for the State's reliance upon such external borrowings during the recession. In
1996, the State fully repaid $4 billion of revenue anticipation warrants issued
in 1994. The State has not needed to use such "cross-year" borrowing since 1996.
It is not presently possible, however, to determine the extent to which
California will issue additional revenue anticipation warrants, short-term
interest-bearing notes or other instruments in future fiscal years.

Certain of the securities in the California Tax-Free Money Market Fund
and the California Intermediate Tax-Free Bond Fund may be obligations of issuers
that rely in whole or in part, directly or indirectly, on ad valorem real
property taxes as a source of revenue. Article XIII A of the California
Constitution, adopted by the voters in 1978, limits ad valorem taxes on real
property, and restricts the ability of taxing entities to increase real property
and other taxes.

Article XIII B of the California Constitution, originally adopted in
1979, limits significantly spending by state government and by "local
governments". Article XIII B generally limits the amount of the appropriations
of the State and of local governments to the amount of appropriations of the
entity for the prior year, adjusted for changes in the cost of living,
population, and the services that the government entity is financially
responsible for providing. To the extent that the "proceeds of taxes" of the
State or a local government exceed its "appropriations limit," the excess
revenues must be rebated. One of the exclusions from these limitations for any
entity of government is the debt service costs of bonds existing or legally
authorized as of January 1, 1979 or on bonded indebtedness thereafter approved
by the voters. Although Article XIII B states that it shall not "be construed to
impair the ability of the state or of any local government to meet its
obligations with respect to existing or future bonded indebtedness," concern has
been expressed with respect to the combined effect of such constitutionally
imposed spending limits on the ability of California state and local governments
to utilize bond financing.

Article XIII B was modified substantially by Propositions 98 and 111 of
1988 and 1990, respectively. These initiatives changed the State's Article XIII
B appropriations limit to require that the State set aside a prudent reserve
fund for public education, and guarantee a minimum level of State funding for
public elementary and secondary schools as well as community colleges. Such
guaranteed spending was often cited as one of the causes of the State's earlier
budget problems.

The effect of Article XIII A, Article XIII B and other constitutional
and statutory changes and of budget developments on the ability of California
issuers to pay interest and principal on their obligations remains unclear, and
may depend on whether a particular bond is a general obligation or limited
obligation bond (limited obligation bonds being generally less affected).

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There is no assurance that any California issuer will make full or
timely payments of principal or interest or remain solvent. For example, in
December 1994, Orange County filed for bankruptcy. In June 1995, Orange County
negotiated a rollover of its short-term debt originally due at that time; the
major rating agencies considered the rollover a default. In June 1996, the
investors in such overdue notes were paid and the Orange County bankruptcy
ended. However, the Orange County bankruptcy and such default had a serious
effect upon the market for California municipal obligations.

Numerous factors may adversely affect the State and municipal
economies. For example, limits on federal funding could result in the loss of
federal assistance otherwise available to the State.

In addition, it is impossible to predict the time, magnitude, or
location of a natural catastrophe, such as a major earthquake, or its effect on
the California economy. In January 1994, a major earthquake struck the Los
Angeles area, causing significant damage in a four-county area. The possibility
exists that another natural disaster such as an earthquake could create a major
dislocation of the California economy.

The Funds' concentration in California Municipal Securities provides a
greater level of risk than funds that are diversified across numerous states and
municipal entities.

15. PUTS. The California Tax-Free Money Market Fund and the California
Intermediate Tax-Free Bond Fund may acquire "puts" with respect to the Municipal
Securities held in their respective portfolios. A put is a right to sell a
specified security (or securities) within a specified period of time at a
specified exercise price. These Funds may sell, transfer, or assign a put only
in conjunction with the sale, transfer, or assignment of the underlying security
or securities.

The amount payable to a Fund upon its exercise of a "put" is normally
(i) the Fund's acquisition cost of the securities (excluding any accrued
interest that the Fund paid on the acquisition), less any amortized market
premium or plus any amortized market or original issue discount during the
period the Fund owned the securities, plus (ii) all interest accrued on the
securities since the last interest payment date during that period.

Puts may be acquired by a Fund to facilitate the liquidity of the
Fund's portfolio assets. Puts may also be used to facilitate the reinvestment of
a Fund's assets at a rate of return more favorable than that of the underlying
security. Under certain circumstances, puts may be used to shorten the maturity
of underlying adjustable rate notes for purposes of calculating the remaining
maturity of those securities and the dollar-weighted average portfolio maturity
of the California Tax-Free Money Market Fund's assets pursuant to Rule 2a-7
under the 1940 Act.

The California Tax-Free Money Market Fund and the California
Intermediate Tax-Free Bond Fund will generally acquire puts only where the puts
are available without the payment of any direct or indirect consideration.
However, if necessary or advisable, a Fund may pay for puts

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<PAGE>

either separately in cash or by paying a higher price for portfolio securities
that are acquired subject to the puts (thus reducing the yield to maturity
otherwise available for the same securities).

16. SHARES OF MUTUAL FUNDS. Each Fund may invest in the securities of
other investment companies to the extent permitted by the 1940 Act. Currently,
the 1940 Act permits a Fund to invest up to 5% of its total assets in the shares
of any one investment company, but it may not own more than 3% of the securities
of any one registered investment company or invest more than 10% of its assets
in the securities of other investment companies. In accordance with an exemptive
order issued to HighMark Funds by the Securities and Exchange Commission, such
other registered investment companies securities may include shares of a money
market fund of HighMark Funds, and may include registered investment companies
for which the Adviser or Sub-Adviser to a Fund of HighMark Funds, or an
affiliate of such Adviser or Sub-Adviser, serves as investment adviser,
administrator or distributor or provides other services. Because other
investment companies employ an investment adviser, such investment by a Fund may
cause Shareholders to bear duplicative fees. The Adviser will waive its advisory
fees attributable to the assets of the investing Fund invested in a money market
fund of HighMark Funds, and, to the extent required by applicable law, the
Adviser will waive its fees attributable to the assets of the Fund invested in
any investment company. Additional restrictions on the Fund's investments in the
securities of a money market mutual fund are set forth under "Investment
Restrictions" below.

Investments by the California Tax-Free Money Market Fund in the shares
of other tax-exempt money market mutual funds are described under "Municipal
Securities" above.

17. WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS. Each Fund may enter
into forward commitments or purchase securities on a "when-issued" basis, which
means that the securities will be purchased for delivery beyond the normal
settlement date at a stated price and yield and thereby involve the risk that
the yield obtained in the transaction will be less than that available in the
market when delivery takes place. A Fund will generally not pay for such
securities and no interest accrues on the securities until they are received by
the Fund. These securities are recorded as an asset and are subject to changes
in value based upon changes in the general level of interest rates. Therefore,
the purchase of securities on a "when-issued" basis may increase the risk of
fluctuations in a Fund's net asset value.

When a Fund agrees to purchase securities on a "when-issued" basis or
enter into forward commitments, HighMark Funds' custodian will be instructed to
set aside cash or liquid portfolio securities equal to the amount of the
commitment in a separate account. The Fund may be required subsequently to place
additional assets in the separate account in order to assure that the value of
the account remains equal to the amount of the Fund's commitment.

The Funds expect that commitments to enter into forward commitments or
purchase "when-issued" securities will not exceed 25% of the value of their
respective total assets under

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<PAGE>

normal market conditions; in the event any Fund exceeded this 25% threshold, the
Fund's liquidity and the Adviser's ability to manage it might be adversely
affected. In addition, the Funds do not intend to purchase "when-issued"
securities or enter into forward commitments for speculative or leveraging
purposes but only in furtherance of such Fund's investment objective.

18. ZERO-COUPON SECURITIES. Consistent with its objectives, a Fund may
invest in zero-coupon securities, which are debt securities that do not pay
interest, but instead are issued at a deep discount from par. The value of the
security increases over time to reflect the interest accrued. The value of these
securities may fluctuate more than similar securities that are issued at par and
pay interest periodically. Although these securities pay no interest to holders
prior to maturity, interest on these securities is reported as income to the
Fund and distributed to its shareholders. These distributions must be made from
the Fund's cash assets or, if necessary, from the proceeds of sales of portfolio
securities. The Fund will not be able to purchase additional income producing
securities with cash used to make such distributions and its current income
ultimately may be reduced as a result. The amount included in income is
determined under a constant interest rate method. In addition, if an obligation
is purchased subsequent to its original issue, a holder such as the Fixed Income
Funds may elect to include market discount in income currently on a ratable
accrual method or a constant interest rate method. Market discount is the
difference between the obligation's "adjusted issue price" (the original issue
price plus original issue discount accrued to date) and the holder's purchase
price. If no such election is made, gain on the disposition of a market discount
obligation is treated as ordinary income (rather than capital gain) to the
extent it does not exceed the accrued market discount.

19. OPTIONS (PUTS AND CALLS) ON SECURITIES. Each Equity Fund may buy
and sell options (puts and calls), and write call options on a covered basis.
Under a call option, the purchaser of the option has the right to purchase, and
the writer (the Fund) the obligation to sell, the underlying security at the
exercise price during the option period. A put option gives the purchaser the
right to sell, and the writer the obligation to purchase, the underlying
security at the exercise price during the option period.

There are risks associated with such investments including the
following: (1) the success of a hedging strategy may depend on the ability of
the Adviser or Sub-Adviser to predict movements in the prices of individual
securities, fluctuations in markets and movements in interest rates; (2) there
may be an imperfect correlation between the movement in prices of securities
held by a Fund and the price of options; (3) there may not be a liquid secondary
market for options; and (4) while a Fund will receive a premium when it writes
covered call options, it may not participate fully in a rise in the market value
of the underlying security.

20. COVERED CALL WRITING. Each Equity Fund may write covered call
options from time to time on such portion of its assets, without limit, as the
Adviser determines is appropriate in seeking to obtain its investment objective.
A Fund will not engage in option writing strategies for speculative purposes. A
call option gives the purchaser of such option the right to buy, and the writer,
in this case the Fund, has the obligation to sell the underlying security at the
exercise

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<PAGE>

price during the option period. The advantage to the Fund of writing covered
calls is that the Fund receives a premium which is additional income. However,
if the value of the security rises, the Fund may not fully participate in the
market appreciation.

During the option period, a covered call option writer may be assigned
an exercise notice by the broker/dealer through whom such call option was sold,
which requires the writer to deliver the underlying security against payment of
the exercise price. This obligation is terminated upon the expiration of the
option period or at such earlier time in which the writer effects a closing
purchase transaction. A closing purchase transaction is one in which a Fund,
when obligated as a writer of an option, terminates its obligation by purchasing
an option of the same series as the option previously written. A closing
purchase transaction cannot be effected with respect to an option once the
option writer has received an exercise notice for such option.

Closing purchase transactions will ordinarily be effected to realize a
profit on an outstanding call option, to prevent an underlying security from
being called, to permit the sale of the underlying security, or to enable the
Fund to write another call option on the underlying security with either a
different exercise price or expiration date or both. The Fund may realize a net
gain or loss from a closing purchase transaction, depending upon whether the net
amount of the original premium received on the call option is more or less than
the cost of effecting the closing purchase transaction. Any loss incurred in a
closing purchase transaction may be partially or entirely offset by the premium
received from a sale of a different call option on the same underlying security.
Such a loss may also be wholly or partially offset by unrealized appreciation in
the market value of the underlying security. Conversely, a gain resulting from a
closing purchase transaction could be offset in whole or in part by a decline in
the market value of the underlying security.

If a call option expires unexercised, the Fund will realize a short
term capital gain in the amount of the premium on the option, less the
commission paid. Such a gain, however, may be offset by depreciation in the
market value of the underlying security during the option period. If a call
option is exercised, the Fund will realize a gain or loss from the sale of the
underlying security equal to the difference between the cost of the underlying
security, and the proceeds of the sale of the security plus the amount of the
premium on the option, less the commission paid.

The market value of a call option generally reflects the market price
of an underlying security. Other principal factors affecting market value
include supply and demand, interest rates, the price volatility of the
underlying security and the time remaining until the expiration date.

The Fund will write call options only on a covered basis, which means
that the Fund will own the underlying security subject to a call option at all
times during the option period or will own the right to acquire the underlying
security at a price equal to or below the option's strike price. Unless a
closing purchase transaction is effected the Fund would be required to continue
to hold a security which it might otherwise wish to sell, or deliver a security
it would want to

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<PAGE>

hold. Options written by the Fund will normally have expiration dates between
one and nine months from the date written. The exercise price of a call option
may be below, equal to or above the current market value of the underlying
security at the time the option is written.

21. PURCHASING CALL OPTIONS. The Equity Funds may purchase call options
to hedge against an increase in the price of securities that the Fund wants
ultimately to buy. Such hedge protection is provided during the life of the call
option since the Fund, as holder of the call option, is able to buy the
underlying security at the exercise price regardless of any increase in the
underlying security's market price. In order for a call option to be profitable,
the market price of the underlying security must rise sufficiently above the
exercise price to cover the premium and transaction costs. These costs will
reduce any profit the Fund might have realized had it bought the underlying
security at the time it purchased the call option. The Funds may sell, exercise
or close out positions as the Adviser deems appropriate.

22. PURCHASING PUT OPTIONS. Each Equity Fund may purchase put options
to protect its portfolio holdings in an underlying security against a decline in
market value. Such hedge protection is provided during the life of the put
option since the Fund, as holder of the put option, is able to sell the
underlying security at the put exercise price regardless of any decline in the
underlying security's market price. For a put option to be profitable, the
market price of the underlying security must decline sufficiently below the
exercise price to cover the premium and transaction costs. By using put options
in this manner, a Fund will reduce any profit it might otherwise have realized
from appreciation of the underlying security by the premium paid for the put
option and by transaction costs.

23. OPTIONS IN STOCK INDICES. The Equity Funds may engage in options on
stock indices. A stock index assigns relative values to the common stock
included in the index with the index fluctuating with changes in the market
values of the underlying common stock.

Options on stock indices are similar to options on stocks but have
different delivery requirements. Stock options provide the right to take or make
delivery of the underlying stock at a specified price. A stock index option
gives the holder the right to receive a cash "exercise settlement amount" equal
to (i) the amount by which the fixed exercise price of the option exceeds (in
the case of a put) or is less than (in the case of a call) the closing value of
the underlying index on the date of exercise, multiplied by (ii) a fixed "index
multiplier." Receipt of this cash amount will depend upon the closing level of
the stock index upon which the option is based being greater than (in the case
of a call) or less than (in the case of a put) the exercise price of the option.
The amount of cash received will be equal to such difference between the closing
price of the index and exercise price of the option expressed in dollars times a
specified multiple. The writer of the option is obligated, in return of the
premium received, to make delivery of this amount. Gain or loss to a Fund on
transactions in stock index options will depend on price movements in the stock
market generally (or in a particular industry or segment of the market) rather
than price movements of individual securities.

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<PAGE>

As with stock options, a Fund may offset its position in stock index
options prior to expiration by entering into a closing transaction on an
exchange or it may let the option expire unexercised.

A stock index fluctuates with changes in the market values of the stock
so included. Some stock index options are based on a broad market index, such as
the Standard & Poor's 500 or the New York Stock Exchange Composite Index, or a
narrower market index such as the Standard & Poor's 100. Indices are also based
on an industry or market segment such as the AMEX Oil and Gas Index or the
Computer and Business Equipment Index. Options on stock indices are currently
traded on the following exchanges among others: The Chicago Board Options
Exchange, New York Stock Exchange, American Stock Exchange and London Stock
Exchange.

A Fund's ability to hedge effectively all or a portion of its
securities through transactions in options on stock indices depends on the
degree to which price movements in the underlying index correlate with price
movements in the Fund's portfolio securities. Since a Fund's portfolio will not
duplicate the components of an index, the correlation will not be exact.
Consequently, a Fund bears the risk that the prices of the securities being
hedged will not move in the same amount as the hedging instrument. It is also
possible that there may be a negative correlation between the index or other
securities underlying the hedging instrument and the hedged securities which
would result in a loss on both such securities and the hedging instrument.

A Fund will enter into an option position only if there appears to be a
liquid secondary market for such options.

A Fund will not engage in transactions in options on stock indices for
speculative purposes but only to protect appreciation attained, to offset
capital losses and to take advantage of the liquidity available in the option
markets. The aggregate premium paid on all options on stock indices will not
exceed 20% of a Fund's total assets.

24. RISK FACTORS IN OPTIONS TRANSACTIONS. The successful use of options
strategies depends on the ability of the Adviser or, where applicable, the
Sub-Adviser to forecast interest rate and market movements correctly.

When it purchases an option, a Fund runs the risk that it will lose its
entire investment in the option in a relatively short period of time, unless the
Fund exercises the option or enters into a closing sale transaction with respect
to the option during the life of the option. If the price of the underlying
security does not rise (in the case of a call) or fall (in the case of a put) to
an extent sufficient to cover the option premium and transaction costs, a Fund
will lose part or all of its investment in the option. This contrasts with an
investment by a Fund in the underlying securities, since the Fund may continue
to hold its investment in those securities notwithstanding the lack of a change
in price of those securities.

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<PAGE>

The effective use of options also depends on a Fund's ability to
terminate option positions at times when the Adviser or, where applicable, the
Sub-Adviser deems it desirable to do so. Although a Fund will take an option
position only if its Adviser or, where applicable, the Sub-Adviser believes
there is liquid secondary market for the option, there is no assurance that a
Fund will be able to effect closing transactions at any particular time or at an
acceptable price.

If a secondary trading market in options were to become unavailable, a
Fund could no longer engage in closing transactions. Lack of investor interest
might adversely affect the liquidity of the market for particular options or
series of options. A marketplace may discontinue trading of a particular option
or options generally. In addition, a market could become temporarily unavailable
if unusual events such as volume in excess of trading or clearing capability,
were to interrupt normal market operations. A marketplace may at times find it
necessary to impose restrictions on particular types of options transactions,
which may limit a Fund's ability to realize its profits or limit its losses.

Disruptions in the markets for securities underlying options purchased
or sold by a Fund could result in losses on the options. If trading is
interrupted in an underlying security, the trading of options on that security
is normally halted as well. As a result, a Fund as purchaser or writer of an
option will be unable to close out its positions until options trading resumes,
and it may be faced with losses if trading in the security reopens at a
substantially different price. In addition, the Options Clearing Corporation
(OCC) or other options markets, such as the London Options Clearing House, may
impose exercise restrictions. If a prohibition on exercise is imposed at the
time when trading in the option has also been halted, a Fund as purchaser or
writer of an option will be locked into its position until one of the two
restrictions has been lifted. If a prohibition on exercise remains in effect
until an option owned by a Fund has expired, the Fund could lose the entire
value of its option.

25. FUTURES CONTRACTS ON SECURITIES AND RELATED OPTIONS. The Equity
Funds and Fixed Income Funds may invest in futures and related options based on
any type of security or index traded on U.S. or foreign exchanges, or over the
counter as long as the underlying security or the securities represented by the
future or index are permitted investments of the Fund. Futures and options can
be combined with each other in order to adjust the risk and return parameters of
a Fund.

26. FUTURES CONTRACTS ON SECURITIES. The Equity Funds and Fixed Income
Funds will enter into futures contracts on securities only when, in compliance
with the SEC's requirements, cash or equivalents equal in value to the
securities' value (less any applicable margin deposits) have been deposited in a
segregated account of the Fund's custodian.

A futures contract sale creates an obligation by the seller to deliver
the type of instrument called for in the contract in a specified delivery month
for a stated price. A futures contract purchase creates an obligation by the
purchaser to take delivery of the type of instrument called for in the contract
in a specified delivery month at a stated price. The specific instruments

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<PAGE>

delivered or taken at settlement date are not determined until on or near that
date. The determination is made in accordance with the rules of the exchanges on
which the futures contract was made. Futures contracts are traded in the United
States only on the commodity exchange or boards of trade, known as "contract
markets," approved for such trading by the Commodity Futures Trading Commission
(CFTC), and must be executed through a futures commission merchant or brokerage
firm which is a member of the relevant contract market.

Although futures contracts by their terms call for actual delivery or
acceptance of securities, the contracts usually are closed out before the
settlement date without the making or taking of delivery. Closing out a futures
contract sale is effected by purchasing a futures contract for the same
aggregate amount of the specific type of financial instrument with the same
delivery date. If the price of the initial sale of the futures contract exceeds
the price of the offsetting purchase, the seller is paid the difference and
realizes a gain. Similarly, the closing out of a futures contract purchase is
effected by the purchaser's entering into a futures contract sale. If the
offsetting sale price exceeds the purchase price, the purchaser realizes a gain,
and if the purchase price exceeds the offsetting sale price, the purchaser
realizes a loss.

Unlike when a Fund purchases or sells a security, no price is paid or
received by the Fund upon the purchase or sale of a futures contract, although
the Fund is required to deposit with its custodian in a segregated account in
the name of the futures broker an amount of cash and/or U.S. Government
securities. This amount is known as "initial margin." The nature of initial
margin in futures transactions is different from that of margin in security
transactions in that futures contract margin does not involve the borrowing of
funds by the Fund to finance the transactions. Rather, initial margin is in the
nature of a performance bond or good faith deposit on the contract that is
returned to the Fund upon termination of the futures contract, assuming all
contractual obligations have been satisfied. Futures contracts also involve
brokerage costs.

Subsequent payments, called "variation margin," to and from the broker
(or the custodian) are made on a daily basis as the price of the underlying
security fluctuates, making the long and short positions in the futures contract
more or less valuable, a process known as "marking to market."

A Fund may elect to close some or all of its futures positions at any
time prior to their expiration. The purpose of making such a move would be to
reduce or eliminate the hedge position then currently held by the Fund. A Fund
may close its positions by taking opposite positions which will operate to
terminate the Fund's position in the futures contracts. Final determinations of
variation margin are then made, additional cash is required to be paid by or
released to the Fund, and the Fund realizes a loss or a gain. Such closing
transactions involve additional commission costs.

27. OPTIONS ON SECURITIES' FUTURES CONTRACTS. The Equity Funds and
Fixed Income Funds will enter into written options on securities' futures
contracts only when in compliance with the SEC's requirements, cash or
equivalents equal in value to the securities' value (less any

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<PAGE>

applicable margin deposits) have been deposited in a segregated account of the
Fund's custodian. A Fund may purchase and write call and put options on the
futures contracts it may buy or sell and enter into closing transactions with
respect to such options to terminate existing positions. A Fund may use such
options on futures contracts in lieu of writing options directly on the
underlying securities or purchasing and selling the underlying futures
contracts. Such options generally operate in the same manner as options
purchased or written directly on the underlying investments.

As with options on securities, the holder or writer of an option may
terminate his or her position by selling or purchasing an offsetting option.
There is no guarantee that such closing transactions can be effected.

A Fund will be required to deposit initial margin and maintenance
margin with respect to put and call options on futures contracts written by it
pursuant to brokers' requirements similar to those described above.

Aggregate initial margin deposits for futures contracts (including
futures contracts on securities, indices and currency) and premiums paid for
related options may not exceed 5% of a Fund's total assets.

28. RISK OF TRANSACTIONS IN SECURITIES' FUTURES CONTRACTS AND RELATED
OPTIONS. Successful use of securities' futures contracts by a Fund is subject to
the ability of the Adviser or, where applicable, the Sub-Adviser to predict
correctly movements in the direction of interest rates and other factors
affecting securities markets.

Compared to the purchase or sale of futures contracts, the purchase of
call or put options on futures contracts involves less risk to a Fund because
the maximum amount at risk is the premium paid for the options (plus transaction
costs). However, there may be circumstances when the purchase of a call or put
option on a futures contract would result in a loss to a Fund when the purchase
or sale of a futures contract would not, such as when there is no movement in
the price of the hedged investments. The writing of an option on a futures
contract involves risks similar to those risks relating to the sale of futures
contracts.

There is no assurance that higher than anticipated trading activity or
other unforeseen events will not, at times, render certain market clearing
facilities inadequate, and thereby result in the institution by exchanges of
special procedures which may interfere with the timely execution of customer
orders.

To reduce or eliminate a hedge position held by a Fund, the Fund may
seek to close out a position. The ability to establish and close out positions
will be subject to the development and maintenance of a liquid secondary market.
It is not certain that this market will develop or continue to exist for a
particular futures contract. Reasons for the absence of a liquid secondary
market on an exchange include the following: (i) there may be insufficient
trading interest in

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<PAGE>

certain contracts or options; (ii) restrictions may be imposed by an exchange on
opening transactions or closing transactions or both; (iii) trading halts,
suspensions or other restrictions may be imposed with respect to particular
classes or series of contracts or options, or underlying securities; (iv)
unusual or unforeseen circumstances may interrupt normal operations on an
exchange; (v) the facilities of an exchange or a clearing corporation may not at
all times be adequate to handle current trading volume; or (vi) one or more
exchanges could, for economic or other reasons, decide or be compelled at some
future date to discontinue the trading of contracts or options (or a particular
class or series of contracts or options), in which event the secondary market on
that exchange (or in the class or series of contracts or options) would cease to
exist, although outstanding contracts or options on the exchange that had been
issued by a clearing corporation as a result of trades on that exchange would
continue to be exercisable in accordance with their terms.

29. INDEX FUTURES CONTRACTS. The Equity Funds may enter into stock
index futures contracts, debt index futures contracts, or other index futures
contracts appropriate to its objective, and may purchase and sell options on
such index futures contracts. A Fund will not enter into any index futures
contract for the purpose of speculation, and will only enter into contracts
traded on securities exchanges with standardized maturity dates.

An index futures contract is a bilateral agreement pursuant to which
two parties agree to take or make delivery of an amount of cash equal to a
specified dollar amount times the difference between the index value at the
close of trading of the contracts and the price at which the futures contract is
originally struck. No physical delivery of the securities comprising the index
is made; generally contracts are closed out prior to the expiration date of the
contract. No price is paid upon entering into index futures contracts. When a
Fund purchases or sells an index futures contract, it is required to make an
initial margin deposit in the name of the futures broker and to make variation
margin deposits as the value of the contract fluctuates, similar to the deposits
made with respect to futures contracts on securities. Positions in index futures
contracts may be closed only on an exchange or board of trade providing a
secondary market for such index futures contracts. The value of the contract
usually will vary in direct proportion to the total face value.

A Fund's ability to effectively utilize index futures contracts depends
on several factors. First, it is possible that there will not be a perfect price
correlation between the index futures contracts and their underlying index.
Second, it is possible that a lack of liquidity for index futures contracts
could exist in the secondary market, resulting in the Fund's inability to close
a futures position prior to its maturity date. Third, the purchase of an index
futures contract involves the risk that the Fund could lose more than the
original margin deposit required to initiate a futures transaction. In order to
avoid leveraging and related risks, when a Fund purchases an index futures
contract, it will collateralize its position by depositing an amount of cash or
cash equivalents, equal to the market value of the index futures positions held,
less margin deposits, in a segregated account with the Fund's custodian.
Collateral equal to the current market value of the index futures position will
be maintained only a daily basis.

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<PAGE>

The extent to which a Fund may enter into transactions involving index
futures contracts may be limited by the Internal Revenue Code's requirements for
qualification as a regulated investment company and the Funds' intention to
qualify as such.

30. OPTIONS ON INDEX FUTURES CONTRACTS. Options on index futures
contracts are similar to options on securities except that options on index
futures contracts gives the purchaser the right, in return for the premium paid,
to assume a position in an index futures contract (a long position if the option
is a call and a short position if the option is a put), at a specified exercise
price at any time during the period of the option. Upon exercise of the option,
the delivery of the futures position by the writer of the option to the holder
of the option will be accompanied by delivery of the accumulated balance in the
writer's futures margin account which represents the amount by which the market
price of the index futures contract, at exercise, exceeds (in the case of a
call) or is less than (in the case of a put) the exercise price of the option on
the index futures contract. If an option is exercised on the last trading day
prior to the expiration date of the option, the settlement will be made entirely
in cash equal to the difference between the exercise price of the option and the
closing level of the index on which the future is based on the expiration date.
Purchasers of options who fail to exercise their options prior to the exercise
date suffer a loss of the premium.

31. FOREIGN INVESTMENT. Certain of the Funds may invest in U.S. dollar
denominated obligations of securities of foreign issuers. Permissible
investments may consist of obligations of foreign branches of U.S. banks and
foreign or domestic branches of foreign banks, including European Certificates
of Deposit, European Time Deposits, Canadian Time Deposits and Yankee
Certificates of Deposits, and investments in Canadian Commercial Paper, foreign
securities and Europaper. In addition, the Equity Funds may invest in American
Depositary Receipts. The Equity Funds and Fixed Income Funds may also invest in
securities issued or guaranteed by foreign corporations or foreign governments,
their political subdivisions, agencies or instrumentalities and obligations of
supranational entities such as the World Bank and the Asian Development Bank.
Any investments in these securities will be in accordance with a Fund's
investment objective and policies, and are subject to special risks that differ
in some respects from those related to investments in obligations of U.S.
domestic issuers. Such risks include future adverse political and economic
developments, the possible imposition of withholding taxes on interest or other
income, possible seizure, nationalization, or expropriation of foreign deposits,
the possible establishment of exchange controls or taxation at the source,
greater fluctuations in value due to changes in exchange rates, or the adoption
of other foreign governmental restrictions which might adversely affect the
payment of principal and interest on such obligations. Such investments may also
entail higher custodial fees and sales commissions than domestic investments. To
the extent that a Fund may invest in securities of foreign issuers that are not
traded on any exchange, there is a further risk that these securities may not be
readily marketable. Foreign issuers of securities or obligations are often
subject to accounting treatment and engage in business practices different from
those respecting domestic issuers of similar securities or obligations. Foreign
branches of U.S. banks and foreign banks may be subject to less stringent
reserve requirements than those applicable to domestic branches of U.S. banks.

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<PAGE>

On January 1, 1999, the European Monetary Market Union ("EMU")
introduced a new single currency, the euro, which replaced the national currency
for participating member countries. Those countries are Austria, Belgium,
Finland, France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Portugal
and Spain. A new European Central Bank ("ECB") was created to manage the
monetary policy of the new unified region. On the same day, exchange rates were
irrevocably fixed between the EMU member countries. National currencies will
continue to circulate until they are replaced by coins and banks notes by the
middle of 2002.

The Small Cap Value Fund and International Equity Fund may invest in
the securities of emerging market issuers. Investing in emerging market
securities involves risks which are in addition to the usual risks inherent in
foreign investments. Some emerging markets countries may have fixed or managed
currencies that are not free-floating against the U.S. dollar. Further, certain
currencies may not be traded internationally. Certain of these currencies have
experienced a steady devaluation relative to the U.S. dollar. Any devaluation in
the currencies in which the Fund's securities are denominated may have a
detrimental impact on the Fund.

Some countries with emerging securities markets have experienced
substantial, and in some periods extremely high, rates of inflation for many
years. Inflation and rapid fluctuation in inflation rates have had and may
continue to have negative effects on the economies and securities markets of
certain countries. Moreover, the economies of some countries may differ
favorably or unfavorably from the U.S. economy in such respects as rate of
growth of gross domestic product, the rate of inflation, capital reinvestment,
resource self-sufficiency, number and depth of industries forming the economy's
base, governmental controls and investment restrictions that are subject to
political change and balance of payments position. Further, there may be greater
difficulties or restrictions with respect to investments made in emerging
markets countries.

Emerging markets typically have substantially less volume than U.S.
markets. In addition, securities in many of such markets are less liquid, and
their prices often are more volatile, than securities of comparable U.S.
companies. Such markets often have different clearance and settlement procedures
for securities transactions, and in some markets there have been times when
settlements have been unable to keep pace with the volume of transactions,
making it difficult to conduct transactions. Delays in settlement could result
in temporary periods when assets may be uninvested. Settlement problems in
emerging markets countries also could cause the Fund to miss attractive
investment opportunities. Satisfactory custodial services may not be available
in some emerging markets countries, which may result in the Fund's incurring
additional costs and delays in the transportation and custody of such
securities.

32. FOREIGN CURRENCY TRANSACTIONS. Under normal market conditions, the
International Equity Fund may engage in foreign currency exchange transactions
to protect against uncertainty in the level of future exchange rates. The
International Equity Fund expects to engage in foreign currency exchange
transactions in connection with the purchase and sale of portfolio securities
("transaction hedging"), and to protect the value of specific portfolio
positions ("position

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hedging"). The Fund may purchase or sell a foreign currency on a spot (or cash)
basis at the prevailing spot rate in connection with the settlement of
transactions in portfolio securities denominated in that foreign currency, and
may also enter into contracts to purchase or sell foreign currencies at a future
date ("forward contracts") and purchase or sell foreign currency futures
contracts ("futures contracts"). The Fund may also purchase domestic and foreign
exchange-listed and over-the-counter call and put options on foreign currencies
and futures contracts. Hedging transactions involve costs and may result in
losses, and the Fund's ability to engage in hedging and related options
transactions may be limited by tax considerations.

33. TRANSACTION HEDGING. When it engages in transaction hedging, the
International Equity Fund enters into foreign currency transactions with respect
to specific receivables or payables of the International Equity Fund, generally
arising in connection with the purchase or sale of its portfolio securities. The
International Equity Fund will engage in transaction hedging when it desires to
"lock in" the U.S. dollar price of a security it has agreed to purchase or sell,
or the U.S. dollar equivalent of a dividend or interest payment in a foreign
currency. By transaction hedging, the Fund will attempt to protect itself
against a possible loss resulting from an adverse change in the relationship
between the U.S. dollar and the applicable foreign currency during the period
between the date on which the security is purchased or sold, or on which the
dividend or interest payment is declared, and the date on which such payments
are made or received.

Although there is no current intention to do so, the International
Equity Fund reserves the right to purchase and sell foreign currency futures
contracts which are traded in the United States and are subject to regulation by
the CFTC.

For transaction hedging purposes the International Equity Fund may also
purchase exchange-listed call and put options on foreign currency futures
contracts and on foreign currencies. A put option on a futures contract gives
the Fund the right to assume a short position in the futures contract until
expiration of the option. A put option on currency gives the Fund the right to
sell a currency at an exercise price until the expiration of the option. A call
option on a futures contract gives the Fund the right to assume a long position
in the futures contract until the expiration of the option. A call option on
currency gives the Fund the right to purchase a currency at the exercise price
until the expiration of the option.

34. POSITION HEDGING. When it engages in position hedging, the
International Equity Fund enters into foreign currency exchange transactions to
protect against a decline in the values of the foreign currencies in which its
portfolio securities are denominated (or an increase in the value of currency
for securities which the Sub-Adviser expects to purchase, when the Fund holds
cash or short-term investments). In connection with the position hedging, the
Fund may purchase or sell foreign currency forward contracts or foreign currency
on a spot basis.

The precise matching of the amounts of foreign currency exchange
transactions and the value of the portfolio securities involved will not
generally be possible since the value of such securities in foreign currencies
will change as a consequence of market movements in the value

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of those securities between the dates the currency exchange transactions are
entered into and the dates they mature.

It is impossible to forecast with precision the market value of
portfolio securities at the expiration or maturity of a forward contract or
futures contract. Accordingly, it may be necessary for the International Equity
Fund to purchase additional foreign currency on the spot market (and bear the
expense of such purchase) if the market value of the security or securities
being hedged is less than the amount of foreign currency the Fund is obligated
to deliver and if a decision is made to sell the security or securities and make
delivery of the foreign currency. Conversely, it may be necessary to sell on the
spot market some of the foreign currency received upon the sale of the portfolio
security or securities if the market value of such security or securities
exceeds the amount of foreign currency the Fund is obligated to deliver.

Transaction and position hedging do not eliminate fluctuations in the
underlying prices of the securities which the International Equity Fund owns or
expects to purchase or sell. They simply establish a rate of exchange which one
can achieve at some future point in time. Additionally, although these
techniques tend to minimize the risk of loss due to a decline in the value of
the hedged currency, they tend to limit any potential gain which might result
from the increase in the value of such currency.

35. CURRENCY FORWARD AND FUTURES CONTRACTS. Consistent with its
investment objective and policies, the International Equity Fund and Small Cap
Value Fund may invest in currency forward and futures contracts. A forward
contract involves an obligation to purchase or sell a specific currency at a
future date, which may be any fixed number of days from the date of the contract
as agreed by the parties, at a price set at the time of the contract. In the
case of a cancelable forward contract, the holder has the unilateral right to
cancel the contract at maturity by paying a specified fee. Forward contracts are
trades in the interbank markets conducted directly between currency traders
(usually large commercial banks) and their customers. A forward contract
generally has no deposit requirement, and no commissions are charged at any
stage for trades.

A futures contract is a standardized contract for the future delivery
of a specified amount of a foreign currency at a future date at a price set at
the time of the contract. Futures contracts are designed by and traded on
exchanges. The Fund would enter into futures contracts solely for hedging or
other appropriate risk management purposes as defined in the controlling
regulations.

Forward contracts differ from futures contracts in certain respects.
For example, the maturity date of a forward contract may be any fixed number of
days from the date of the contract agreed upon by the parties, rather than a
predetermined date in a given month. Forward contracts may be in any amounts
agreed upon by the parties rather than predetermined amounts. Also, forward
contracts are traded directly between currency traders so that no intermediary
is required. A forward contract generally requires no margin or other deposit.

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At the maturity of a forward or futures contract, the Fund may either
accept or make delivery of the currency specified in the contract, or at or
prior to maturity enter into a closing transaction involving the purchase or
sale of an offsetting contract. Closing transactions with respect to forward
contracts are usually effected with the currency trader who is a party to the
original forward contract. Closing transactions with respect to futures
contracts are effected on a commodities exchange; a clearing corporation
associated with the exchange assumes responsibility for closing out such
contracts.

Positions in the futures contracts may be closed out only on an
exchange or board of trade which provides a secondary market in such contracts.
Although the Fund intends to purchase or sell futures contracts only on
exchanges or boards of trade where there appears to be an active secondary
market, there is no assurance that a secondary market on an exchange or board of
trade will exist for any particular contract or at any particular time. In such
event, it may not be possible to close a futures position and, in the event of
adverse price movements, the Fund would continue to be required to make daily
cash payments of variation margin, as described below.

A Fund may conduct its foreign currency exchange transactions on a spot
(i.e., cash) basis at the spot rate prevailing in the foreign currency exchange
market or through entering into forward currency contracts to protect against
uncertainty in the level of future exchange rates between particular currencies
or between foreign currencies in which the Fund's securities are or may be
denominated. Under normal circumstances, consideration of the prospect for
changes in currency exchange rates will be incorporated into the Fund's
long-term investment strategies. However, the Adviser and Sub-Adviser believe
that it is important to have the flexibility to enter into forward currency
contracts when it determines that the best interests of the Fund will be served.

When the Adviser and Sub-Adviser believe that the currency of a
particular country may suffer a significant decline against another currency,
the Fund may enter into a currency contract to sell, for the appropriate
currency, the amount of foreign currency approximating the value of some or all
of the Fund's securities denominated in such foreign currency. The Fund may
realize a gain or loss from currency transactions.

36. GENERAL CHARACTERISTICS OF CURRENCY FUTURES CONTRACTS. When the
International Equity Fund or Small Cap Value Fund purchases or sells a futures
contract, it is required to deposit with its custodian an amount of cash or U.S.
Treasury bills up to 5% of the amount of the futures contract. This amount is
known as "initial margin." The nature of initial margin is different from that
of margin in security transactions in that it does not involve borrowing money
to finance transactions. Rather, initial margin is similar to a performance bond
or good faith deposit that is returned to a Fund upon termination of the
contract, assuming a Fund satisfies its contractual obligation.

Subsequent payments to and from the broker occur on a daily basis in a
process known as "marking to market." These payments are called "variation
margin," and are made as the value of

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the underlying futures contract fluctuates. For example, when a Fund sells a
futures contract and the price of the underlying currency rises above the
delivery price, the International Fund's position declines in value. The Fund
then pays a broker a variation margin payment equal to the difference between
the delivery price of the futures contract and the market price of the currency
underlying the futures contract. Conversely, if the price of the underlying
currency falls below the delivery price of the contract, the Fund's futures
position increases in value. The broker then must make a variation margin
payment equal to the difference between the delivery price of the futures
contract and the market price of the currency underlying the futures contract.

When a Fund terminates a position in a futures contract, a final
determination of variation margin is made, additional cash is paid by or to the
Fund, and the Fund realizes a loss or gain. Such closing transactions involve
additional commission costs.

37. FOREIGN CURRENCY OPTIONS. Options on foreign currencies operate
similarly to options on securities, and are traded primarily in the
over-the-counter market, although options on foreign currencies have recently
been listed on several exchanges. Such options will be purchased or written only
when the International Equity or Small Cap Value Fund's Sub-Adviser believes
that a liquid secondary market exists for such options. There can be no
assurance that a liquid secondary market will exist for a particular option at
any specific time. Options on foreign currencies are affected by all of those
factors which influence foreign exchange rates and investments generally.

The value of a foreign currency option is dependent upon the value of
the foreign currency and the U.S. dollar, and may have no relationship to the
investment merits of a foreign security. Because foreign currency transactions
occurring in the interbank market involve substantially larger amounts than
those that may be involved in the use of foreign currency options, investors may
be disadvantaged by having to deal in an odd lot market (generally consisting of
transactions of less than $1 million) for the underlying foreign currencies at
prices that are less favorable than for round lots.

There is no systematic reporting of last sale information for foreign
currencies, and there is no regulatory requirement that quotations available
through dealer or other market sources be firm or revised on a timely basis.
Available quotation information is generally representative of very large
transactions in the interbank market, and thus may not reflect relatively
smaller transactions (less than $1 million), where rates may be less favorable.
The interbank market in foreign currencies is a global, around-the-clock market.

38. FOREIGN CURRENCY CONVERSION. Although foreign exchange dealers do
not charge a fee for currency conversion, they do realize a profit based on the
difference (the "spread") between prices at which they are buying and selling
various currencies. Thus, a dealer may offer to sell a foreign currency to the
International Equity Fund or the Small Cap Value Fund at one rate, while
offering a lesser rate of exchange should the Fund desire to resell that
currency to the dealer.

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<PAGE>

39. INDEX-BASED INVESTMENTS. Index-Based Investments, such as Standard
& Poor's Depository Receipts ("SPDRs"), NASDAQ-100 Index Tracking Stock ("NASDAQ
100s") and Dow Jones DIAMONDS ("Diamonds"), are interests in a unit investment
trust ("UIT") that may be obtained from the UIT or purchased in the secondary
market. SPDRs, NASDAQ 100s and DIAMONDS are listed on the American Stock
Exchange.

A UIT will generally issue Index-Based Investments in aggregations of
50,000 known as "Creation Units" in exchange for a "Portfolio Deposit"
consisting of (a) a portfolio of securities substantially similar to the
component securities ("Index Securities") of the applicable index (the "Index"),
(b) a cash payment equal to a pro rata portion of the dividends accrued on the
UIT's portfolio securities since the last dividend payment by the UIT, net of
expenses and liabilities, and (c) a cash payment or credit ("Balancing Amount")
designed to equalize the net asset value of the Index and the net asset value of
a Portfolio Deposit.

Index-Based Investments are not individually redeemable, except upon
termination of the UIT. To redeem, the portfolio must accumulate enough
Index-Based Investments to reconstitute a Creation Unit (large aggregations of a
particular Index-Based Investment). The liquidity of small holdings of
Index-Based Investments, therefore, will depend upon the existence of a
secondary market. Upon redemption of a Creation Unit, the portfolio will receive
Index Securities and cash identical to the Portfolio Deposit required of an
investor wishing to purchase a Creation Unit that day.

The price of Index-Based Investments is derived and based upon the
securities held by the UIT. Accordingly, the level of risk involved in the
purchase or sale of Index-Based Investments is similar to the risk involved in
the purchase or sale of traditional common stock, with the exception that the
pricing mechanism for Index-Based Investments is based on a basket of stocks.
Disruptions in the markets for the securities underlying Index-Based Investments
purchased or sold by the Portfolio could result in losses on Index-Based
Investments. Trading in Index-Based Investments involves risks similar to those
risks, described above under "Options," involved in the writing of options on
securities.

40. SMALL CAP/SPECIAL EQUITY SITUATION SECURITIES. Certain Funds may
invest in the securities of small capitalization companies and companies in
special equity situations. Companies are considered to have a small market
capitalization if their capitalization is within the range of those companies in
the S&P 600 Small Cap Index. Companies are considered to be experiencing special
equity situations if they are experiencing unusual and possibly non-repetitive
developments, such as mergers; acquisitions; spin-offs; liquidations;
reorganizations; and new products, technology or management. These companies may
offer greater opportunities for capital appreciation than larger, more
established companies, but investment in such companies may involve certain
special risks. These risks may be due to the greater business risks of small
size, limited markets and financial resources, narrow product lines and frequent
lack of depth in management. The securities of such companies are often traded
in the over-the-counter market and may not be traded in volumes typical on a
national securities exchange. Thus, the

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<PAGE>

securities of such companies may be less liquid, and subject to more abrupt or
erratic market movements than securities of larger, more established growth
companies. Since a "special equity situation" may involve a significant change
from a company's past experiences, the uncertainties in the appraisal of the
future value of the company's equity securities and the risk of a possible
decline in the value of the Funds' investments are significant.

41. HIGH YIELD SECURITIES. The Small Cap Value Fund and the Fixed
Income Funds may invest in lower rated securities. Fixed income securities are
subject to the risk of an issuer's ability to meet principal and interest
payments on the obligation (credit risk), and may also be subject to price
volatility due to such factors as interest rate sensitivity, market perception
of the creditworthiness of the issuer and general market liquidity (market
risk). Lower rated or unrated (i.e., high yield) securities are more likely to
react to developments affecting market and credit risk than are more highly
rated securities, which primarily react to movements in the general level of
interest rates. The market values of fixed-income securities tend to vary
inversely with the level of interest rates. Yields and market values of high
yield securities will fluctuate over time, reflecting not only changing interest
rates but the market's perception of credit quality and the outlook for economic
growth. When economic conditions appear to be deteriorating, medium to lower
rated securities may decline in value due to heightened concern over credit
quality, regardless of the prevailing interest rates. Investors should carefully
consider the relative risks of investing in high yield securities and understand
that such securities are not generally meant for short-term investing.

The high yield market is relatively new and its growth has paralleled a
long period of economic expansion and an increase in merger, acquisition and
leveraged buyout activity. Adverse economic developments can disrupt the market
for high yield securities, and severely affect the ability of issuers,
especially highly leveraged issuers, to service their debt obligations or to
repay their obligations upon maturity which may lead to a higher incidence of
default on such securities. In addition, the secondary market for high yield
securities, which is concentrated in relatively few market makers, may not be as
liquid as the secondary market for more highly rated securities. As a result, a
Fund could find it more difficult to sell these securities or may be able to
sell the securities only at prices lower than if such securities were widely
traded. Furthermore, the Trust may experience difficulty in valuing certain
securities at certain times. Prices realized upon the sale of such lower rated
or unrated securities, under these circumstances, may be less than the prices
used in calculating a Fund's net asset value.

Lower rated or unrated debt obligations also present risks based on
payment expectations. If an issuer calls an obligation for redemption, a Fund
may have to replace the security with a lower yielding security, resulting in a
decreased return for investors. If a Fund experiences unexpected net
redemptions, it may be forced to sell its higher rated securities, resulting in
a decline in the overall credit quality of the Fund's investment portfolio and
increasing the exposure of the Fund to the risks of high yield securities.

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<PAGE>

A Fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise exercise its rights as a security holder to seek
to protect the interest of security holders if it determines this to be in the
interest of its Shareholders.

42. MONEY MARKET INSTRUMENTS. Each Fund, subject to its own investment
limitations, may invest in money market instruments which are short-term, debt
instruments or deposits and may include, for example, (i) commercial paper rated
within the highest rating category by a NRSRO at the time of investment, or, if
not rated, determined by the Adviser to be of comparable quality; (ii)
obligations (certificates of deposit, time deposits, bank master notes, and
bankers' acceptances) of thrift institutions, savings and loans, U.S. commercial
banks (including foreign branches of such banks), and U.S. and foreign branches
of foreign banks, provided that such institutions (or, in the case of a branch,
the parent institution) have total assets of $1 billion or more as shown on
their last published financial statements at the time of investment; (iii)
short-term corporate obligations rated within the three highest rating
categories by a NRSRO (e.g., at least A by S&P or A by Moody's) at the time of
investment, or, if not rated, determined by the Adviser to be of comparable
quality; (iv) general obligations issued by the U.S. Government and backed by
its full faith and credit, and obligations issued or guaranteed as to principal
and interest by agencies or instrumentalities of the U.S. Government (e.g.,
obligations issued by Farmers Home Administration, Government National Mortgage
Association, Federal Farm Credit Bank and Federal Housing Administration); (v)
receipts, including TRs, TIGRs and CATS; (vi) repurchase agreements involving
such obligations; (vii) money market funds and (viii) foreign commercial paper.
Certain of the obligations in which a Fund may invest may be variable or
floating rate instruments, may involve conditional or unconditional demand
features and may include variable amount master demand notes.

43. TREASURY RECEIPTS. Consistent with its investment objective,
policies and restrictions, each Fund may invest in Treasury receipts. Treasury
receipts are interests in separately traded interest and principal component
parts of U.S. Treasury obligations that are issued by banks and brokerage firms
and are created by depositing Treasury notes and Treasury bonds into a special
account at a custodian bank. The custodian holds the interest and principal
payments for the benefit of the registered owners of the certificates of such
receipts. The custodian arranges for the issuance of the certificates or
receipts evidencing ownership and maintains the register. Receipts include
"Treasury Receipts" ("TR's"), "Treasury Investment Growth Receipts" ("TIGR's"),
and "Certificates of Accrual on Treasury Securities" ("CATS"). TR's, TIGR's and
CATS are sold as zero coupon securities, which means that they are sold at a
substantial discount and redeemed at face value at their maturity date without
interim cash payments of interest or principal. This discount is accrued over
the life of the security, and such accretion will constitute the income earned
on the security for both accounting and tax purposes. Because of these features,
such securities may be subject to greater interest rate volatility than
interest-paying securities.

44. HIGH QUALITY INVESTMENTS WITH REGARD TO THE MONEY MARKET FUNDS. As
noted in the Prospectuses for the Money Market Funds, each such Fund may invest
only in obligations

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<PAGE>

determined by the Adviser to present minimal credit risks under guidelines
adopted by HighMark Funds' Board of Trustees.

With regard to the Diversified Money Market Fund and the California
Tax-Free Money Market Fund, investments will be limited to "Eligible
Securities." Eligible Securities include First Tier Securities and Second Tier
Securities. First Tier Securities include those that possess at least one rating
in the highest category and, if the securities do not possess a rating, those
that are determined to be of comparable quality by the Adviser pursuant to
guidelines adopted by the Board of Trustees. Second Tier Securities are all
other Eligible Securities.

A security subject to a tender or demand feature will be considered an
Eligible Security only if both the demand feature and the underlying security
possess a high quality rating or, if such do not possess a rating, are
determined by the Adviser to be of comparable quality; provided, however, that
where the demand feature would be readily exercisable in the event of a default
in payment of principal or interest on the underlying security, the obligation
may be acquired based on the rating possessed by the demand feature or, if the
demand feature does not possess a rating, a determination of comparable quality
by the Adviser. In applying the above-described investment policies, a security
that has not received a short-term rating will be deemed to possess the rating
assigned to an outstanding class of the issuer's short-term debt obligations if
determined by the Adviser to be comparable in priority and security to the
obligation selected for purchase by the Fund, or, if not available, the issuer's
long-term obligations, but only in accordance with the requirements of Rule
2a-7. A security that at the time of issuance had a maturity exceeding 397 days
but, at the time of purchase, has a remaining maturity of 397 days or less, is
considered an Eligible Security if it possesses a long-term rating, within the
two highest rating categories.

Certain of the obligations in which the Funds may invest may be
variable or floating rate instruments, may involve a conditional or
unconditional demand feature, and may include variable amount master demand
notes.

In the case of the Diversified Money Market Fund, Eligible Securities
include those obligations that, at the time of purchase, possess the highest
short-term rating from at least one NRSRO (the Diversified Money Market Fund may
also invest up to 5% of its net assets in obligations that, at the time of
purchase, possess one of the two highest short-term ratings from at least one
NRSRO, and in obligations that do not possess a short-term rating (i.e., are
unrated) but are determined by the Adviser to be of comparable quality to the
rated instruments eligible for purchase by the Fund under guidelines adopted by
the Board of Trustees). In the case of the California Tax-Free Money Market
Fund, Eligible Securities include those obligations that, at the time of
purchase, possess one of the two highest short-term ratings by at least one
NRSRO or do not possess a short-term rating (i.e., are unrated) but are
determined by the Adviser to be of comparable quality to the rated obligations
eligible for purchase by the Fund under guidelines adopted by the Board of
Trustees.

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<PAGE>

Specific obligations that the Diversified Money Market Fund may invest
in include:

(i) obligations issued by the U.S. Government, and backed by its
full faith and credit, and obligations issued or guaranteed as
to principal and interest by the agencies or instrumentalities
of the U.S. Government (e.g., obligations issued by Farmers
Home Administration, Government National Mortgage Association,
Federal Farm Credit Bank and Federal Housing Administration);

(ii) obligations such as bankers' acceptances, bank notes,
certificates of deposit and time deposits of thrift
institutions, savings and loans, U.S. commercial banks
(including foreign branches of such banks), and U.S. and
foreign branches of foreign banks, provided that such
institutions (or, in the case of a branch, the parent
institution) have total assets of $1 billion or more as shown
on their last published financial statements at the time of
investment;

(iii) short-term promissory notes issued by corporations, including
Canadian Commercial Paper ("CCP"), which is U.S.
dollar-denominated commercial paper issued by a Canadian
corporation or a Canadian counterpart of a U.S. corporation,
and Europaper, which is U.S. dollar-denominated commercial
paper of a foreign issuer;

(iv) U.S. dollar-denominated securities issued or guaranteed by
foreign governments, their political subdivisions, agencies or
instrumentalities, and obligations of supranational entities
such as the World Bank and the Asian Development Bank
(provided that the Fund invests no more than 5% of its assets
in any such instrument and invests no more than 25% of its
assets in such instruments in the aggregate);

(v) readily-marketable, short-term asset-backed debt securities,
repayment on which is obtained from an identifiable pool of
assets, typically receivables related to a particular
industry, such as credit card receivables, automobile loan or
lease related receivables, trade receivables or diversified
financial assets (provided that the Fund invests no more than
25% of its assets in any such industry and invests no more
than 35% of its assets in such instruments in the aggregate);

(vi) Treasury receipts, including TRs, TIGRs and CATs; and

(vii) repurchase agreements involving such obligations.

The Diversified Money Market Fund will not invest more than 5% of its
total assets in the First Tier Securities of any one issuer, except that the
Fund may invest up to 25% of its total assets in First Tier Securities of a
single issuer for a period of up to three business days. (This three day "safe
harbor" provision will not be applicable to the California Tax-Free Money Market

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Fund, because single state funds are specifically excluded from this Rule 2a-7
provision.) In addition, the Diversified Money Market Fund may not invest more
than 5% of its total assets in Second Tier Securities, with investments in the
Second Tier Securities of any one issuer further limited to the greater of 1% of
the Fund's total assets or $1.0 million. If a percentage limitation is satisfied
at the time of purchase, a later increase in such percentage resulting from a
change in the Diversified Money Market Fund's net asset value or a subsequent
change in a security's qualification as a First Tier or Second Tier Security
will not constitute a violation of the limitation. In addition, there is no
limit on the percentage of the Diversified Money Market Fund's assets that may
be invested in obligations issued or guaranteed by the U.S. Government, its
agencies, or instrumentalities and repurchase agreements fully collateralized by
such obligations.

Under the guidelines adopted by HighMark Funds' Board of Trustees, in
accordance with Rule 2a-7 under the Investment Company Act of 1940 (the "1940
Act"), when in the best interests of the Shareholders, the Adviser may be
required to promptly take appropriate action with respect to an obligation held
in a Fund's portfolio in the event of certain developments that indicate a
diminishment of the instrument's credit quality, such as where an NRSRO
downgrades an obligation below the second highest rating category, or in the
event of a default relating to the financial condition of the issuer.

The Appendix to this Statement of Additional Information identifies
each NRSRO that may be utilized by the Adviser with regard to portfolio
investments for the Funds and provides a description of relevant ratings
assigned by each such NRSRO. A rating by a NRSRO may be utilized only where the
NRSRO is neither controlling, controlled by, or under common control with the
issuer of, or any issuer, guarantor, or provider of credit support for, the
instrument.

45. ILLIQUID SECURITIES. Each Fund has adopted a non-fundamental policy
(which may be changed without shareholder approval) prohibiting the Fund from
investing more than 15% (in the case of each of the Money Market Funds, not more
than 10%) of its total assets in "illiquid" securities, which include securities
with legal or contractual restrictions on resale or for which no readily
available market exists but exclude such securities if resalable pursuant to
Rule 144A under the Securities Act ("Rule 144A Securities"). Pursuant to this
policy, the Funds may purchase Rule 144A Securities only in accordance with
liquidity guidelines established by the Board of Trustees of HighMark Funds and
only if the investment would be permitted under applicable state securities
laws.

46. RESTRICTED SECURITIES. Each Fund has adopted a nonfundamental
policy (which may be changed without Shareholder approval) permitting the Fund
to invest in restricted securities provided the Fund complies with the illiquid
securities policy described above. Restricted securities are securities that may
not be sold to the public without registration under the Securities Act of 1933
("1933 Act") and may be either liquid or illiquid. The Adviser will determine
the liquidity of restricted securities in accordance with guidelines established
by HighMark Funds' Board of Trustees. Restricted securities purchased by the
Funds may include

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<PAGE>

Rule 144A securities and commercial paper issued in reliance upon the "private
placement" exemption from registration under Section 4(2) of the 1933 Act
(whether or not such paper is a Rule 144A security).

INVESTMENT RESTRICTIONS

Unless otherwise indicated, the following investment restrictions are
fundamental and, as such, may be changed with respect to a particular Fund only
by a vote of a majority of the outstanding Shares of that Fund (as defined
below). Except with respect to a Fund's restriction governing the borrowing of
money, if a percentage restriction is satisfied at the time of investment, a
later increase or decrease in such percentage resulting from a change in asset
value will not constitute a violation of the restriction.

100% U.S. TREASURY MONEY MARKET FUND

The 100% U.S. Treasury Money Market Fund may not purchase securities
other than short-term obligations issued or guaranteed as to payment of
principal and interest by the full faith and credit of the U.S.
Treasury.

EACH OF THE GROWTH FUND, THE INCOME EQUITY FUND, THE BALANCED FUND, THE BOND
FUND, THE DIVERSIFIED MONEY MARKET FUND, THE U.S. GOVERNMENT MONEY MARKET FUND,
AND THE 100% U.S. TREASURY MONEY MARKET FUND MAY NOT:

1. Purchase securities on margin (except that, with respect to
the Growth Fund, the Income Equity Fund, the Balanced Fund and the Bond
Fund only, such Funds may make margin payments in connection with
transactions in options and financial and currency futures contracts),
sell securities short, participate on a joint or joint and several
basis in any securities trading account, or underwrite the securities
of other issuers, except to the extent that a Fund may be deemed to be
an underwriter under certain securities laws in the disposition of
"restricted securities" acquired in accordance with the investment
objectives and policies of such Fund;

2. Purchase or sell commodities, commodity contracts
(excluding, with respect to the Growth Fund, the Income Equity Fund,
the Balanced Fund, and the Bond Fund, options and financial and
currency futures contracts), oil, gas or mineral exploration leases or
development programs, or real estate (although investments by the
Growth Fund, the Income Equity Fund, the Balanced Fund, the Bond Fund,
and the Diversified Money Market Fund in marketable securities of
companies engaged in such activities and investments by the Growth
Fund, the Income Equity Fund, the Balanced Fund, and the Bond Fund in
securities secured by real estate or interests therein, are not hereby
precluded to the extent the investment is appropriate to such Fund's
investment objective and policies);

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<PAGE>

3. Invest in any issuer for purposes of exercising control or
management;

4. Purchase or retain securities of any issuer if the officers
or Trustees of HighMark Funds or the officers or directors of its
investment adviser owning beneficially more than one-half of 1% of the
securities of such issuer together own beneficially more than 5% of
such securities;

5. Borrow money or issue senior securities, except that a Fund
may borrow from banks or enter into reverse repurchase agreements for
temporary emergency purposes in amounts up to 10% of the value of its
total assets at the time of such borrowing; or mortgage, pledge, or
hypothecate any assets, except in connection with permissible
borrowings and in amounts not in excess of the lesser of the dollar
amounts borrowed or 10% of the value of the Fund's total assets at the
time of its borrowing. A Fund will not invest in additional securities
until all its borrowings (including reverse repurchase agreements) have
been repaid. For purposes of this restriction, the deposit of
securities and other collateral arrangements with respect to options
and financial and currency futures contracts, and payments of initial
and variation margin in connection therewith, are not considered a
pledge of a Fund's assets; and

THE DIVERSIFIED MONEY MARKET FUND, THE U.S. GOVERNMENT MONEY MARKET FUND AND THE
100% U.S. TREASURY MONEY MARKET FUND MAY NOT:

1. Buy common stocks or voting securities, or state,
municipal or private activity bonds;

2. Write or purchase put or call options; or

3. Purchase securities of any one issuer, other than
obligations issued or guaranteed by the U.S. Government, its agencies,
or instrumentalities, if, immediately after the purchase, more than 5%
of the value of the Fund's total assets would be invested in such
issuer (except that up to 25% of the value of the Fund's total assets
may be invested without regard to the 5% limitation). (As indicated
below, the Funds have adopted a non-fundamental investment policy that
is more restrictive than this fundamental investment limitation);

4. Purchase any securities that would cause more than 25% of
the value of the Fund's total assets at the time of purchase to be
invested in the securities of one or more issuers conducting their
principal business activities in the same industry, provided that (a)
there is no limitation with respect to obligations issued or guaranteed
by the U.S. Government, its agencies, or instrumentalities, domestic
bank certificates of deposit or bankers' acceptances, and repurchase
agreements secured by bank instruments or obligations of the U.S.
Government, its agencies, or instrumentalities; (b) wholly owned
finance companies will be considered to be in the industries of their
parents if their

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<PAGE>

activities are primarily related to financing the activities of their
parents; and (c) utilities will be divided according to their services
(for example, gas, gas transmission, electric and gas, electric and
telephone will each be considered a separate industry).

5. Make loans, except that a Fund may purchase or hold debt
instruments, lend portfolio securities, and enter into repurchase
agreements as permitted by its individual investment objective and
policies.

The Diversified Money Market Fund, the U.S. Government Money
Market Fund, and the 100% U.S. Treasury Money Market Fund have each
adopted, in accordance with Rule 2a-7, a non-fundamental policy
providing that the 5% limit noted in limitation (3) above shall apply
to 100% of each Fund's assets. Notwithstanding, each such Fund may
invest up to 25% of its assets in First Tier qualified securities of a
single issuer for up to three business days.

EACH OF THE EQUITY AND FIXED INCOME FUNDS, OTHER THAN THE CALIFORNIA
INTERMEDIATE TAX-FREE BOND FUND, MAY NOT:

1. Purchase securities of any one issuer, other than
obligations issued or guaranteed by the U.S. Government, its agencies,
or instrumentalities, (and, with respect to the International Equity
Fund only, repurchase agreements involving such securities) if,
immediately after the purchase, more than 5% of the value of such
Fund's total assets would be invested in the issuer or the Fund would
hold more than 10% of any class of securities of the issuer or more
than 10% of the issuer's outstanding voting securities (except that up
to 25% of the value of the Fund's total assets may be invested without
regard to these limitations). With respect to the International Equity
Fund, for purposes of this investment limitation, each foreign
governmental issuer is deemed a separate issuer;

2. Purchase any securities that would cause more than 25% of
such Fund's total assets at the time of purchase to be invested in
securities of one or more issuers conducting their principal business
activities in the same industry, provided that (a) there is no
limitation with respect to obligations issued or guaranteed by the U.S.
or foreign governments or their agencies or instrumentalities and
repurchase agreements secured by obligations of the U.S. Government or
its agencies or instrumentalities; (b) wholly owned finance companies
will be considered to be in the industries of their parents if their
activities are primarily related to financing the activities of their
parents; and (c) utilities will be divided according to their services
(for example, gas, gas transmission, electric and gas, electric, and
telephone will each be considered a separate industry); and

3. Make loans, except that a Fund may purchase or hold debt
instruments, lend portfolio securities, and enter into repurchase
agreements in accordance with its investment objective and policies.

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<PAGE>

THE CALIFORNIA INTERMEDIATE TAX-FREE BOND FUND MAY NOT:

1. Purchase securities of any issuer (except securities issued
or guaranteed by the U.S. Government or its agencies and
instrumentalities and repurchase agreements involving such securities)
if as a result more than 5% of the total assets of the Fund would be
invested in securities of such issuer provided, however, that the Fund
may invest up to 25% of its total assets without regard to this
restriction as permitted by applicable law;

2. Purchase any securities which would cause more than 25% of
the total assets of the Fund to be invested in the securities of one or
more issuers conducting their principal business activities in the same
industry, provided that this limitation does not apply to investments
in the obligations issued or guaranteed by the U.S. Government or its
agencies and instrumentalities and repurchase agreements involving such
securities, and provided further, that utilities as a group will not be
considered to be one industry, and wholly-owned subsidiaries organized
to finance the operations of their parent companies will be considered
to be in the same industries as their parent companies; and

3. Make loans, except that the Fund may (a) purchase or hold
debt instruments in accordance with its investment objective and
policies; (b) enter into repurchase agreements; and (c) lend
securities.

THE CALIFORNIA TAX-FREE MONEY MARKET FUND MAY NOT:

1. Purchase or sell real estate; provided, however, that the
Fund may, to the extent appropriate to its investment objective,
purchase Municipal Securities secured by real estate or interests
therein or securities issued by companies investing in real estate or
interests therein;

2. Purchase securities on margin, make short sales of
securities or maintain a short position;

3. Underwrite the securities of other issuers;

4. Purchase securities of companies for the purpose of
exercising control or management;

5. Purchase or sell commodities or commodity contracts, or
invest in oil, gas or mineral exploration leases or development
programs; provided, however, the Fund may, to the extent appropriate to
the Fund's investment objective, purchase publicly traded obligations
of companies engaging in whole or in part in such activities;

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<PAGE>

6. Borrow money or issue senior securities, except that the
Fund may borrow from banks or enter into reverse repurchase agreements
for temporary emergency purposes in amounts up to 10% of the value of
its total assets at the time of such borrowing; or mortgage, pledge, or
hypothecate any assets, except in connection with permissible
borrowings and in amounts not in excess of the lesser of the dollar
amounts borrowed or 10% of the value of the Fund's total assets at the
time of its borrowing. The Fund will not invest in additional
securities until all its borrowings (including reverse repurchase
agreements) have been repaid;

7. Write or sell puts, calls, straddles, spreads, or
combinations thereof, except that the Fund may acquire puts with
respect to Municipal Securities in its portfolio and sell the puts in
conjunction with a sale of the underlying Municipal Securities;

8. Acquire a put, if, immediately after the acquisition, more
than 5% of the total amortized cost value of the Fund's assets would be
subject to puts from the same institution (except that (i) up to 25% of
the value of the Fund's total assets may be subject to puts without
regard to the 5% limitation and (ii) the 5% limitation is inapplicable
to puts that, by their terms, would be readily exercisable in the event
of a default in payment of principal or interest on the underlying
securities). In applying the above-described limitation, the Fund will
aggregate securities subject to puts from any one institution with the
Fund's investments, if any, in securities issued or guaranteed by that
institution. In addition, for the purpose of this investment
restriction and investment restriction No. 10 below, a put will be
considered to be from the party to whom the Fund will look for payment
of the exercise price;

9. Acquire a put that, by its terms, would be readily
exercisable in the event of a default in payment of principal and
interest on the underlying security or securities if, immediately after
the acquisition, the amortized cost value of the security or securities
underlying the put, when aggregated with the amortized cost value of
any other securities issued or guaranteed by the issuer of the put,
would exceed 10% of the total amortized cost value of the Fund's
assets; and

10. Purchase securities of any one issuer, other than
obligations issued or guaranteed by the U.S. Government, its agencies,
or instrumentalities, if, immediately after the purchase, more than 5%
of the value of its total assets would be invested in such issuer
(except that up to 25% of the value of the Fund's total assets may be
invested without regard to the 5% limitation). For purposes of this
investment restriction, a security is considered to be issued by the
government entity (or entities) whose assets and revenues back the
security or, with respect to be private activity bond that is backed
only by the assets and revenues of non-governmental user, by the
non-governmental user;

11. Purchase any securities that would cause 25% or more of
such Fund's total assets at the time of purchase to be invested in the
securities of one or more issuers

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<PAGE>

conducting their principal business activities in the same industry;
provided that this limitation shall not apply to securities of the
U.S. Government, its agencies or instrumentalities or Municipal
Securities or governmental guarantees of Municipal Securities; and
provided, further, that for the purpose of this limitation, private
activity bonds that are backed only by the assets and revenues of a
non-governmental user shall not be deemed to by Municipal Securities.

12. Make loans; except that the Fund may purchase or hold debt
instruments, lend portfolio securities and enter into repurchase
agreements as permitted by its investment objective and policies.

EACH OF THE BALANCED FUND, INCOME EQUITY FUND, GROWTH FUND, BOND FUND, 100% U.S.
TREASURY MONEY MARKET FUND, CALIFORNIA TAX-FREE MONEY MARKET FUND, DIVERSIFIED
MONEY MARKET FUND AND U.S. GOVERNMENT MONEY MARKET FUND:

1. May not purchase securities of other investment
companies, except as permitted by the 1940 Act.

EACH OF THE VALUE MOMENTUM FUND, THE CORE EQUITY FUND, THE INTERNATIONAL EQUITY
FUND, THE SMALL CAP VALUE FUND, THE INTERMEDIATE-TERM BOND FUND, AND THE
CALIFORNIA INTERMEDIATE TAX-FREE BOND FUND:

1. May purchase securities of any issuer only when consistent
with the maintenance of its status as a diversified company under the
Investment Company Act of 1940, or the rules or regulations thereunder,
as such statute, rules or regulations may be amended from time to time.

2. Concentrate investments in a particular industry or group
of industries, or within any one state (except that the limitation as
to investments in any one state or its political subdivision shall not
apply to the California Intermediate Tax-Free Bond Fund), as
concentration is defined under the Investment Company Act of 1940, or
the rules and regulations thereunder, as such statute, rules or
regulations may be amended from time to time.

3. May issue senior securities to the extent permitted by the
Investment Company Act of 1940, or the rules or regulations thereunder,
as such statute, rules or regulations may be amended from time to time.

4. May lend or borrow money to the extent permitted by the
Investment Company Act of 1940, or the rules or regulations thereunder,
as such statute, rules or regulations may be amended from time to time.

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<PAGE>

5. May purchase or sell commodities, commodities contracts,
futures contracts, or real estate to the extent permitted by the
Investment Company Act of 1940, or the rules or regulations thereunder,
as such statute, rules or regulations may be amended from time to time.

6. May underwrite securities to the extent permitted by the
Investment Company Act of 1940, or the rules or regulations thereunder,
as such statute, rules or regulations may be amended from time to time.

7. May pledge, mortgage or hypothecate any of its assets to
the extent permitted by the Investment Company Act of 1940, or the
rules or regulations thereunder, as such statute, rules or regulations
may be amended from time to time.

The fundamental limitations of the Value Momentum Fund, the Core Equity
Fund, the International Equity Fund, the Small Cap Value Fund, the
Intermediate-Term Bond Fund, and the California Intermediate Tax-Free Bond Fund
have been adopted to avoid wherever possible the necessity of shareholder
meetings otherwise required by the 1940 Act. This recognizes the need to react
quickly to changes in the law or new investment opportunities in the securities
markets and the cost and time involved in obtaining shareholder approvals for
diversely held investment companies. However, the Funds also have adopted
nonfundamental limitations, set forth below, which in some instances may be more
restrictive than their fundamental limitations. Any changes in a Fund's
nonfundamental limitations will be communicated to the Fund's shareholders prior
to effectiveness.

1940 ACT RESTRICTIONS. Under the 1940 Act, and the rules, regulations
and interpretations thereunder, a "diversified company," as to 75% of its totals
assets, may not purchase securities of any issuer (other than obligations of, or
guaranteed by, the U.S. Government, its agencies or its instrumentalities) if,
as a result, more than 5% of the value of its total assets would be invested in
the securities of such issuer or more than 10% of the issuer's voting securities
would be held by the fund. "Concentration" is generally interpreted under the
1940 Act to be investing more than 25% of net assets in an industry or group of
industries. The 1940 Act limits the ability of investment companies to borrow
and lend money and to underwrite securities. The 1940 Act currently prohibits an
open-end fund from issuing senior securities, as defined in the 1940 Act, except
under very limited circumstances.

The 1940 Act also limits the amount that the Funds may invest in other
investment companies prohibiting each Fund in the aggregate (with each other and
with all other mutual funds in the 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. The SEC rules applicable to money
market funds also govern and place certain quality restrictions on these
investments.

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<PAGE>

THE FOLLOWING INVESTMENT LIMITATIONS OF THE VALUE MOMENTUM FUND, THE CORE EQUITY
FUND, THE INTERNATIONAL EQUITY FUND, THE SMALL CAP VALUE FUND, THE
INTERMEDIATE-TERM BOND FUND, AND THE CALIFORNIA INTERMEDIATE TAX-FREE BOND FUND
ARE NON-FUNDAMENTAL POLICIES. EACH FUND MAY NOT:

1. Acquire more than 10% of the voting securities of any one
issuer. This limitation applies to only 75% of a Fund's assets.

2. Invest in companies for the purpose of exercising control.

3. Borrow money, except for temporary or emergency purposes
and then only in an amount not exceeding one-third of the value of
total assets and except that a Fund may borrow from banks or enter into
reverse repurchase agreements for temporary emergency purposes in
amounts up to 10% of the value of its total assets at the time of such
borrowing. To the extent that such borrowing exceeds 5% of the value of
the Fund's assets, asset coverage of at least 300% is required. In the
event that such asset coverage shall at any time fall below 300%, the
Fund shall, within three days thereafter or such longer period as the
Securities and Exchange Commission may prescribe by rules and
regulations, reduce the amount of its borrowings to such an extent that
the asset coverage of such borrowing shall be at least 300%. This
borrowing provision is included solely to facilitate the orderly sale
of portfolio securities to accommodate heavy redemption requests if
they should occur and is not for investment purposes. All borrowings
will be repaid before making additional investments and any interest
paid on such borrowings will reduce income.

4. Pledge, mortgage or hypothecate assets except to secure
temporary borrowings permitted by (3) above in aggregate amounts not to
exceed 10% of total assets taken at current value at the time of the
incurrence of such loan, except as permitted with respect to securities
lending.

5. Purchase or sell real estate, real estate limited
partnership interest, commodities or commodities contracts (except that
the Core Equity Fund, the International Equity Fund, the Value Momentum
Fund, the Intermediate-Term Bond Fund and the California Intermediate
Tax-Free Bond Fund may invest in futures contracts and options on
futures contracts, as disclosed in the prospectuses) and interest in a
pool of securities that are secured by interests in real estate.
However, subject to their permitted investments, any Fund may invest in
companies which invest in real estate, commodities or commodities
contracts.

6. Make short sales of securities, maintain a short position
or purchase securities on margin, except that HighMark Funds may obtain
short-term credits as necessary for the clearance of security
transactions.

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<PAGE>

7. Act as an underwriter of securities of other issuers except
as it may be deemed an underwriter in selling a Fund security.

8. Issue senior securities (as defined in the Investment
Company Act of 1940) except in connection with permitted borrowings as
described above or as permitted by rule, regulation or order of the
Securities and Exchange Commission.

9. Purchase or retain securities of an issuer if, to the
knowledge of HighMark Funds, an officer, trustee, partner or director
of HighMark Funds or the Adviser or Sub-Advisers of HighMark Funds owns
beneficially more than 1/2 or 1% of the shares or securities or such
issuer and all such officers, trustees, partners and directors owning
more than 1/2 or 1% of such shares or securities together own more than
5% of such shares or securities.

10. Invest in interest in oil, gas, or other mineral
exploration or development programs and oil, gas or mineral leases.

VOTING INFORMATION. As used in this Statement of Additional
Information, a "vote of a majority of the outstanding Shares" of HighMark Funds
or a particular Fund or a particular Class of Shares of HighMark Funds or a Fund
means the affirmative vote of the lesser of (a) more than 50% of the outstanding
Shares of HighMark Funds or such Fund or such Class, or (b) 67% or more of the
Shares of HighMark Funds or such Fund or such Class present at a meeting at
which the holders of more than 50% of the outstanding Shares of HighMark Funds
or such Fund or such Class are represented in person or by proxy.

PORTFOLIO TURNOVER

A Fund's turnover rate is calculated by dividing the lesser of a Fund's
purchases or sales of portfolio securities for the year by the monthly average
value of the portfolio securities. The calculation excludes all securities whose
maturities at the time of acquisition were one year or less. Thus, for
regulatory purposes, the portfolio turnover rate with respect to each of the
Money Market Funds was zero percent for each of the last two fiscal years, and
is expected to remain zero percent.

For HighMark Funds' fiscal years ended July 31, 1999 and July 31, 1998,
each Funds' portfolio turnover rate was as follows:
<TABLE>
<CAPTION>
FUND 1999 1998
---- ---- ----
<S> <C> <C>
Balanced Fund 34% 22%
Growth Fund 52% 67%
Income Equity Fund 71% 69%
International Equity Fund 87% 72%

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<PAGE>

<CAPTION>
FUND 1999 1998
---- ---- ----
<S> <C> <C>
Small Cap Value Fund 74% N/A
Value Momentum Fund 9% 7%
Bond Fund 39% 16%
California Intermediate Tax-Free Bond Fund 11% 23%
Intermediate-Term Bond Fund 19% 51%
</TABLE>

It is currently expected that the Core Equity Fund's portfolio turnover
rate will not exceed 40%.

The portfolio turnover rate may vary greatly from year to year as well
as within a particular year, and may also be affected by cash requirements for
redemption of Shares.

VALUATION

As disclosed in the Prospectuses, each Money Market Fund's net asset
value per share for purposes of pricing purchase and redemption orders is
determined by the administrator as of 1:00 p.m., Pacific Time (4:00 p.m. Eastern
Time) and 11:00 a.m. Pacific Time (2:00 p.m. Eastern Time) on days on which both
the New York Stock Exchange and the Federal Reserve wire system are open for
business ("Business Days"). As disclosed in the Prospectuses, each Equity Fund's
and Fixed Income Fund's net asset value per share for purposes of pricing
purchase and redemption orders is determined by the administrator as of 1:00
p.m., Pacific Time (4:00 p.m. Eastern Time) on days on which the New York Stock
Exchange is open for business (also "Business Days").

VALUATION OF THE MONEY MARKET FUNDS

The Money Market Funds have elected to use the amortized cost method of
valuation pursuant to Rule 2a-7 under the 1940 Act. The amortized cost method
involves valuing an instrument at its cost initially and thereafter assuming a
constant amortization to maturity of any discount or premium, regardless of the
impact of fluctuating interest rates on the market value of the instrument. This
method may result in periods during which value, as determined by amortized
cost, is higher or lower than the price a Fund would receive if it sold the
instrument. The value of securities in a Fund can be expected to vary inversely
with changes in prevailing interest rates.

HighMark Funds' Board of Trustees has undertaken to establish
procedures reasonably designed, taking into account current market conditions
and a Fund's investment objective, to stabilize the net asset value per Share of
each Money Market Fund for purposes of sales and redemptions at $l.00. These
procedures include review by the Trustees, at such intervals as they deem
appropriate, to determine the extent, if any, to which the net asset value per
Share of each Fund calculated by using available market quotations deviates from
$1.00 per Share. In the event such deviation exceeds one-half of one percent,
Rule 2a-7 requires that the Board promptly consider what action, if any, should
be initiated. If the Trustees believe that the extent of any

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<PAGE>

deviation from a Fund's $1.00 amortized cost price per Share may result in
material dilution or other unfair results to new or existing investors, the
Trustees will take such steps as they consider appropriate to eliminate or
reduce to the extent reasonably practicable any such dilution or unfair results.
These steps may include selling portfolio instruments prior to maturity,
shortening the average portfolio maturity of a Fund, withholding or reducing
dividends, reducing the number of a Fund's outstanding Shares without monetary
consideration, or utilizing a net asset value per Share based on available
market quotations.

VALUATION OF THE EQUITY FUNDS AND THE FIXED INCOME FUNDS

Except as noted below, investments by the Equity Funds and the Fixed
Income Funds in securities traded on a national exchange (or exchanges) are
valued based upon their last sale price on the principal exchange on which such
securities are traded. With regard to each such Fund, securities the principal
market for which is not a securities exchange are valued based upon the latest
bid price in such principal market. Securities and other assets for which market
quotations are not readily available are valued at their fair value as
determined in good faith under consistently applied procedures established by
and under the general supervision of HighMark Funds' Board of Trustees. With the
exception of short-term securities as described below, the value of each Fund's
investments may be based on valuations provided by a pricing service. Short-term
securities (i.e., securities with remaining maturities of 60 days or less) may
be valued at amortized cost, which approximates current value.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Purchases and redemptions of shares of the Money Market Funds may be
made on days on which both the New York Stock Exchange and the Federal Reserve
wire systems are open for business. Purchases and redemptions of shares of the
Equity Funds and Fixed Income Funds may be made on days on which the New York
Stock Exchange is open for business. Purchases will be made in full and
fractional Shares of HighMark Funds calculated to three decimal places.

It is currently HighMark Funds' policy to pay redemptions in cash.
HighMark Funds retains the right, however, to alter this policy to provide for
redemptions in whole or in part by a distribution in-kind of securities held by
the Funds other than the Money Market Funds in lieu of cash. Shareholders may
incur brokerage charges on the sale of any such securities so received in
payment of redemptions. However, a Shareholder will at all times be entitled to
aggregate cash redemptions from all Funds of HighMark Funds during any 90-day
period of up to the lesser of $250,000 or 1% of HighMark Funds' net assets.

HighMark Funds reserves the right to suspend the right of redemption
and/or to postpone the date of payment upon redemption for any period on which
trading on the New York Stock Exchange is restricted, or during the existence of
an emergency (as determined by the Securities and Exchange Commission by rule or
regulation) as a result of which disposal or valuation of the Fund's securities
is not reasonably practicable, or for such other periods as the Securities and

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<PAGE>

Exchange Commission has by order permitted. HighMark Funds also reserves the
right to suspend sales of Shares of the Funds for any period and to reject a
purchase order when the Distributor or the Adviser determines that it is not in
the best interest of HighMark Funds and/or its Shareholders to accept such
order.

If a Fund holds portfolio securities listed on foreign exchanges which
trade on Saturdays or other customary United States national business holidays,
the portfolio will trade and the net assets of the Fund's redeemable securities
may be significantly affected on days when the investor has no access to the
Fund.

Neither the transfer agent nor HighMark Funds will be responsible for
any loss, liability, cost or expense for acting upon wire or telephone
instructions that it reasonably believes to be genuine. HighMark Funds and
transfer agent will each employ reasonable procedures to confirm that
instructions, communicated by telephone are genuine. Such procedures may include
taping of telephone conversations.

PURCHASES THROUGH FINANCIAL INSTITUTIONS

Shares of the Funds may be purchased through financial institutions,
including the Adviser, that provide distribution assistance or Shareholder
services. Shares purchased by persons ("Customers") through financial
institutions may be held of record by the financial institution. Financial
institutions may impose an earlier cut-off time for receipt of purchase orders
directed through them to allow for processing and transmittal of these orders to
the transfer agent for effectiveness the same day. Customers should contact
their financial institution for information as to that institution's procedures
for transmitting purchase, exchange or redemption orders to HighMark Funds.

Customers who desire to transfer the registration of Shares
beneficially owned by them but held of record by a financial institution should
contact the institution to accomplish such change.

Depending upon the terms of a particular Customer account, a financial
institution may charge a Customer account fees. Information concerning these
services and any charges will be provided to the Customer by the financial
institution. Additionally, certain entities (including Participating
Organizations and Union Bank of California and its affiliates), may charge
customers a fee with respect to exchanges made on the customer's behalf.
Information about these charges, if any, can be obtained by the entity effecting
the exchange.

REDEMPTION BY CHECKWRITING

Checkwriting is available to Shareholders of the Money Market Funds who
have purchased Retail Shares directly from the Funds without the help of an
investment professional. HighMark Funds will provide Shareholders of record,
upon request and without charge, with

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<PAGE>

checks drawn on the Fund in which they have an account. Shareholders will be
required to sign signature cards and will be subject to any applicable rules and
regulations of the clearing bank relating to check redemption privileges.

Checks drawn on the Money Market Funds may be made payable to the order
of any payee in an amount of $500 or more. Shareholders should be aware that, as
in the case with bank checks, certain banks may not provide cash at the time of
deposit, but will wait until they have received payment from the clearing bank.
When a check is presented to the clearing bank for payment, subject to the
Fund's acceptance of the check, the clearing bank, as agent, causes the Fund to
redeem, at the net asset value next determined after such presentation, a
sufficient number of full and fractional shares in the shareholder's account to
cover the amount of the check. Checks will be returned by the clearing bank if
there are insufficient shares to meet the withdrawal amount. Shareholders of
record wishing to use this method of redemption should check the appropriate box
on the Account Application, obtain a signature card by calling 1-800-433-6884,
and mail the completed form and signature card to the transfer agent at P.O. Box
8416, Boston, Massachusetts 02266-8416. There is no charge for the clearance of
any checks, although the clearing bank will impose its customary overdraft fee
in connection with returning any checks as to which there are insufficient
shares to meet the withdrawal amount. As of the date of this Supplement, the
overdraft fee was $20. Shareholders are permitted to write a maximum of five
checks per month. A charge of $25 will be assessed to the account of a
Shareholder who writes more than the permitted maximum amount of checks per
month. Shareholders may not use a check to close their account.

SALES CHARGES

FRONT-END SALES CHARGES. The commissions shown in the Prospectuses
apply to sales through authorized dealers and brokers. Under certain
circumstances, the Distributor may use its own funds to compensate financial
institutions and intermediaries in amounts that are additional to the
commissions shown in the Prospectuses. In addition, the Distributor may, from
time to time and at its own expense, provide promotional incentives in the form
of cash or other compensation to certain financial institutions and
intermediaries whose registered representatives have sold or are expected to
sell significant amounts of the Class A Shares of a Fund. Such other
compensation may take the form of payments for travel expenses, including
lodging, incurred in connection with trips taken by qualifying registered
representatives to places within or without the United States. Under certain
circumstances, commissions up to the amount of the entire sales charge may be
reallowed to dealers or brokers, who might then be deemed to be "underwriters"
under the Securities Act of 1933. Commission rates may vary among the Funds.

CONTINGENT DEFERRED SALES CHARGES ("CDSC"). In determining whether a
particular redemption is subject to a contingent deferred sales charge, it is
assumed that the redemption is first of any Class A shares in the shareholder's
Fund account, second of Class B shares held for over six years or Class B shares
acquired pursuant to reinvestment of dividends or other

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<PAGE>

distributions and third of Class B shares held longest during the six year
period. This method should result in the lowest possible sales charge.

SALES CHARGE REDUCTIONS AND WAIVERS

In calculating the sales charge rates applicable to current purchases
of a Fund's Class A Shares, a "single purchaser" is entitled to cumulate current
purchases with the net purchase of previously purchased Class A Shares of a Fund
and other funds of HighMark Funds (the "Eligible Funds") which are sold subject
to a comparable sales charge.

The term "single purchaser" refers to (i) an individual, (ii) an
individual and spouse purchasing Shares of a Fund for their own account or for
trust or custodial accounts for their minor children, or (iii) a fiduciary
purchasing for any one trust, estate or fiduciary account including employee
benefit plans created under Sections 401, 403(b) or 457 of the Internal Revenue
Code of 1986, as amended (the "Code"), including related plans of the same
employer. To be entitled to a reduced sales charge based upon Class A Shares
already owned, the investor must ask the Distributor for such entitlement at the
time of purchase and provide the account number(s) of the investor, the investor
and spouse, and their minor children, and give the age of such children. A Fund
may amend or terminate this right of accumulation at any time as to subsequent
purchases.

LETTER OF INTENT. By initially investing at least $1,000 and submitting
a Letter of Intent (the "Letter") to the Distributor, a "single purchaser" may
purchase Class A Shares of a Fund and the other Eligible Funds during a 13-month
period at the reduced sales charge rates applicable to the aggregate amount of
the intended purchases stated in the Letter. The Letter may apply to purchases
made up to 90 days before the date of the Letter. To receive credit for such
prior purchases and later purchases benefitting from the Letter, the Shareholder
must notify the transfer agent at the time the Letter is submitted that there
are prior purchases that may apply, and, at the time of later purchases, notify
the transfer agent that such purchases are applicable under the Letter.

RIGHTS OF ACCUMULATION. In calculating the sales charge rates
applicable to current purchases of Class A Shares, a "single purchaser" is
entitled to cumulate current purchases with the current market value of
previously purchased Class A Shares of the Funds sold subject to a comparable
sales charge.

To exercise your right of accumulation based upon Shares you already
own, you must ask the Distributor for this reduced sales charge at the time of
your additional purchase and provide the account number(s) of the investor, as
applicable, the investor and spouse, and their minor children. The Funds may
amend or terminate this right of accumulation at any time as to subsequent
purchases.

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<PAGE>

FRONT-END SALES CHARGE WAIVERS. The following categories of investors
may purchase Class A Shares of the Funds with no sales charge in the manner
described below (which may be changed or eliminated at any time by the
Distributor):

(1) Existing holders of Class A Shares of a Fund upon the
reinvestment of dividend and capital gain distributions on those
Shares;

(2) Investment companies advised by HighMark Capital
Management, Inc., Union Bank of California, N.A. or their affiliates,
or distributed by SEI Investments Distribution Co. or their affiliates
placing orders on each entity's behalf;

(3) State and local governments;

(4) Individuals who have received distributions from employee
benefit trust accounts administered by Union Bank of California who are
rolling over such distributions into an individual retirement account
administered by or for which the Bank serves as trustee or custodian.
All subsequent purchases into the Funds made by such individuals will
be subject to the appropriate sales charge;

(5) Individuals who purchase Class A Shares with proceeds from
a required minimum distribution at age 70 1/2 from their employee
benefit qualified plan or an individual retirement account administered
by Union Bank of California;

(6) Individuals who purchase Class A Shares with proceeds
received in connection with a distribution paid from a Union Bank of
California trust or agency account;

(7) Investment advisers or financial planners regulated by a
federal or state governmental authority who are purchasing Class A
Shares for their own account or for an account for which they are
authorized to make investment decisions (i.e., a discretionary account)
and who charge a management, consulting or other fee for their
services; and clients of such investment advisers or financial planners
who place trades for their own accounts if the accounts are linked to
the master account of such investment adviser or financial planner on
the books and records of a broker or agent;

(8) Investors purchasing Class A Shares with proceeds from a
redemption of Shares of another open-end investment company (other than
HighMark Funds) on which a sales charge was paid. Satisfactory evidence
of the purchaser's eligibility must be provided at the time of purchase
(e.g., a confirmation of the redemption);

(9) Brokers, dealers and agents who are purchasing for their
own account and who have a sales agreement with the Distributor, and
their employees (and their spouses and children under the age of 21);

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<PAGE>

(10) Investors purchasing Class A Shares on behalf of a
qualified prototype retirement plan (other than an IRA, SEP-IRA or
Keogh) sponsored by Union Bank of California or any other parties;

(11) Purchasers of Class A Shares of the Growth Fund that are
sponsors of other investment companies that are unit investment trusts
for deposit by such sponsors into such unit investment trusts, and to
purchasers of Class A Shares of the Growth Fund that are holders of
such unit investment trusts that invest distributions from such
investment trusts in Class A Shares of the Growth Fund;

(12) Present and retired trustees of the Funds and directors,
officers, and employees (and their spouses and children under the age
of 21) of Union Bank of California, SEI Investments Distribution Co. or
their affiliated companies and of Sub-Advisers to the HighMark Funds;
and

(13) Investors receiving Class A Shares issued in plans of
reorganization, such as mergers, asset acquisitions, and exchange
offers, to which HighMark Funds is a party.

(14) Investors who purchased Class A Shares without the
assistance of an investment professional (Fund Direct accounts) between
May 15, 1998 and August 31, 1998. All subsequent purchases of Class A
Shares may be made with no sales charge.

With regard to categories 2 through 12 and 14 above, the Distributor
must be notified that the purchase qualifies for a sales charge waiver at the
time of purchase.

REDUCTIONS FOR QUALIFIED GROUPS. Reductions in sales charges also apply
to purchases by individual members of a "qualified group." The reductions are
based on the aggregate dollar amount of Class A Shares purchased by all members
of the qualified group. For purposes of this paragraph, a qualified group
consists of a "company," as defined in the 1940 Act, which has been in existence
for more than six months and which has a primary purpose other than acquiring
Shares of a Fund at a reduced sales charge, and the "related parties" of such
company. For purposes of this paragraph, a "related party" of a company is (i)
any individual or other company who directly or indirectly owns, controls or has
the power to vote five percent or more of the outstanding voting securities of
such company; (ii) any other company of which such company directly or
indirectly owns, controls or has the power to vote five percent or more of its
outstanding voting securities; (iii) any other company under common control with
such company; (iv) any executive officer, director or partner of such company or
of a related party; and (v) any partnership of which such company is a partner.
Investors seeking to rely on their membership in a qualified group to purchase
Shares at a reduced sales load must provide evidence satisfactory to the
transfer agent of the existence of a bona fide qualified group and their
membership therein.

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<PAGE>

All orders from a qualified group will have to be placed through a
single source and identified at the time of purchase as originating from the
same qualified group, although such orders may be placed into more than one
discrete account that identifies HighMark Funds.

REDUCTIONS FOR AUTOMATIC INVESTMENT PLAN ("AIP") PARTICIPANTS. 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 account as described in the tables 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 -- $49,000 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.

CDSC WAIVERS. The contingent deferred sales charge is waived on
redemption of shares (i) following the death or disability (as defined in the
Code) of a shareholder, or (ii) to the extent that the redemption represents a
minimum required distribution from an individual retirement account or other
retirement plan to a shareholder who has attained the age of 70 1/2. A

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<PAGE>

Shareholder, or his or her representative, must notify the Transfer Agent prior
to the time of redemption if such circumstances exist and the shareholder is
eligible for a waiver.

ADDITIONAL FEDERAL TAX INFORMATION

Each Fund intends to qualify annually as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order to so qualify and to qualify for the special tax treatment
accorded regulated investment companies and their Shareholders, a Fund must,
among other things, (a) derive at least 90% of its gross income from dividends,
interest, payments with respect to certain securities loans, and gains from the
sale of stock, securities, and foreign currencies, or other income (including
but not limited to gains from options, futures, or forward contracts) derived
with respect to its business of investing in such stock, securities, or
currencies; (b) each year distribute at least 90% of its dividends, interest
(including tax-exempt interest), certain other income and the excess, if any, of
its net short-term capital gains over its net long-term capital losses; and (c)
diversify its holdings so that, at the end of each fiscal quarter (i) at least
50% of the market value of the Fund's assets is represented by cash, cash items,
U.S. Government securities, securities of other regulated investment companies,
and other securities, limited in respect of any one issuer to a value not
greater than 5% of the value of the Fund's total assets and 10% of the
outstanding voting securities of such issuer, and (ii) not more than 25% of the
value of its assets is invested in the securities (other than those of the U.S.
Government or other regulated investment companies) of any one issuer or of two
or more issuers that the Fund controls and that are engaged in the same,
similar, or related trades or businesses.

If a Fund qualifies as a regulated investment company that is accorded
special tax treatment, the Fund will not be subject to federal income tax on
income paid to its shareholders in the form of dividends (including capital gain
dividends). If a Fund failed to qualify as a regulated investment company
accorded special tax treatment in any taxable year, the Fund would be subject to
tax on its taxable income at corporate rates, and all distributions from
earnings and profits, including any distributions of net tax-exempt income and
net long-term capital gains, would be taxable to shareholders as ordinary
income.

If a Fund fails to distribute in a calendar year substantially all of
its ordinary income for the year and substantially all its net capital gain
income for the one-year period ending October 31 of the year (and any retained
amount from the prior calendar year), the Fund will be subject to a
non-deductible 4% excise tax on the undistributed amounts.

Any dividend declared by a Fund to Shareholders of record on a date in
October, November or December generally is deemed to have been received by its
Shareholders on December 31 of such year (and paid by the Fund on or before such
time) provided that the dividend actually is paid during January of the
following year.

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<PAGE>

If a Fund engages in hedging transactions, including hedging
transactions in options, futures contracts, and straddles, or other similar
transactions, it will be subject to special tax rules (including constructive
sales, mark-to-market, straddle, wash sale, and short sale rules), the effect of
which may be to accelerate income to the Fund, defer losses to the Fund, cause
adjustments in the holding periods of the Fund's securities, or convert
short-term capital losses into long-term capital losses. These rules could
therefore affect the amount, timing and character of distributions to
shareholders.

Certain of a Fund's hedging activities (including its transactions, if
any, in foreign currencies or foreign currency-denominated instruments) are
likely to produce a difference between its book income and its taxable income.
If a Fund's book income exceeds its taxable income, the distribution (if any) of
such excess will be treated as (i) a dividend to the extent of the Fund's
remaining earnings and profits (including earnings and profits arising from
tax-exempt income), (ii) thereafter as a return of capital to the extent of the
recipient's basis in the shares, and (iii) thereafter as gain from the sale or
exchange of a capital asset. If the Fund's book income is less than its taxable
income, the Fund could be required to make distributions exceeding book income
to qualify as a regulated investment company that is accorded special tax
treatment.

If a Fund makes a distribution in excess of its current and accumulated
"earnings and profits" in any taxable year, the excess distribution will be
treated as a return of capital to the extent of a Shareholder's tax basis in
Fund shares, and thereafter as capital gain. A return of capital is not taxable,
but it reduces the Shareholder's tax basis in the shares, thus reducing any loss
or increasing any gain on a subsequent taxable disposition of those shares.

A Fund's investment in securities issued at a discount and certain
other obligations will (and investments in securities purchased at a discount
may) require the Fund to accrue and distribute income not yet received. In order
to generate sufficient cash to make the requisite distributions, a Fund may be
required to sell securities in its portfolio that it otherwise would have
continued to hold.

The Funds will be required in certain cases to withhold and remit to
the United States Treasury 31% of taxable dividends and other distributions paid
to any Shareholder who has provided either an incorrect tax identification
number or no number at all, or who is subject to withholding by the Internal
Revenue Service for failure to properly include on his or her tax return
payments of interest or dividends.

The foregoing discussion and the one below regarding the California
Tax-Free Money Market Fund and the California Intermediate Tax-Free Bond Fund
under "Federal Taxation" is only a summary of some of the important Federal tax
considerations generally affecting purchasers of the Funds' Shares. No attempt
has been made to present a detailed explanation of the Federal income tax
treatment of the Funds, and this discussion is not intended as a substitute for
careful tax planning. Accordingly, potential purchasers of the Funds' Shares are
urged to consult their tax advisers with specific reference to their own tax
situation. Foreign Shareholders

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<PAGE>

should consult their tax advisers regarding the U.S. and foreign tax
consequences of an investment in the Funds. In addition, this discussion is
based on tax laws and regulations that are in effect on the date of this
Statement of Additional Information; such laws and regulations may be changed by
legislative, judicial or administrative action, and such changes may be
retroactive.

ADDITIONAL TAX INFORMATION CONCERNING THE CALIFORNIA TAX-FREE MONEY MARKET FUND
AND THE CALIFORNIA INTERMEDIATE TAX-FREE BOND FUND

FEDERAL TAXATION. As indicated in their respective Prospectuses, the
California Tax-Free Money Market Fund and the California Intermediate Tax-Free
Bond Fund are designed to provide individual Shareholders with current
tax-exempt interest income. Neither of these Funds is intended to constitute a
balanced investment program or is designed for investors seeking capital
appreciation. Nor are the California Tax-Free Money Market Fund or the
California Intermediate Tax-Free Bond Fund designed for investors seeking
maximum tax-exempt income irrespective of fluctuations in principal. Shares of
the Funds may not be suitable for tax-exempt institutions, retirement plans
qualified under Section 401 of the Code, H.R. 10 plans, and individual
retirement accounts because such institutions, plans and accounts are generally
tax-exempt and, therefore, would not gain any additional benefit from the Funds'
dividends being tax-exempt, and such dividends would ultimately be taxable to
the plan and account beneficiaries when distributed to them.

The Code permits a regulated investment company that invests at least
50% of its total assets in tax-free Municipal Securities (at the close of each
quarter of the Fund's taxable year) to pass through to its investors, tax-free,
net Municipal Securities interest income to the extent such interest would be
exempt if earned directly. Because the California Tax-Free Money Market Fund and
the California Intermediate Tax-Free Bond Fund intend to be qualified to pay
such exempt-interest dividends, these Funds will be limited in their ability to
enter into taxable transactions, such as forward commitments, repurchase
agreements, securities lending transactions, financial futures and options
contracts on financial futures, tax-exempt bond indices and other assets. The
policy of the California Tax-Free Money Market Fund and the California
Intermediate Tax-Free Bond Fund is to pay each year as dividends substantially
all of such Fund's Municipal Securities interest income net of certain
deductions. An exempt-interest dividend is any dividend or part thereof derived
from interest excludable from gross income and designated as an exempt-interest
dividend in a written notice mailed to Shareholders after the close of such
Fund's taxable year, but the aggregate of such dividends may not exceed the net
Municipal Securities interest received by the Fund during the taxable year. In
the case of each of the California Tax-Free Money Market Fund and the California
Intermediate Tax-Free Bond Fund the percentage of the dividends paid for any
taxable year that qualifies as federal exempt-interest dividends will be the
same for all Shareholders receiving dividends during such year, regardless of
the period for which the Shares were held.

Exempt-interest dividends may be treated by Shareholders of the
California Tax-Free Money Market Fund and the California Intermediate Tax-Free
Bond Fund as items of interest

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<PAGE>

excludable from their gross income. However, each such Shareholder is advised to
consult his or her tax adviser with respect to whether exempt-interest dividends
would remain excludable if such Shareholder were treated as a "substantial user"
or a "related person" to such user with respect to facilities financed through
any of the tax-exempt obligations held by the California Tax-Free Money Market
Fund and the California Intermediate Tax-Free Bond Fund. In addition,
exempt-interest dividends may be taxable for federal alternative minimum tax
purposes and for state and local purposes.

The California Tax-Free Money Market Fund and the California
Intermediate Tax-Free Bond Fund will distribute substantially all of any
investment company taxable income for each taxable year. In general, a Fund's
investment company taxable income will be its taxable income subject to certain
adjustments and excluding the excess of any net long-term capital gains for the
taxable year over the net short-term capital loss, if any, for such year.
Distributions of such income will be taxable to Shareholders as ordinary income.
The dividends-received deduction for corporations is not expected to apply to
such distributions.

Distributions designated by the California Tax-Free Money Market Fund
and the California Intermediate Tax-Free Bond Fund as deriving from net gains on
securities held for more than one year will be taxable to a Fund Shareholder as
such, regardless of how long a time the Shareholder held the Fund's Shares. Such
distributions will not be eligible for the dividends-received deduction. If a
Shareholder disposes of Shares in a Fund at a loss before holding such Shares
for longer than six months, such loss will be disallowed to the extent of any
exempt-interest dividends paid thereon, and any remaining loss will be treated
as a long-term capital loss to the extent the Shareholder has received a capital
gain dividend on the Shares.

Shareholders receiving social security or railroad retirement benefits
may be taxed on a portion of those benefits as a result of receiving tax-exempt
income (including exempt-interest dividends distributed by the Fund).

Like the other Funds, if for any taxable year the California Tax-Free
Money Market Fund or the California Intermediate Tax-Free Bond Fund does not
qualify for the special tax treatment afforded regulated investment companies,
all of such Fund's taxable income will be subject to tax at regular corporate
rates (without any deduction for distributions to Shareholders), and Municipal
Securities interest income, although not taxable to the California Tax-Free
Money Market Fund or the California Intermediate Tax-Free Bond Fund, would be
taxable to Shareholders as ordinary income when distributed as dividends.

Depending upon the extent of its activities in states and localities in
which its offices are maintained, in which its agents or independent contractors
are located or in which it is otherwise deemed to be conducting business, the
California Tax-Free Money Market Fund and the California Intermediate Tax-Free
Bond Fund may be subject to the tax laws of such states or localities. For a
summary of certain California tax considerations affecting the California
Tax-

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<PAGE>

Free Money Market Fund and the California Intermediate Tax-Free Bond Fund, see
"California Taxation" below.

As indicated in their Prospectuses, the California Tax-Free Money
Market Fund and the California Intermediate Tax-Free Bond Fund may acquire
rights regarding specified portfolio securities under puts. See "INVESTMENT
OBJECTIVES AND POLICIES Additional Information on Portfolio Instruments - Puts"
in this Statement of Additional Information. The policy of each Fund is to limit
its acquisition of puts to those under which the Fund will be treated for
Federal income tax purposes as the owner of the Municipal Securities acquired
subject to the put and the interest on such Municipal Securities will be
tax-exempt to the Fund. There is currently no guidance available from the
Internal Revenue Service that definitively establishes the tax consequences that
may result from the acquisition of many of the types of puts that the California
Tax-Free Money Market Fund or the California Intermediate Tax-Free Bond Fund
could acquire under the 1940 Act. Therefore, although they will only acquire a
put after concluding that it will have the tax consequences described above, the
Internal Revenue Service could reach a different conclusion from that of the
relevant Fund.

CALIFORNIA TAXATION. Under existing California law, if the California
Tax-Free Money Market Fund and the California Intermediate Tax-Free Bond Fund
continue to qualify for the special federal income tax treatment afforded
regulated investment companies and if at the end of each quarter of each such
Fund's taxable year at least 50% of the value of that Fund's assets consists of
obligations that, if held by an individual, would pay interest exempt from
California taxation ("California Exempt-Interest Securities"), Shareholders of
that Fund will be able to exclude from income, for California personal income
tax purposes, "California exempt-interest dividends" received from that Fund
during that taxable year. A "California exempt-interest dividend" is any
dividend or portion thereof of the California Tax-Free Money Market Fund or the
California Intermediate Tax-Free Bond Fund not exceeding the interest received
by the Fund during the taxable year on California Exempt-Interest Securities
(less direct and allocated expenses, which includes amortization of acquisition
premium) and so designated by written notice to Shareholders within 60 days
after the close of that taxable year.

Distributions, other than of "California exempt-interest dividends," by
the California Tax-Free Money Market Fund and the California Intermediate
Tax-Free Bond Fund to California residents will be subject to California
personal income taxation. Gains realized by California residents from a
redemption or sale of Shares of the California Tax-Free Money Market Fund and
the California Intermediate Tax-Free Bond Fund will also be subject to
California personal income taxation. In general, California nonresidents, other
than certain dealers, will not be subject to California personal income taxation
on distributions by, or on gains from the redemption or sale of, Shares of the
California Tax-Free Money Market Fund and the California Intermediate Tax-Free
Bond Fund unless those Shares have acquired a California "business situs." (Such
California nonresidents may, however, be subject to other state or local income
taxes on such distributions or gains, depending on their residence.) Short-term
capital losses realized by shareholders from a redemption of shares of the
California Tax-Free Money Market

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<PAGE>

Fund and the California Intermediate Tax-Free Bond Fund within six months from
the date of their purchase will not be allowed for California personal income
tax purposes to the extent of any tax-exempt dividends received with respect to
such Shares during such period. No deduction will be allowed for California
personal income tax purposes for interest on indebtedness incurred or continued
in order to purchase or carry Shares of the California Tax-Free Money Market
Fund and the California Intermediate Tax-Free Bond Fund for any taxable year of
a Shareholder during which the Fund distributes "California exempt-interest
dividends."

A statement setting forth the amount of "California exempt-interest
dividends" distributed during each calendar year will be sent to Shareholders
annually.

The foregoing is only a summary of some of the important California
personal income tax considerations generally affecting the Shareholders of the
California Tax-Free Money Market Fund and the California Intermediate Tax-Free
Bond Fund. This summary does not describe the California tax treatment of the
California Tax-Free Money Market Fund and the California Intermediate Tax-Free
Bond Fund. In addition, no attempt has been made to present a detailed
explanation of the California personal income tax treatment of the Fund's
Shareholders. Accordingly, this discussion is not intended as a substitute for
careful planning. Further, "California exempt-interest dividends" are excludable
from income for California personal income tax purposes only. Any dividends paid
to Shareholders subject to California corporate franchise tax will be taxed as
ordinary dividends to such Shareholders, notwithstanding that all or a portion
of such dividends is exempt from California personal income tax. Accordingly,
potential investors in the California Tax-Free Money Market Fund and the
California Intermediate Tax-Free Bond Fund including, in particular, corporate
investors which may be subject to either California franchise tax or California
corporate income tax, should consult their tax advisers with respect to the
application of such taxes to the receipt of Fund dividends and as to their own
California tax situation, in general.

FOREIGN TAXES

Dividends and interest received by a Fund may be subject to income,
withholding or other taxes imposed by foreign countries and U.S. possessions
that would reduce the yield on the Fund's securities. Tax conventions between
certain countries and the United States may reduce or eliminate these taxes.
Foreign countries generally do not impose taxes on capital gains with respect to
investments by foreign investors. If at the end of a Fund's fiscal year more
than 50% of the value of its total assets represents securities of foreign
corporations, the Fund will be eligible to make an election permitted by the
Code to treat any foreign taxes paid by it on securities it has held for at
least the minimum period specified in the Code as having been paid directly by
the Fund's Shareholders in connection with the Fund's dividends received by
them. In this case, Shareholders generally will be required to include in U.S.
taxable income their pro rata share of such taxes, and those Shareholders who
are U.S. citizens, U.S. corporations and, in some cases, U.S. residents will be
entitled to deduct their share of such taxes. Alternatively, such Shareholders
who hold Fund Shares (without protection from risk of loss) on the ex-dividend

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<PAGE>

date and for at least 15 other days during the 30-day period surrounding the
ex-dividend date will be entitled to claim a foreign tax credit for their share
of these taxes. If a Fund makes the election, it will report annually to its
Shareholders the respective amounts per share of the Fund's income from sources
within, and taxes paid to, foreign countries and U.S. possessions.

MANAGEMENT OF HIGHMARK FUNDS

TRUSTEES AND OFFICERS

Overall responsibility for management of each Fund rests with the
Trustees of HighMark Funds, who are elected by HighMark Funds' Shareholders.
There are currently six Trustees, all of whom are not "interested persons" of
HighMark Funds within the meaning of that term under the 1940 Act.

The Trustees, in turn, elect the officers of HighMark Funds to
supervise actively its day-to-day operations.

The Trustees and officers of HighMark Funds, their addresses and
principal occupations during the past five years are set forth below.
<TABLE>
<CAPTION>
POSITION(S) HELD PRINCIPAL OCCUPATION
NAME AND ADDRESS WITH HIGHMARK FUNDS DURING PAST 5 YEARS
- ---------------- ------------------- -------------------
<S> <C> <C>
Thomas L. Braje Trustee, Vice Chairman Prior to retirement in October 1996,
1 Freedom Valley Dr. Vice President and Chief Financial
Oaks, PA 19087 Officer of Bio Rad Laboratories, Inc.
Date of Birth: 6/7/43

David A. Goldfarb Trustee, Chairman Partner, Goldfarb & Simens, Certified
1 Freedom Valley Dr. Public Accountants.
Oaks, PA 19087
Date of Birth: 8/2/42

Joseph C. Jaeger Trustee Prior to retirement in June 1998, Senior
1 Freedom Valley Dr. Vice President and Chief Financial
Oaks, PA 19087 Officer, Delta Dental Plan of California.
Date of Birth: 8/21/35

Frederick J. Long Trustee Prior to retirement in December 1999,
1 Freedom Valley Dr. Chairman, Acordia West and Acordia
Oaks, PA 19087 Northwest Inc. (each an insurance
Date of Birth: 9/17/35 brokerage firm).

-63-
<PAGE>

<CAPTION>
POSITION(S) HELD PRINCIPAL OCCUPATION
NAME AND ADDRESS WITH HIGHMARK FUNDS DURING PAST 5 YEARS
- ---------------- ------------------- -------------------
<S> <C> <C>
Michael L. Noel Trustee President, Noel Consulting Company since
1 Freedom Valley Dr. 1998. From 1991 to 1997, Member of the
Oaks, PA 19087 Board of Trustees of Stepstone Funds.
Date of Birth: 4/5/41 Prior to retirement in December 1994,
Senior Vice President and Chief
Financial Officer, Southern California
Edison Company; Director of Amervest
Company, and SCAN Health Plan; Chairman
of the Board of Directors of Current
Income Shares, Inc. From April 1997 to
December 1998, Member of HighMark Funds
Advisory Board.

Robert M. Whitler Trustee Director, Current Income Shares, Inc.
1 Freedom Valley Dr. From April 1997 to December 1998, Member
Oaks, PA 19087 of HighMark Funds Advisory Board. Prior
Date of Birth: 9/11/38 to retirement in 1996, Executive Vice
President and head of Union Bank's Trust
and Investment Group.

Paul L. Smith Member Advisory Board Member of the Board of Trustees of
1 Freedom Valley Dr. Stepstone Funds from 1991 to 1997. From
Oaks, PA 19087 April 1997 to December 1998, Trustee of
Date of Birth: 4/25/18 HighMark Funds.

William R. Howell Member Advisory Board Director, Current Income Shares, Inc.
1 Freedom Valley Dr. from 1973 until retirement in 1998.
Oaks, PA 19087 Chairman of the Board of Trustees of
Date of Birth: 2/28/22 Stepstone Funds from 1991 to 1997. From
April 1997 to December 1998, Trustee of
HighMark Funds.

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<PAGE>

<CAPTION>
POSITION(S) HELD PRINCIPAL OCCUPATION
NAME AND ADDRESS WITH HIGHMARK FUNDS DURING PAST 5 YEARS
- ---------------- ------------------- -------------------
<S> <C> <C>
Mark E. Nagle President and Chief Executive Vice President and Controller, Funds
530 East Swedesford Road Officer Account, Vice President of the
Wayne, PA 19087 Administrator and Distributor, employee
Date of Birth: 10/20/59 since November 1996. From 1995 to 1996,
Vice President of Fund Accounting of
BISYS Fund Services. Prior to 1995,
Senior Vice President for Fidelity
Investments since 1981.

Robert DellaCroce Controller and Chief Financial CPA, Director of Fund Resources,
530 East Swedesford Road Officer employee since 1994. Prior to 1994,
Wayne, PA 19087 senior manager for Arthur Andersen.
Date of Birth: 12/17/63

Kevin P. Robins Vice President and Assistant Employee since 1992. Prior to 1992,
1 Freedom Valley Drive Secretary associate with Morgan Lewis & Bockius
Oaks, PA 19456 since 1988.
Date of Birth: 4/15/61

Todd Cipperman Vice President and Assistant Employee since 1995. From 1994 to May
1 Freedom Valley Drive Secretary 1995, associate with Dewey Ballantine.
Oaks, PA 19456 Prior to 1994, associate with Winston &
Date of Birth: 2/14/66 Strawn.

Lydia A. Gavalis Vice President and Assistant Vice President and Assistant Secretary
1 Freedom Valley Drive Secretary of SEI Investments Company, employee
Oaks, PA 19456 since 1998. Prior to 1998, Assistant
Date of Birth: 10/30/48 General Counsel and Director of
Arbitration, Philadelphia Stock Exchange.

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<PAGE>

<CAPTION>
POSITION(S) HELD PRINCIPAL OCCUPATION
NAME AND ADDRESS WITH HIGHMARK FUNDS DURING PAST 5 YEARS
- ---------------- ------------------- -------------------
<S> <C> <C>
Lynda J. Striegel Vice President and Secretary Vice President and Assistant Secretary
1 Freedom Valley Drive of SEI Investments Company, employee
Oaks, PA 19456 since 1998. From 1997 to 1998, Senior
Date of Birth: 10/30/48 Assets Management Counsel, Barnett
Banks, Inc. From 1996 to 1997, Partner,
Groom and Nordberg, Chartered. Prior to
1995, Associate General Counsel, Riggs
Bank, N.A.

Kathy Heilig Vice President and Assistant Treasurer of SEI Investments Company,
1 Freedom Valley Drive Secretary employee since 1987.
Oaks, PA 19456
Date of Birth: 12/21/58

James R. Foggo Vice President and Assistant Vice President and Assistant Secretary
1 Freedom Valley Drive Secretary of the Administrator and the
Oaks, PA 19456 Distributor, employee since 1998. In
Date of Birth: 6/30/64 1998, associate Paul Weiss, Rifkind,
Wharton & Garrison. From 1995 to 1998,
associate, Baker & McKenzie. Prior to
1995, associate, Battle Fowler, L.L.P.
</TABLE>

The Trustees of HighMark Funds receive quarterly retainer fees and fees
and expenses for each meeting of the Board of Trustees attended. No employee,
officer or stockholder of SEI Investments Mutual Funds Services and/or SEI
Investments Distribution Co. receives any compensation directly from HighMark
Funds for serving as a Trustee and/or officer. SEI Investments Mutual Funds
Services and/or SEI Investments Distribution Co. receive administration, fund
accounting servicing and distribution fees from each of the Funds. See "Manager
and Administrator" and "Distributor" below. Messrs. Nagle, Robins, Cipperman,
DellaCroce and Foggo, and Ms. Striegel, Ms. Gavalis and Ms. Heilig are employees
and officers of SEI Investments Company. While SEI Investments Mutual Funds
Services is a distinct legal entity from SEI Investments Distribution Co., SEI
Investments Mutual Funds Services is considered to be an affiliated person of
SEI Investments Distribution Co. under the 1940 Act due to, among other things,
the fact that SEI Investments Distribution Co. and SEI Investments Mutual Funds
Services are both controlled by the same ultimate parent company, SEI
Investments Company.

During the fiscal year ended July 31, 1999, fees paid to the
disinterested Trustees for their services as Trustees aggregated $137,000. For
the disinterested Trustees, the following table sets

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<PAGE>

forth information concerning fees paid and retirement benefits accrued during
the fiscal year ended July 31, 1999:
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Name of Aggregate Pension or Estimated Annual Total Compensation
Trustee Compensation Retirement Benefits Upon from Fund
from Group Benefits Accrued Retirement Complex Paid to
as Part of Fund Trustees
Expenses
------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
Thomas L. Braje $17,000 None None $17,000
David A. Goldfarb $18,000 None None $18,000
Joseph C. Jaeger $17,000 None None $17,000
Frederick J. Long $17,000 None None $17,000
Michael L. Noel $17,000 None None $17,000
Robert M. Whitler $17,000 None None $17,000
William R. Howell* $17,000 None None $17,000
Paul L. Smith* $17,000 None None $17,000

*Members of Advisory Board.
</TABLE>

The Advisory Board to the Board of Trustees is responsible for
providing monitoring services and evaluating issues affecting the HighMark Funds
pursuant to the direction of the Board of Trustees, and consulting and providing
advice to the Board of Trustees regarding those issues.

CODE OF ETHICS

Highmark Funds, HighMark Capital Management, Inc., and SEI
Investments Distribution Co. have each adopted a code of ethics ("Codes")
pursuant to Rule 17j-1 of the 1940 Act, and these Codes permit personnel
covered by the Codes to invest in securities, including securities that may
be purchased or held by each Fund, subject to certain restrictions.

INVESTMENT ADVISER

Investment advisory and management services are provided to each of the
Funds by HighMark Capital Management, Inc. (the "Adviser"), pursuant to an
investment advisory agreement between the Adviser and HighMark Funds dated
September 1, 1998 (the "Investment Advisory Agreement"). Prior to September 1,
1998, Pacific Alliance, a division of Union Bank of California, N.A., served as
the Funds' investment adviser. On September 1, 1998, Pacific Alliance was
reorganized into a subsidiary of UnionBanCal Corporation, the holding company of
Union Bank of California, creating HighMark Capital Management, Inc. HighMark
Capital Management is a California corporation registered under the Investment
Adviser's Act of 1940. Union Bank of California serves as custodian for each of
the Funds. See "Transfer Agent, Custodian and Fund Accounting Services" below.
Union Bank of California also serves as sub-administrator to each of the Funds
pursuant to an agreement with SEI Investments Mutual Funds Services. See
"Manager and Administrator" below.

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<PAGE>

Unless sooner terminated, the Investment Advisory Agreement will
continue in effect as to each particular Fund from year to year if such
continuance is approved at least annually by HighMark Funds' Board of Trustees
or by vote of a majority of the outstanding Shares of such Fund (as defined
above under INVESTMENT RESTRICTIONS - Voting Information), and a majority of the
Trustees who are not parties to the Investment Advisory Agreement or interested
persons (as defined in the 1940 Act) of any party to the Investment Advisory
Agreement by votes cast in person at a meeting called for such purpose. The
Investment Advisory Agreement is terminable as to a particular Fund at any time
on 60 days' written notice without penalty by the Trustees, by vote of a
majority of the outstanding Shares of that Fund, or by the Adviser. The
Investment Advisory Agreement terminates automatically in the event of any
assignment, as defined in the 1940 Act.

Depending on the size of the Fund, fees payable under the Investment
Advisory Agreement may be higher than the advisory fee paid by most mutual
funds, although the Board of Trustees believes it will be comparable to advisory
fees paid by many funds having similar objectives and policies. The Adviser may
from time to time agree to voluntarily reduce its advisory fee, however, it is
not currently doing so for each Fund. While there can be no assurance that the
Adviser will choose to make such an agreement, any voluntary reductions in the
Adviser's advisory fee will lower the Fund's expenses, and thus increase the
Fund's yield and total return, during the period such voluntary reductions are
in effect.

The Investment Advisory Agreement provides that the Adviser will not be
liable for any error of judgment or mistake of law or for any loss suffered by
HighMark Funds in connection with the Adviser's services under the Investment
Advisory Agreement, except a loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services or a loss resulting from
willful misfeasance, bad faith, or gross negligence on the part of the Adviser
in the performance of its duties, or from reckless disregard by the Adviser of
its duties and obligations thereunder.

On April 1, 1996, The Bank of California, N.A., HighMark Funds'
then-investment adviser, combined with Union Bank and the resulting bank changed
its name to Union Bank of California, N.A. At the same time, the banks'
investment management divisions were combined. Each of The Bank of California
and Union Bank (or its predecessor bank) has been in banking since the early
1900's, and historically, each has had significant investment functions within
its trust and investment division. Union Bank of California, N.A. is a
subsidiary of UnionBanCal Corporation, a publicly traded corporation, a majority
of the shares of which are owned by The Bank of Tokyo - Mitsubishi, Ltd.

For the services provided and expenses assumed by the Adviser pursuant
to the Investment Advisory Agreement, Union Bank of California is entitled to
receive fees from each Fund as described in that Fund's Prospectus.

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<PAGE>

For the fiscal years ended July 31, 1999, July 31, 1998, July 31, 1997,
and January 1, 1997, HighMark Capital Management, Inc., or its predecessors,
received the following investment advisory fees:
<TABLE>
<CAPTION>
Fiscal Year Ended

July 31, 1999 July 31, 1998 July 31, 1997 January 31, 1997(1)
-------------------- -------------------- ------------------ --------------------
Additional Additional Additional Additional
Amount Amount Amount Amount
Paid Waived Paid Waived Paid Waived Paid Waived
------ -------- ------ -------- ------ -------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balanced Fund $2,751,956 N/A $2,602,642 N/A $1,025,689 N/A $1,630,000 N/A
Growth Fund $3,746,604 $162,470 $2,265,301 N/A $666,964 $121,712 N/A N/A
Income Equity Fund $3,971,713 N/A $2,825,963 N/A $1,986,575 $658 N/A N/A
International Equity Fund $903,234 N/A $629,025 N/A $218,664 $9,751 $413,000 $49,000
Value Momentum Fund $5,115,840 $82,551 $3,952,110 N/A $1,158,537 N/A $1,599,000 N/A
Bond Fund $1,434,828 N/A $593,291 N/A $294,637 $188,247 N/A N/A
California Intermediate Tax-Free
Bond Fund $340,650 $510,975 $87,732 $245,284 $506 $41,978 $1,000 $49,000
Intermediate-Term Bond Fund $1,327,581 N/A $863,851 N/A $388,609 N/A $711,000 N/A
100% U.S. Treasury Money Market
Fund $2,877,943 $575,589 $2,383,235 $476,647 $1,377,080 $129,101 N/A N/A
California Tax-Free Money Market
Fund $622,870 $1,245,740 $462,600 $925,201 $124,611 $266,840 $126,000
$265,000(2)
Diversified Money Market Fund $7,834,593 N/A $6,250,527 N/A $2,181,976 N/A $2,773,000 N/A
U.S. Government Money Market Fund $1,380,558 N/A $906,618 N/A $838,857 N/A N/A N/A
</TABLE>

(1) See "ADDITIONAL INFORMATION - Miscellaneous" for an explanation of
the different fiscal year ends for each Fund.

(2) Each of these Funds is the accounting survivor of a reorganization
of two mutual funds. All fees paid by these Funds (or sub-advisory fees paid
with respect to these Funds) for a fiscal year end of January 31 represent the
fees paid by the accounting survivor prior to the reorganization.

THE SUB-ADVISERS

The Adviser and AXA Investment Managers GS Ltd. ("AXA") have entered
into a sub-advisory agreement which relates to the International Equity Fund.
Prior to October 1, 1999, AXA Asset Management Partenaires served as the
International Equity Fund's Sub-Adviser. Prior to January 1, 1998,
Tokyo-Mitsubishi Asset Management (U.K.), Ltd. ("TMAM") was the Fund's
Sub-Adviser. The Adviser and Brandes Investment Partners LP ("Brandes") have
entered into a sub-advisory agreement which relates to the Small Cap Value Fund
(BTMT, together with AXA and Brandes, are hereafter collectively, the
"Sub-Advisers").

INTERNATIONAL EQUITY FUND. Under its sub-advisory agreement, AXA is
entitled to a fee which is calculated daily and paid monthly at an annual rate
of 0.50% of the average daily net assets of the International Equity Fund. Such
a fee is paid by the Adviser, and AXA receives no fees directly from the
International Equity Fund. For the fiscal year ended July 31, 1999 and for the
period from January 1, 1998 to July 31, 1998, AXA received sub-advisory fees of
$471,338 and $192,406, respectively. For the period from August 1, 1997 to
December 31, 1997, TMAM received sub-advisory fees of $59,319. For the period
ended July 31, 1997 and the fiscal year

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<PAGE>

ended January 31, 1997, TMAM received sub-advisory fees of $72,131 and $145,865,
respectively, with respect to the International Equity Fund.

AXA operates as a subsidiary of the AXA Group. AXA was established in
1998.

SMALL CAP VALUE FUND. Under its sub-advisory agreement, Brandes is
entitled to a fee which is calculated and paid monthly at the annual rate of
.50% of the average of the market value of the assets of the Small Cap Value
Fund allocated to Brandes. Such fee is paid by the Adviser, and Brandes receives
no fees directly from the Small Cap Value Fund. For the fiscal year ended July
31, 1999, Brandes received sub-advisory fees of $921,269.

PORTFOLIO TRANSACTIONS

Pursuant to the Investment Advisory Agreement, the Adviser determines,
subject to the general supervision of the Board of Trustees of HighMark Funds
and in accordance with each Fund's investment objective and restrictions, which
securities are to be purchased and sold by a Fund, and which brokers are to be
eligible to execute its portfolio transactions. Purchases and sales of portfolio
securities for the Bond Fund, the Intermediate-Term Bond Fund, the California
Intermediate Tax-Free Bond Fund, the Diversified Money Market Fund, the U.S.
Government Money Market Fund, the 100% U.S. Treasury Money Market Fund and the
California Tax-Free Money Market Fund usually are principal transactions in
which portfolio securities are normally purchased directly from the issuer or
from an underwriter or market maker for the securities. Purchases from
underwriters of portfolio securities include a commission or concession paid by
the issuer to the underwriter and purchases from dealers serving as market
makers may include the spread between the bid and asked price. Securities
purchased by the Growth Fund, the Income Equity Fund, the Value Momentum Fund,
the Core Equity Fund, the International Equity Fund and the Small Cap Value Fund
will generally involve the payment of a brokerage fee. Portfolio transactions
for the Balanced Fund may be principal transactions or involve the payment of
brokerage commissions. While the Adviser generally seeks competitive spreads or
commissions on behalf of each of the Funds, HighMark Funds may not necessarily
pay the lowest spread or commission available on each transaction, for reasons
discussed below.

Allocation of transactions, including their frequency, to various
dealers is determined by the Adviser or the Sub-Advisers in their best judgment
and in a manner deemed fair and reasonable to Shareholders. The primary
consideration is prompt execution of orders in an effective manner at the most
favorable price. Subject to this consideration, dealers who provide supplemental
investment research to the Adviser or the Sub-Advisers may receive orders for
transactions by HighMark Funds. Information so received is in addition to and
not in lieu of services required to be performed by the Adviser or the
Sub-Advisers and does not reduce the advisory fees payable to the Adviser by
HighMark Funds. Such information may be useful to the Adviser or the
Sub-Advisers in serving both HighMark Funds and other clients and, conversely,
supplemental information obtained by the placement of business of other clients
may be useful to the Adviser in carrying out its obligations to HighMark Funds.

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<PAGE>

Upon adoption by the Board of Trustees of certain procedures pursuant
to Rule 17e-1 under the 1940 Act, HighMark Funds may execute portfolio
transactions involving the payment of a brokerage fee through the Adviser, SEI
Investments Distribution Co., and their affiliates in accordance with such
procedures. HighMark Funds will not acquire portfolio securities issued by, make
savings deposits in, or enter repurchase or reverse repurchase agreements with,
Union Bank of California, or their affiliates, and will not give preference to
correspondents of Union Bank of California with respect to such securities,
savings deposits, repurchase agreements and reverse repurchase agreements.

Investment decisions for each Fund of HighMark Funds are made
independently from those for the other Funds or any other investment company or
account managed by the Adviser or the Sub-Advisers. However, any such other
investment company or account may invest in the same securities as HighMark
Funds. When a purchase or sale of the same security is made at substantially the
same time on behalf of a Fund and another Fund, investment company or account,
the transaction will be averaged as to price, and available investments
allocated as to amount, in a manner that the Adviser or the Sub-Advisers believe
to be equitable to the Fund(s) and such other investment company or account. In
some instances, this investment procedure may adversely affect the price paid or
received by a Fund or the size of the position obtained by a Fund. To the extent
permitted by law, the Adviser or the Sub-Advisers may aggregate the securities
to be sold or purchased for a Fund with those to be sold or purchased for the
other Funds or for other investment companies or accounts in order to obtain
best execution. As provided in the Investment Advisory Agreement and the

Sub-Advisory Agreements, in making investment recommendations for HighMark
Funds, the Adviser or the Sub-Advisers will not inquire or take into
consideration whether an issuer of securities proposed for purchase or sale by
HighMark Funds is a customer of the Adviser, the Sub-Advisers, their parent or
its subsidiaries or affiliates and, in dealing with its commercial customers,
the Adviser and the Sub-Advisers, their parent, subsidiaries, and affiliates
will not inquire or take into consideration whether securities of such customers
are held by HighMark Funds.

During the following fiscal years, the Funds listed below paid the
following aggregate brokerage commissions:
<TABLE>
<CAPTION>
Fiscal Year Ended

July 31, 1999 July 31, 1998 July 31, 1997 January 31, 1997
------------- ------------- ------------- ----------------
<S> <C> <C> <C> <C>
Balanced Fund $343,762 $205,232 $64,473 $159,120
Growth Fund $696,665 $465,576 $334,472 N/A
Income Equity Fund $1,266,837 $638,230 $97,957 N/A
International Equity Fund $413,403 $389,285 $58,381 $107,379
Small Cap Value Fund $303,124 N/A N/A N/A
Value Momentum Fund $371,708 $248,933 $118,620 $122,239
</TABLE>

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<PAGE>

ADMINISTRATOR AND SUB-ADMINISTRATOR

SEI Investments Mutual Funds Services (the "Administrator") serves as
administrator to each of the Funds pursuant to the administration agreement
dated as of February 15, 1997 between HighMark Funds and the Administrator (the
"Administration Agreement").

SEI Investments Mutual Funds Services is a Delaware business trust
whose sole beneficiary is SEI Investments Management Corporation. SEI
Investments Management Corporation, a wholly owned subsidiary of SEI Investment
Company ("SEI"), was organized as a Delaware corporation in 1969 and has its
principal business offices at 1 Freedom Valley Drive, Oaks, Pennsylvania 19456.
SEI and its subsidiaries are leading providers of funds evaluation services,
trust accounting systems, and brokerage and information services to financial
institutions, institutional investors and money managers. The Administrator and
its affiliates also serve as administrator to the following other institutional
mutual funds: SEI Daily Income Trust, SEI Liquid Asset Trust, SEI Tax Exempt
Trust, SEI Index Funds, SEI Institutional International Trust, SEI Institutional
Managed Trust, Boston 1784(R) Funds, The Advisers' Inner Circle Fund, The Pillar
Funds, CUFund, STI Classic Funds, First American Funds, Inc., First American
Investment Funds, Inc., The Arbor Fund, Morgan Grenfell Investment Trust, The
PBHG Funds, Inc., The Achievement Funds Trust, Bishop Street Funds, CrestFunds,
Inc., STI Classic Variable Trust, Monitor Funds, TIP Funds, ARK Funds, SEI Asset
Allocation Trust, SEI Institutional Investments Trust, TIP Institutional Funds,
ARMADA Funds, The Expedition Funds and Oak Associates Funds.

Pursuant to the Administration Agreement, the Administrator provides
the Group with administrative services, regulatory reporting, fund accounting
and related portfolio accounting services, all necessary office space,
equipment, personnel, compensation and facilities for handling the affairs of
the Group. As described below, the Administrator has delegated part of its
responsibilities under the Administration Agreement to Union Bank of California,
N.A.

The Administrator is entitled to a fee, which is calculated daily and
paid monthly, at an annual rate of 0.20% of the average daily net assets of the
Funds. The Administrator may waive its fee or reimburse various expenses to the
extent necessary to limit the total operating expenses of a Fund's Retail
Shares. Any such waiver is voluntary and may be terminated at any time in the
Administrator's sole discretion. Currently, the Administrator has agreed to
waive its fee to the rate of 0.18% of the average daily net assets of the Funds.

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<PAGE>

For its services as administrator and expenses assumed pursuant to the
Administration Agreement, the Administrator received the following fees:

<TABLE>
<CAPTION>
Fiscal Year Ended

July 31, 1999 July 31, 1998 July 31, 1997 January 31, 1997(1)
-------------------- -------------------- ------------------ --------------------
Additional Additional Additional Additional
Amount Amount Amount Amount
Paid Waived Paid Waived Paid Waived Paid Waived
------ -------- ------ -------- ------ -------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balanced Fund $759,593 $91,732 $767,123 $100,424 $255,346 $29,410 $342,000 N/A
Growth Fund $1,104,261 $130,302 $669,261 $85,839 $204,315 $22,032 N/A N/A
Income Equity Fund $882,395 $347,294 $847,789 $94,199 $605,282 $17,907 N/A N/A
International Equity Fund $158,476 $19,015 $119,187 $13,243 N/A N/A $60,000 N/A
Value Momentum Fund $1,442,857 $173,280 $1,185,633 $131,737 $298,886 $22,063 $336,000 N/A
Bond Fund $483,115 $57,393 $213,585 $23,732 $101,712 $25,352 N/A N/A
California Intermediate Tax-Free
Bond Fund $280,016 $34,065 $117,410 $15,796 $11,833 $2,604 $13,000 N/A
Intermediate-Term Bond Fund $437,519 $53,103 $310,986 $34,554 $118,137 $8,143 $179,000 N/A
100% U.S. Treasury Money Market
Fund $1,904,751 $230,235 $1,715,929 $190,659 $815,457 $45,215 N/A N/A
California Tax-Free Money Market
Fund $1,030,037 $124,574 $832,681 $92,520 $207,633 $15,291 $164,000 N/A
Diversified Money Market Fund $4,312,435 $522,306 $3,750,316 $416,702 $1,141,740 $88,254 $1,163,000 N/A
U.S. Government Money Market Fund $769,550 $92,037 $543,971 $60,441 $439,141 $14,294 N/A N/A
</TABLE>

The Administration Agreement became effective on February 15, 1997 and
was automatically renewed for a one year term on July 31, 1999. Unless sooner
terminated as provided in the Administration Agreement (and as described below),
the Administration Agreement, as amended, will continue in effect until July 31,
2000. The Administration Agreement thereafter shall be renewed automatically for
successive annual terms. The Administration Agreement is terminable at any time
with respect to a particular Fund or HighMark Funds as a whole by either party
without penalty for any reason upon 90 days' written notice by the party
effecting such termination to the other party.

The Administration Agreement provides that the Administrator shall not
be liable for any error of judgment or mistake of law or any loss suffered by
HighMark Funds in connection with the matters to which the Administration
Agreement relates, except a loss resulting from willful misfeasance, bad faith,
or gross negligence in the performance of its duties, or from the reckless
disregard by the Administrator of its obligations and duties thereunder.

The Administration Agreement permits the Administrator to subcontract
its services thereunder, provided that the Administrator will not be relieved of
its obligations under the Administration Agreement by the appointment of a
subcontractor and the Administrator shall be responsible to HighMark Funds for
all acts of the subcontractor as if such acts were its own, except for losses
suffered by any Fund resulting from willful misfeasance, bad faith or gross
negligence by the subcontractor in the performance of its duties or for reckless
disregard by it of its obligations and duties. Pursuant to a sub-administration
agreement between the Administrator and HighMark Capital Management, Inc.,
HighMark Capital Management, Inc. will perform services which may include
clerical, bookkeeping, accounting, stenographic and administrative services, for
which it will receive a fee, paid by the Administrator, at the annual rate of up
to 0.05% of each Fund's average daily net assets.

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<PAGE>

GLASS-STEAGALL ACT

In 1971, the United States Supreme Court held in Investment Company
Institute v. Camp that the federal statute commonly referred to as the
Glass-Steagall Act prohibits a national bank from operating a mutual fund for
the collective investment of managing agency accounts. Subsequently, the Board
of Governors of the Federal Reserve System (the "Board") issued a regulation and
interpretation to the effect that the Glass-Steagall Act and such decision: (a)
forbid a bank holding company registered under the Federal Bank Holding Company
Act of 1956 (the "Holding Company Act") or any non-bank affiliate thereof from
sponsoring, organizing, or controlling a registered, open-end investment company
continuously engaged in the issuance of its shares, but (b) do not prohibit such
a holding company or affiliate from acting as investment adviser, transfer
agent, and custodian to such an investment company. In 1981, the United States
Supreme Court held in Board of Governors of the Federal Reserve System v.
Investment Company Institute that the Board did not exceed its authority under
the Holding Company Act when it adopted its regulation and interpretation
authorizing bank holding companies and their non-bank affiliates to act as
investment advisers to registered closed-end investment companies. In the Board
of Governors case, the Supreme Court also stated that if a national bank
complies with the restrictions imposed by the Board in its regulation and
interpretation authorizing bank holding companies and their non-bank affiliates
to act as investment advisers to investment companies, a national bank
performing investment advisory services for an investment company would not
violate the Glass-Steagall Act.

The Adviser and the Sub-Advisers believe that they possess the legal
authority to perform the services for the Funds contemplated by the Investment
Advisory Agreement and the Sub-Advisory Agreements and described in the
Prospectuses and this Statement of Additional Information and has so represented
in the Investment Advisory Agreement and the Sub-Advisory Agreements. Union Bank
of California, N.A. also believes that it may perform sub-administration
services on behalf of each Fund, for which it receives compensation from the
Administrator without a violation of applicable banking laws and regulations.
Future changes in either federal or state statutes and regulations relating to
the permissible activities of banks or bank holding companies and the
subsidiaries or affiliates of those entities, as well as further judicial or
administrative decisions or interpretations of present and future statutes and
regulations could prevent or restrict the Adviser from continuing to perform
such services for HighMark Funds. Depending upon the nature of any changes in
the services that could be provided by the Adviser, or the Sub-Advisers, the
Board of Trustees of HighMark Funds would review HighMark Funds' relationship
with the Adviser and the Sub-Advisers and consider taking all action necessary
in the circumstances.

Should further legislative, judicial or administrative action prohibit
or restrict the activities of Union Bank of California, the Adviser, its
affiliates, and its correspondent banks in connection with Customer purchases of
Shares of HighMark Funds, such Banks might be required to alter materially or
discontinue the services offered by them to Customers. It is not

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anticipated, however, that any change in HighMark Funds' method of operations
would affect its net asset value per Share or result in financial losses to any
Customer.

SHAREHOLDER SERVICES PLANS

HighMark Funds has adopted two Shareholder Services Plans, one for
Fiduciary Class and Class A Shares, one for Class B Shares (collectively, the
"Services Plans") pursuant to which a Fund is authorized to pay compensation to
financial institutions (each a "Service Provider"), which may include Bank of
Tokyo-Mitsubishi Trust Company, Union Bank of California, N.A., or their
respective affiliates, that agree to provide certain shareholder support
services for their customers or account holders (collectively, "customers") who
are the beneficial or record owners of Shares of a Fund. In consideration for
such services, a Service Provider is compensated by a Fund at a maximum annual
rate of up to 0.25% of the average daily net asset value of Shares of a Fund,
pursuant to each plan. A service provider may waive such fees at any time. Any
such waiver is voluntary and may be terminated at any time. Currently, such fees
are being waived to the rate of 0.10% of average daily net assets for the
Fiduciary and Class A Shares of the Income Equity Fund, Growth Fund,
International Equity Fund, Small Cap Value Fund, Balanced Fund, Value Momentum
Fund, and Core Equity Fund; 0.03% for the Class A Shares of the
Intermediate-Term Bond Fund, 0.01% for the Fiduciary and Class A Shares of the
Bond Fund, and 0.00% for the Class A Shares of the California Intermediate
Tax-Free Bond Fund and 0.00% for the Fiduciary and Class A Shares of the 100%
U.S. Treasury Money Market Fund, California Tax-Free Money Market Fund,
Diversified Money Market Fund and U.S. Government Money Market Fund.

The servicing agreements adopted under the Services Plans (the
"Servicing Agreements") require the Service Provider receiving such compensation
to perform certain shareholder support services as set forth in the Servicing
Agreements with respect to the beneficial or record owners of Shares of a Fund.

As authorized by the Services Plans, HighMark Funds may enter into a
Servicing Agreement with a Service Provider pursuant to which the Service
Provider has agreed to provide certain shareholder support services in
connection with Shares of one or more of the Funds. Such shareholder support
services may include, but are not limited to, (i) maintaining Shareholder
accounts; (ii) providing information periodically to Shareholders showing their
positions in Shares; (iii) arranging for bank wires; (iv) responding to
Shareholder inquiries relating to the services performed by the Service
Provider; (v) responding to inquiries from Shareholders concerning their
investments in Shares; (vi) forwarding Shareholder communications from HighMark
Funds (such as proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices) to Shareholders; (vii)
processing purchase, exchange and redemption requests from Shareholders and
placing such orders with HighMark Funds or its service providers; (viii)
assisting Shareholders in changing dividend options, account designations, and
addresses; (ix) providing subaccounting with respect to Shares beneficially
owned by Shareholders; (x) processing dividend payments from HighMark

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Funds on behalf of the Shareholders; and (xi) providing such other similar
services as HighMark Funds may reasonably request to the extent that the service
provider is permitted to do so under applicable laws or regulations.

SHAREHOLDER SERVICING AGREEMENT

HighMark Capital Management, Inc., HighMark Funds and the California
Department of Personnel have entered into a shareholder servicing agreement
pursuant to which HighMark Capital Management is to pay compensation to the
California Department of Personnel for providing certain shareholder support
services to plan participants in the State of California Savings Plus Program
("Plan Participants") who are the beneficial or record owners of Shares of the
Fund. In consideration for such services, the California Department of Personnel
is compensated by the Adviser at an annual rate of 0.10% on net assets of the
Value Momentum Fund held in the Thrift Plan and Deferred Compensation Plan in
the State of California Savings Plus Program.

The servicing agreement adopted requires the California Department of
Personnel to perform certain shareholder support services as set forth in the
Servicing Agreement with respect to the beneficial or record owners of Class I
Shares of the Value Momentum Fund.

California Department of Personnel has agreed to provide certain
shareholder support services in connection with the Class I Shares of the Value
Momentum Fund. Such shareholder support services may include, but are not
limited to, (i) maintaining separate records for each Plan Participant with
respect to the Value Momentum Fund, which records shall reflect shares purchased
and redeemed and share balances, (ii) transmitting to the Value Momentum Fund
purchase and redemption orders on behalf of Plan Participants, (iii) preparing
and transmitting to Plan Participants periodic account statements showing the
total number of shares owned by them as of the statement closing date, purchases
and redemptions of Fund shares by the plan participant during the period covered
by the statement and the dividends and other distributions paid to the plan
participant during the statement period (whether paid in case or reinvested in
Fund shares), and (iv) transmitting to plan participants proxy materials,
reports and other information required to be sent to shareholders under the
federal securities laws received by the California Department of Personnel from
the Value Momentum Fund.

EXPENSES

HighMark Funds' service providers bear all expenses in connection with
the performance of their respective services, except that each Fund will bear
the following expenses relating to its operations: taxes, interest, brokerage
fees and commissions, if any, fees and travel expenses of Trustees who are not
partners, officers, directors, shareholders or employees of HighMark Capital
Management, Inc., Union Bank of California, SEI Investments Mutual Funds
Services or SEI Investments Distribution Co., Securities and Exchange Commission
fees and state fees and expenses, certain insurance premiums, outside and, to
the extent authorized by HighMark Funds,

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inside auditing and legal fees and expenses, fees charged by rating agencies in
having the Fund's Shares rated, advisory and administration fees, fees and
reasonable out-of-pocket expenses of the custodian and transfer agent, expenses
incurred for pricing securities owned by the Fund, costs of maintenance of
corporate existence, typesetting and printing prospectuses for regulatory
purposes and for distribution to current Shareholders, costs and expenses of
Shareholders' and Trustees' reports and meetings and any extraordinary expenses.

DISTRIBUTOR

SEI Investments Distribution Co. (the "Distributor"), a wholly-owned
subsidiary of SEI Investments Company, serves as distributor to the Funds
pursuant to a distribution agreement dated February 15, 1997 between HighMark
Funds and the Distributor for the Fiduciary Class and Class A Shares, and
pursuant to a distribution agreement dated June 18, 1997 between HighMark Funds
and the Distributor for Class B Shares (collectively, the "Distribution
Agreements").

Unless terminated, the Distribution Agreements will continue in effect
until July 31, 1999 and from year to year thereafter if approved at least
annually (i) by HighMark Funds' Board of Trustees or by the vote of a majority
of the outstanding Shares of HighMark Funds, and (ii) by the vote of a majority
of the Trustees of HighMark Funds who are not parties to the Distribution
Agreements or interested persons (as defined in the 1940 Act) of any party to
the Distribution Agreements, cast in person at a meeting called for the purpose
of voting on such approval. The Distribution Agreements are terminable without
penalty, on not less than sixty days' notice by HighMark Funds' Board of
Trustees, by vote of a majority of the outstanding voting securities of HighMark
Funds or by the Distributor. The Distribution Agreements terminate in the event
of their assignment, as defined in the 1940 Act.

THE DISTRIBUTION PLANS. Pursuant to HighMark Funds' Distribution Plans,
each Fund pays the Distributor as compensation for its services in connection
with the Distribution Plans a distribution fee, computed daily and paid monthly,
equal to twenty-five one-hundredths of one percent (0.25%) of the average daily
net assets attributable to that Fund's Class A Shares, pursuant to the Class A
Distribution Plan, and seventy-five one-hundredths of one percent (0.75%) of the
average daily net assets attributable to that Fund's Class B Shares, pursuant to
the Class B Distribution Plan, seventy-five one-hundredths of one percent
(0.75%) of the average daily net assets attributable to that Fund's Class C
Shares, pursuant to the Class C Distribution Plan and fifty-five one-hundredths
of one percent (0.55%) of the average daily net assets attributable to that
Fund's Class S Shares, pursuant to the Class S Distribution Plan. The
Distributor has agreed to waive its fees to 0.00% of the average daily net
assets of the Intermediate-Term Bond Fund, the Bond Fund and the California
Intermediate Tax-Free Bond Fund.

For the fiscal year ended July 31, 1999, the Distributor received the
following distribution fees with respect to the sale of Class A Shares and Class
B Shares from the following Funds:

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<TABLE>
<CAPTION>
Fund Class a Shares Class B Shares
- ---- -------------- --------------
<S> <C> <C>
Balanced Fund $27,356 $14,665
Growth Fund $44,934 $39,007
Income Equity Fund $50,117 $20,020
Value Momentum Fund $85,954 $42,427
Small Cap Value $576 $1,312
100% U.S. Treasury Money Market Fund $2,205,542 $N/A
California Tax-Free Money Market Fund $902,153 $N/A
Diversified Money Market Fund $3,351,109 $N/A
U.S. Government Money Market Fund $336,568 $468
</TABLE>

*Class C and Class S Shares were not offered as of July 31, 1999.

The Distributor may use the distribution fee applicable to a Fund's
Class A, Class B, Class C and Class S Shares to provide distribution assistance
with respect to the sale of the Fund's Class A, Class B, Class C and Class S
Shares or to provide Shareholder services to the holders of the Fund's Class A,
Class B, Class C and Class S Shares. The Distributor may also use the
distribution fee (i) to pay financial institutions and intermediaries (such as
insurance companies and investment counselors but not including banks and
savings and loan associations), broker-dealers, and the Distributor's affiliates
and subsidiaries compensation for services or reimbursement of expenses incurred
in connection with the distribution of a Fund's Class A, Class B, Class C and
Class S Shares to their customers or (ii) to pay banks, savings and loan
associations, other financial institutions and intermediaries, broker-dealers,
and the Distributor's affiliates and subsidiaries compensation for services or
reimbursement of expenses incurred in connection with the provision of
Shareholder services to their customers owning a Fund's Class A, Class B, Class
C and Class S Shares. All payments by the Distributor for distribution
assistance or Shareholder services under the Distribution Plans will be made
pursuant to an agreement between the Distributor and such bank, savings and loan
association, other financial institution or intermediary, broker-dealer, or
affiliate or subsidiary of the Distributor (a "Servicing Agreement"; banks,
savings and loan associations, other financial institutions and intermediaries,
broker-dealers, and the Distributor's affiliates and subsidiaries that may enter
into a Servicing Agreement are hereinafter referred to individually as a
"Participating Organization"). A Participating Organization may include Union
Bank of California, its subsidiaries and its affiliates.

Participating Organizations may charge customers fees in connection
with investments in a Fund on their customers' behalf. Such fees would be in
addition to any amounts the Participating Organization may receive pursuant to
its Servicing Agreement. Under the terms of the Servicing Agreements,
Participating Organizations are required to provide their customers with a
schedule of fees charged directly to such customers in connection with
investments in a Fund. Customers of Participating Organizations should read this
Prospectus in light of the terms governing their accounts with the Participating
Organization.

The distribution fees under the Distribution Plans will be payable
without regard to whether the amount of the fee is more or less than the actual
expenses incurred in a particular year by the Distributor in connection with
distribution assistance or Shareholder services

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rendered by the Distributor itself or incurred by the Distributor pursuant to
the Servicing Agreements entered into under the Distribution Plans. The
Distributor may from time to time voluntarily reduce its distribution fees with
respect to a Fund in significant amounts for substantial periods of time
pursuant to an agreement with HighMark Funds. While there can be no assurance
that the Distributor will choose to make such an agreement, any voluntary
reduction in the Distributor's distribution fees will lower such Fund's
expenses, and thus increase such Fund's yield and total returns, during the
period such voluntary reductions are in effect.

In accordance with Rule 12b-1 under the 1940 Act, the Distribution
Plans may be terminated with respect to any Fund by a vote of a majority of the
Independent Trustees, or by a vote of a majority of the outstanding Class A,
Class B, Class C or Class S Shares of that Fund. The Distribution Plans may be
amended by vote of HighMark Funds' Board of Trustees, including a majority of
the Independent Trustees, cast in person at a meeting called for such purpose,
except that any change in a Distribution Plan that would materially increase the
distribution fee with respect to a Fund requires the approval of that Fund's
Retail Shareholders. HighMark Funds' Board of Trustees will review on a
quarterly and annual basis written reports of the amounts received and expended
under the Distribution Plans (including amounts expended by the Distributor to
Participating Organizations pursuant to the Servicing Agreements entered into
under the Distribution Plans) indicating the purposes for which such
expenditures were made.

Each Distribution Plan provides that it will continue in effect with
respect to each Fund for successive one-year periods, provided that each such
continuance is specifically approved (i) by the vote of a majority of the
Independent Trustees and (ii) by the vote of the entire Board of Trustees, cast
in person at a meeting called for such purpose. For so long as each of the
Distribution Plans remains in effect, the selection and nomination of those
trustees who are not interested persons of HighMark Funds (as defined in the
1940 Act) shall be committed to the discretion of such disinterested persons.

TRANSFER AGENT AND CUSTODIAN SERVICES

State Street Bank and Trust Company performs transfer agency services
for the Funds pursuant to a transfer agency and shareholder service agreement
with HighMark Funds dated as of February 15, 1997 (the "Transfer Agency
Agreement"). As each Fund's transfer agent,

State Street Bank and Trust Company processes purchases and redemptions of each
Fund's Shares and maintains each Fund's Shareholder transfer and accounting
records, such as the history of purchases, redemptions, dividend distributions,
and similar transactions in a Shareholder's account.

Under the Transfer Agency Agreement, HighMark Funds has agreed to pay
State Street Bank and Trust Company annual fees at the rate of $18,000 per
Retail class/per Fund. The Distributor has agreed to pay State Street Bank and
Trust Company annual fees at the rate of

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$15,000 per Fiduciary class/per Fund. In addition, there will be an annual
account maintenance fee of $25.00 per account and IRA Custodial fees totaling
$15.00 per account, as well as out-of-pocket expenses as defined in the Transfer
Agency Agreement. HighMark Funds intends to charge transfer agency fees across
the HighMark Funds as a whole. State Street Bank and Trust Company may
periodically voluntarily reduce all or a portion of its transfer agency fee with
respect to a Fund to increase the Fund's net income available for distribution
as dividends.

Union Bank of California, N.A. serves as custodian to the Funds
pursuant to a custodian agreement with HighMark Funds dated as of December 23,
1991, as amended (the "Custodian Agreement"). Under the Custodian Agreement,
Union Bank of California's responsibilities include safeguarding and controlling
each Fund's cash and securities, handling the receipt and delivery of
securities, and collecting interest and dividends on each Fund's investments.

Under the Custodian Agreement, HighMark Funds has agreed to pay Union
Bank of California a domestic custodian fee with respect to each Fund at an
annual rate of 0.01% of the Fund's average daily net assets, with an annual
minimum fee of $2,500 per Fund, plus certain transaction fees. Union Bank of
California is also entitled to be reimbursed by HighMark Funds for its
reasonable out-of-pocket expenses incurred in the performance of its duties
under the Custodian Agreement. Global custody fees shall be determined on a
transaction basis. Union Bank of California may periodically voluntarily reduce
all or a portion of its custodian fee with respect to a Fund to increase the
Fund's net income available for distribution as dividends.

The financial statements of HighMark Funds for the period ended July
31, 1999, incorporated by reference into this Statement of Additional
Information have been audited by Deloitte & Touche LLP, independent accountants,
as set forth in their report also incorporated by reference into this Statement
of Additional Information, and are included in reliance upon such report and on
the authority of such firm as experts in auditing and accounting.

LEGAL COUNSEL

Ropes & Gray, One Franklin Square, 1301 K Street, N.W., Suite 800 East,
Washington, D.C. 20005, are counsel to HighMark Funds and will pass upon the
legality of the Shares offered hereby.

ADDITIONAL INFORMATION

DESCRIPTION OF SHARES

HighMark Funds is a Massachusetts business trust. HighMark Funds'
Declaration of Trust was originally filed with the Secretary of State of The
Commonwealth of Massachusetts on March 10, 1987. The Declaration of Trust, as
amended, authorizes the Board of Trustees to issue an unlimited number of
Shares, which are units of beneficial interest, without par value. HighMark
Funds' Declaration of Trust, as amended, further authorizes the Board of
Trustees to

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establish one or more series of Shares of HighMark Funds, and to classify or
reclassify the Shares of any series into one or more classes by setting or
changing in any one or more respects the preferences, designations, conversion
or other rights, restrictions, limitations as to dividends, conditions of
redemption, qualifications or other terms applicable to the Shares of such
class, subject to those matters expressly provided for in the Declaration of
Trust, as amended, with respect to the Shares of each series of HighMark Funds.
HighMark Funds presently consists of fourteen series of Shares, representing
units of beneficial interest in the Growth Fund, the Income Equity Fund, the
Balanced Fund, the Value Momentum Fund, the Core Equity Fund, the International
Equity Fund, the Small Cap Value Fund, the Bond Fund, the Intermediate-Term Bond
Fund, the California Intermediate Tax-Free Bond Fund, the Diversified Money
Market Fund, the U.S. Government Money Market Fund, the 100% U.S. Treasury Money
Market Fund, and the California Tax-Free Money Market Fund. Pursuant to a
Multiple Class Plan on file with the Securities and Exchange Commission
permitting the issuance and sale of six classes of Shares in selected Funds,
Shares of such Funds have been divided into six classes of Shares, designated
Class A, Class B, Class C and Class S Shares (collectively, "Retail Shares"),
Class I Shares and Fiduciary Shares. The Trustees of HighMark Funds have
determined that currently no conflict of interest exists between the Class A,
Class B, Class C and Class S shares. On an ongoing basis, the Trustees of
HighMark Funds, pursuant to their fiduciary duties under the Investment Company
Act of 1940, as amended (the "1940 Act"), and state laws, will seek to ensure
that no such conflict arises.

Shares have no subscription or preemptive rights and only such
conversion or exchange rights as the Board of Trustees may grant in its
discretion. When issued for payment as described in the Prospectuses and this
Statement of Additional Information, HighMark Funds' Shares will be fully paid
and non-assessable. In the event of a liquidation or dissolution of HighMark
Funds, Shareholders of a Fund are entitled to receive the assets available for
distribution belonging to that Fund, and a proportionate distribution, based
upon the relative asset values of the respective Funds, of any general assets
not belonging to any particular Fund that are available for distribution. Upon
liquidation or dissolution of HighMark Funds, Retail and Fiduciary shareholders
are entitled to receive the net assets of the Fund attributable to each class.

As used in the Prospectuses and in this Statement of Additional
Information, "assets belonging to a Fund" means the consideration received by
HighMark Funds upon the issuance or sale of Shares in that Fund, together with
all income, earnings, profits, and proceeds derived from the investment thereof,
including any proceeds from the sale, exchange, or liquidation of such
investments, and any funds or payments derived from any reinvestment of such
proceeds, and any general assets of HighMark Funds not readily identified as
belonging to a particular Fund that are allocated to that Fund by HighMark
Funds' Board of Trustees. Such allocations of general assets may be made in any
manner deemed fair and equitable, and it is anticipated that the Board of
Trustees will use the relative net asset values of the respective Funds at the
time of allocation. Assets belonging to a particular Fund are charged with the
direct liabilities and expenses of that Fund, and with a share of the general
liabilities and expenses of HighMark Funds not readily identified as belonging
to a particular Fund that are allocated to that Fund in

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proportion to the relative net asset values of the respective Funds at the time
of allocation. The timing of allocations of general assets and general
liabilities and expenses of HighMark Funds to particular Funds will be
determined by the Board of Trustees and will be in accordance with generally
accepted accounting principles. Determinations by the Board of Trustees as to
the timing of the allocation of general liabilities and expenses and as to the
timing and allocable portion of any general assets with respect to a particular
Fund are conclusive.

Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted to the holders of the outstanding voting securities of an investment
company such as HighMark Funds shall not be deemed to have been effectively
acted upon unless approved by the holders of a majority of the outstanding
Shares of each Fund affected by the matter. For purposes of determining whether
the approval of a majority of the outstanding Shares of a Fund will be required
in connection with a matter, a Fund will be deemed to be affected by a matter
unless it is clear that the interests of each Fund in the matter are identical,
or that the matter does not affect any interest of the Fund.

Under Rule 18f-2, the approval of an investment advisory agreement or
any change in fundamental investment policy would be effectively acted upon with
respect to a Fund only if approved by a majority of the outstanding Shares of
such Fund. However, Rule 18f-2 also provides that the ratification of
independent public accountants, the approval of principal underwriting
contracts, and the election of Trustees may be effectively acted upon by
Shareholders of HighMark Funds voting without regard to series.

Although not governed by Rule 18f-2, Retail Shares of a Fund have
exclusive voting rights with respect to matters pertaining to the Fund's
Distribution Plan.

SHAREHOLDER AND TRUSTEE LIABILITY

Under Massachusetts law, holders of units of interest in a business
trust may, under certain circumstances, be held personally liable as partners
for the obligations of the trust. However, HighMark Funds' Declaration of Trust,
as amended, provides that Shareholders shall not be subject to any personal
liability for the obligations of HighMark Funds, and that every written
agreement, obligation, instrument, or undertaking made by HighMark Funds shall
contain a provision to the effect that the Shareholders are not personally
liable thereunder. The Declaration of Trust, as amended, provides for
indemnification out of the trust property of any Shareholder held personally
liable solely by reason of his or her being or having been a Shareholder. The
Declaration of Trust, as amended, also provides that HighMark Funds shall, upon
request, assume the defense of any claim made against any Shareholder for any
act or obligation of HighMark Funds, and shall satisfy any judgment thereon.
Thus, the risk of a Shareholder incurring financial loss on account of
Shareholder liability is limited to circumstances in which HighMark Funds itself
would be unable to meet its obligations.

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<PAGE>

The Declaration of Trust, as amended, states further that no Trustee,
officer, or agent of HighMark Funds shall be personally liable in connection
with the administration or preservation of the assets of the trust or the
conduct of HighMark Funds' business, nor shall any Trustee, officer, or agent be
personally liable to any person for any action or failure to act except for his
own bad faith, willful misfeasance, gross negligence, or reckless disregard of
his duties. The Declaration of Trust, as amended, also provides that all persons
having any claim against the Trustees or HighMark Funds shall look solely to the
assets of the trust for payment.

THE REORGANIZATION OF THE IRA FUND AND HIGHMARK FUNDS

As of June 23, 1988, pursuant to an Agreement and Plan of
Reorganization between the IRA Fund, HighMark Funds, and The Bank of California,
substantially all of the assets of the IRA Fund's Income Equity Portfolio, and
Bond Portfolio were transferred to HighMark Funds' Income Equity Fund, and Bond
Fund, respectively, in exchange for such Fund's Shares, and substantially all of
the assets of the IRA Fund's Short Term Portfolio were transferred to one or
more of HighMark Funds' Money Market Funds in exchange for Shares of such Money
Market Fund or Funds. Prior to June 23, 1988, the aggregate total return and
average annual total return of the Bond Fund and Income Equity Fund reflect the
aggregate total return and average annual total return of the IRA Fund Bond
Portfolio and the IRA Fund Income Equity Portfolio, respectively. The IRA Fund
Bond Portfolio and the IRA Fund Income Equity Portfolio both received investment
advice from the same division of the Bank of California subsequently known as
Pacific Alliance Capital Management and eventually reorganized as HighMark
Capital Management, Inc. and had investment objectives, policies and
restrictions substantially similar to those of the Bond Fund and the Income
Equity Fund, respectively. However, potential investors should be aware that
both the nature and amount of fees and expenses of the IRA Fund Bond Portfolio
and the Bond Fund and those of the IRA Fund Income Equity Portfolio and the
Income Equity Fund differ.

CALCULATION OF PERFORMANCE DATA

From time to time, articles relating to the performance, rankings, and
other investment characteristics of mutual funds and their investment advisers,
including the Funds and the Adviser, may appear in national, regional, and local
publications. In particular, some publications may publish their own rankings or
performance reviews of mutual funds and their investment advisers, including the
Funds and the Adviser. Various mutual fund or market indices may also serve as a
basis for comparison of the performance of the Funds with other mutual funds or
mutual fund portfolios with comparable investment objectives and policies. In
addition to the indices prepared by Dow Jones & Co., Inc. and Standard & Poor's
Corporation, references to or reprints from the following publications may be
used in HighMark Funds' promotional literature: IBC/Donoghue's Money Fund
Report, Ibbotson Associates of Chicago, Morningstar, Lipper, Inc.,
CDA/Wiesenberger Investment Company Services, SEI Investments, Callan
Associates, Wilshire Associates, MONEY Magazine, Pension and Investment Age,
Forbes, BusinessWeek, Smart Money, American Banker, Fortune Magazine, Worth,
Institutional

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<PAGE>

Investor, Barron's National Business & Financial Weekly, Investor's Business
Daily, Barron's, Pensions and Investments, Investment News, America Online, The
Wall Street Journal, New York Times, San Francisco Chronicle and Examiner, Los
Angeles Business Journal, Los Angeles Times, USA Today, Sacramento Bee, Seattle
Times, Seattle Daily Journal of Commerce, Seattle Post/Intelligence, Seattle
Business Journal, Tacoma New Tribune, Bellevue Journal-American, The Oregonian,
Puget Sound Business Journal, Portland Chamber of Commerce and Portland Daily
Journal of Commerce/Portland Business Today. Shareholders may call toll free
1-800-433-6884 for current information concerning the performance of each of the
Funds.

From time to time, the Funds may include the following types of
information in advertisements, supplemental sales literature and reports to
Shareholders: (1) discussions of general economic or financial principles (such
as the effects of compounding and the benefits of dollar-cost averaging); (2)
discussions of general economic trends; (3) presentations of statistical data to
supplement such discussions; (4) descriptions of past or anticipated portfolio
holdings for one or more of the Funds within HighMark Funds; (5) descriptions of
investment strategies for one or more of the Funds; (6) descriptions or
comparisons of various savings and investment products (including, but not
limited to, insured bank products, annuities, qualified retirement plans and
individual stocks and bonds), which may or may not include the Funds; (7)
comparisons of investment products (including the Funds) with relevant market or
industry indices or other appropriate benchmarks; (8) discussions of fund
rankings or ratings by recognized rating organizations; and (9) testimonials
describing the experience of persons that have invested in one or more of the
Funds. The Funds may also include calculations, such as hypothetical compounding
examples, which describe hypothetical investment results in such communications.
Such performance examples will be based on an express set of assumptions and are
not indicative of the performance of any of the Funds. In addition, the
California Tax- Free Fund may include charts comparing various tax-free yields
versus taxable yield equivalents at different income levels.

The 7-day yield of each class of Shares of a Fund was computed by
determining the percentage net change, excluding capital changes, in the value
of an investment in one Share of that class over the base period, and
multiplying the net change by 365/7 (or approximately 52 weeks). The 7-day
effective yield of each class of Shares of a Fund represents a compounding of
the yield of that class by adding 1 to the number representing the percentage
change in value of the investment during the base period, raising that sum to a
power equal to 365/7, and subtracting 1 from the result.

The yield and effective yield for the seven-day period ending July 31,
1999, for the Money Market Funds are shown below:
<TABLE>
<CAPTION>
Yield Effective Yield
--------------------------- --------------------------
Class A Class B Fiduciary Class A Class B Fiduciary
------- ------- --------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
100% U.S. Treasury Money Market Fund 4.09% -- 4.34% 4.17% -- 4.43%
California Intermediate Tax-Free

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<PAGE>

Money Market Fund 2.16% -- 2.41% 2.18% -- 2.44%
Diversified Money Market Fund 4.39% -- 4.63% 4.48% -- 4.71%
U.S. Government Money Market Fund 4.31% 3.56% 4.55% 4.40% 3.62% 4.66%
</TABLE>

*No performance information is presented for Class S Shares because they had
commenced operations as of July 31, 1999.

The Fund's "yield" (referred to as "standardized yield") for a given
30-day period for a class of shares is calculated using the following formula
set forth in rules adopted by the Commission that apply to all funds that quote
yields:

Standardized Yield = 2 [(a-b + 1)(6) - 1]
--
cd

The symbols above represent the following factors:

a = dividends and interest earned during the 30-day period.
b = expenses accrued for the period (net of reimbursements).
c = the average daily number of shares of that class outstanding during the
30-day period that were entitled to receive dividends.
d = the maximum offering price per share of the class on the last day of
the period, adjusted for undistributed net investment income.

The standardized yield of a class of shares for a 30-day period may
differ from its yield for any other period. The Commission formula assumes that
the standardized yield for a 30-day period occurs at a constant rate for a
six-month period and is annualized at the end of the six-month period. This
standardized yield is not based on actual distributions paid by the Fund to
shareholders in the 30-day period, but is a hypothetical yield based upon the
net investment income from the Fund's portfolio investments calculated for that
period. Because each class of shares is subject to different expenses, it is
likely that the standardized yields of the Fund classes of shares will differ.

The yield and effective yield for the 30-day period ending July 31,
1999, for the Money Market Funds and Fixed Income Funds are shown below:

<TABLE>
<CAPTION>
Yield Effective Yield
--------------------------- --------------------------
Class A Class B Fiduciary Class A Class B Fiduciary
------- ------- --------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
100% U.S. Treasury Money Market Fund 4.04% -- 4.29% 4.12% -- 4.38%
California Intermediate Tax-Free Money
Market Fund 2.10% -- 2.35% 2.12% -- 2.38%
Diversified Money Market Fund 4.35% -- 4.60% 4.45% -- 4.71%
U.S. Government Money Market Fund 4.28% 3.53% 4.53% 4.37% 3.59 4.63%

Bond Fund 5.67% -- 5.85% -- -- --
California Intermediate Tax-Free Bond Fund 3.90% -- 4.02% -- -- --
Intermediate Term Bond Fund 5.69% -- 5.86% -- -- --
</TABLE>

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<PAGE>

The tax-equivalent yield of each class of Shares of the California
Tax-Free Fund was computed by dividing that portion of the yield of that class
that is tax-exempt by 1 minus the stated income tax rate (or rates) and adding
the product to that portion, if any, of the yield of the Class that is not
tax-exempt. The tax-equivalent effective yield of each class of Shares was
computed by dividing that portion of the effective yield of that class which is
tax-exempt by 1 minus the stated income tax rate (or rates) and adding to that
portion, if any, of the effective yield of that class that is not tax-exempt.

The tax-equivalent yield and tax-equivalent effective yield for the
California Tax-Free Money Market Fund for the 7-day and 30-day periods ended
July 31, 1999 are shown below:
<TABLE>
<CAPTION>
Tax-Equivalent Tax-Equivalent
Yield Effective Yield
------------------ ---------------
Class A Fiduciary Class A Fiduciary
------- --------- ------- ---------
<S> <C> <C> <C> <C>
Using a 39.6% Fed. Income Tax Rate
- -----------------------------------
a. 7-day 3.58% 3.99% 3.61% 4.04%
b. 30-day 3.48% 3.89% 3.51% 3.94%

Using a 39.6% Fed. Income Tax
Rate and 11% Cal. Personal
Income Tax Rate
- --------------------
a. 7-day 4.37% 4.88% 4.41% 4.94%
b. 30-day 4.25% 4.76% 4.29% 4.82%
</TABLE>

The tax-equivalent yield for the California Intermediate Tax-Free Bond
Fund for the 30-day period ended July 31, 1999 is shown below:
<TABLE>
<CAPTION>
Tax-Equivalent
Yield
-----------
Class A Fiduciary
------- ---------
<S> <C> <C>
Using a 39.6% Fed. Income Tax Rate 6.46% 6.66%

Using a 39.6% Fed. Income Tax
Rate and 11% Cal. Personal
Income Tax Rate 7.89% 8.14%
</TABLE>

Each Fund's respective average annual total return over periods of 1, 5
and 10 years (up to the life of Fund or Class) was calculated by determining the
change in the value of a hypothetical $1,000 investment in the Fund over the
applicable period (utilizing, when appropriate, performance information from the
applicable IRA Fund Portfolio prior to June 23, 1988) that would equate the
initial amount invested to the ending redeemable value of the investment; in the
case of the average annual total return, this amount (representing the Fund's
total return) was then averaged over the relevant number of years. Specifically,
these rates of return are calculated pursuant to the following formula: P(1 +
T)n = ERV (where P = a hypothetical initial payment of $1,000, T = the average
annual total return, n = the number of years and ERV = the ending redeemable
value of a hypothetical $1,000 payment made at the beginning of the period). All

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<PAGE>

total return figures reflect the deduction o a proportional share of Fund
expenses on an annual basis, and assume that all dividends and distributions are
reinvested when paid. The resulting percentages indicate the positive or
negative investment results that an investor would have experienced from changes
in Share price and reinvestment of dividends and capital gains distributions.

The performance figures relating to the Class A Shares and Class B
Shares reflect the sales charge and distribution fees to which each Class is
subject. Because only Class A Shares and Class B Shares bear the expense of the
fee, if any, under the Distribution Plan and a sales charge, total return and
yield relating to a Fund's Class A Shares and Class B Shares will be lower than
that relating to the Funds' Fiduciary Shares. No performance information for
Class C Shares and Class I Shares is presented because they had not commenced
operations as of July 31, 1999.

The average total return for the Class A Shares of each Fund, computed
as of July 31, 1999, is shown in the table below:

Average Annual Total Return - Class A Shares
<TABLE>
<CAPTION>
Fund/Class
Commencement One Five Ten Life of
Fund Name of Operations Year Years Years Fund
- --------- ------------- ---------------- --------------- -------------- ----------------
With Without With Without With Without With Without
Sales Sales Sales Sales Sales Sales Sales Sales
Load* Load Load* Load Load* Load Load* Load
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balanced Fund 11/13/92 4.70% 9.64% 13.98% 15.04% -- -- 12.08% 12.84%
Growth Fund 06/20/94 11.64% 16.92% 23.41% 24.55% -- -- 22.93% 24.05%
Income Equity Fund 06/20/94 8.79% 13.94% 18.52% 19.61% 13.23%(1) 13.75%(1) 18.29% 19.36%
Small Cap Value Fund 09/17/98 -- -- -- -- -- -- 19.62% 25.24%
Value Momentum Fund 04/02/94 7.70% 12.79% 0.36% 21.46% -- -- 16.83% 17.56%
Bond Fund 06/20/94 -1.51% 1.52% 6.09% 6.73% 6.47%(2) 6.79%(2) 6.00% 6.62%
California Intermediate
Tax-Free Bond Fund 10/15/93 0.44% 3.55% 5.51% 6.16% -- -- 4.02% 4.57%
Intermediate-Term Bond
Fund 02/03/92 -0.49% 2.60% 5.51% 6.16% -- -- 5.71% 6.13%
100% U.S. Treasury
Money Market Fund 12/01/90 -- 4.17% -- 4.59% -- 4.69%(3) -- 4.20%
California Tax-Free
Money Market Fund 06/25/91 -- 2.34% -- 2.80% -- -- -- 2.62%
Diversified Money Market
Fund 05/28/91 -- 4.52% -- 4.85% -- -- -- 4.36%
U.S. Government Money
Market Fund 12/01/90 -- 4.39% -- 4.74% -- 4.79%(4) -- 4.31%
</TABLE>

* Reflects maximum sales charge (4.50% for the Equity Funds and 3.00% for the
Fixed Income Funds).

(1) Prior to 6/20/94, performance for Class A Shares is based on Fiduciary Share
performance, which were first offered 2/9/84. The performance of the Fiduciary
Shares has been adjusted for the sales charge applicable to Class A Shares, but
does not reflect the Class A Shares' Rule 12b-1 fees and expenses. With those
adjustments, performance would be lower than that shown.

-87-
<PAGE>

(2) Prior to 6/20/94, performance for Class A Shares is based on Fiduciary Share
performance, which were first offered 2/15/84. The performance of the Fiduciary
Shares has been adjusted for the sales charge applicable to Class A Shares, but
does not reflect the Class A Shares' Rule 12b-1 fees and expenses. With those
adjustments, performance would be lower than that shown.

(3) Prior to 12/1/90, performance for Class A Shares is based on Fiduciary Share
performance, which were first offered 8/10/87. The performance of Fiduciary
Shares has been adjusted for the sales charge applicable to Class A Shares, but
does not reflect the Class A Shares' Rule 12b-1 fees and expenses. With those
adjustments, performance would be lower than that shown.

(4) Prior to 12/1/90, performance for Class A Shares is based on Fiduciary Share
performance, which were first offered 8/10/87. The performance of Fiduciary
Shares has been adjusted for the sales charge applicable to Class A Shares, but
does not reflect the Class A Shares' Rule 12b-1 fees and expenses. With those
adjustments, performance would be lower than that shown.

The average total return for the Class B Shares of each Fund, computed as of
July 31, 1999, is shown in the table below:

Average Annual Total Return - Class B Shares
<TABLE>
<CAPTION>
Fund/Class
Commencement One Five Ten Life of
Fund Name of Operations Year Years Years Fund
- --------- ------------- ---------------- ----------------- -------------- ----------------
With Without With Without With Without With Without
Sales Sales Sales Sales Sales Sales Sales Sales
Load* Load Load* Load Load* Load Load* Load
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balanced Fund 02/02/98 3.91% 8.91% 14.74%(1) 14.97%(1) -- -- 4.79% 7.39%
Growth Fund 02/02/98 11.26% 16.26% 24.20%(2) 24.37%(2) -- -- 18.46% 20.92%
Income Equity Fund 02/02/98 8.29% 13.25% 19.21%(3) 19.41%(3) 13.65%(3) 13.65%(3) 10.83% 13.37%
Small Cap Value Fund 02/02/98 -- -- -- -- -- -- 19.60% 24.60%
Value Momentum Fund 02/02/98 6.89% 11.89% 21.14%(4) 21.32%(4) -- -- 6.67% 9.26%
U.S. Government Fund 02/02/98
Money Market Fund 02/02/98 3.62% -1.38% 4.58%(5) 4.24%(5) 4.71%(5) 4.71%(5) 3.85% 1.19%
</TABLE>

* Reflects maximum CDSC of 5.00%.

(1) Prior to 11/13/92, performance for Class B Shares is based on Fiduciary
Share performance, which were first offered 2/1/91. The performance of the
Fiduciary Shares has been adjusted for the maximum contingent deferred sales
charge applicable to Class B Shares, but does not reflect the Class B Shares'
Rule 12b-1 fees and expenses. With those adjustments, performance would be lower
than that shown.

(2) Prior to 2/2/98, performance for Class B Shares is based on Fiduciary Share
performance, which were first offered 11/18/93. The performance of the Fiduciary
Shares has been adjusted for the maximum contingent deferred sales charge
applicable to Class B Shares, but does not reflect the Class B Shares' Rule
12b-1 fees and expenses. With those adjustments, performance would be lower than
that shown.

(3) Prior to 2/2/98, performance for Class B Shares is based on Fiduciary Share
performance, which were first offered 2/9/84. The performance of the Fiduciary
Shares has been adjusted for the maximum contingent deferred sales charge
applicable to Class B Shares, but does not reflect the Class B Shares' Rule
12b-1 fees and expenses. With those adjustments, performance would be lower than
that shown.

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<PAGE>

(4) Prior to 4/2/92, performance for Class B Shares is based on Fiduciary Share
performance, which were first offered 2/1/91. The performance of the Fiduciary
Shares has been adjusted for the maximum contingent deferred sales charge
applicable to Class B Shares, but does not reflect the Class B Shares' Rule
12b-1 fees and expenses. With those adjustments, performance would be lower than
that shown.

(5) Prior to 2/2/98, performance for Class B Shares is based on Fiduciary Share
performance, which were first offered 8/10/87. The performance of Fiduciary
Shares has been adjusted for the maximum contingent deferred sales charge
applicable to Class B Shares, but does not reflect the Class B Shares' Rule
12b-1 fees and expenses. With those adjustments, performance would be lower than
that shown.

The average total return for the Fiduciary Shares of each Fund, computed as of
July 31, 1999, is shown in the table below:

Average Annual Total Return - Fiduciary Shares
<TABLE>
<CAPTION>
Fund/Class
Commencement One Five Ten Life of
Fund Name of Operations Year Years Years Fund
- --------- -------------- ---- ----- ----- ----
<S> <C> <C> <C> <C> <C>
Balanced Fund 02/01/91 9.96% 15.26% -- 12.82%
Growth Fund 11/18/93 17.24% 24.68% -- 20.95%
Income Equity Fund 02/09/84 14.23% 19.72% 13.80% 15.81%
International Equity Fund 02/01/95 5.90% -- -- 6.16%
Small Cap Value Fund 09/17/98 -- -- -- 25.54%
Value Momentum Fund 02/01/91 13.08% 21.69% -- 17.50%
Bond Fund 02/15/84 1.60% 6.72% 6.86% 8.84%
California Intermediate
Tax-Free Bond Fund 10/15/93 3.54% 6.19% -- 4.61%
Intermediate-Term Bond
Fund 02/01/91 2.60% 6.16% -- 7.02%
100% U.S. Treasury
Money Market Fund 08/10/87 4.43% 4.71% 4.75% 5.23%
California Tax-Free
Money Market Fund 06/10/91 2.59% 3.10% -- 2.94%
Diversified Money Market
Fund 02/02/91 4.78% 5.10% -- 4.66%
U.S. Government Money
Market Fund 08/10/87 4.64% 4.87% 4.85% 5.34%
</TABLE>

Prior to June 23, 1988 (the date on which the Income Equity Fund and
the Bond Fund commenced operations as a result of the reorganization involving
the IRA Fund Income Equity Portfolio and the IRA Fund Bond Portfolio,
respectively, as described under "ADDITIONAL INFORMATION - The Reorganization of
the IRA Fund and HighMark Funds" above), the total return and average annual
total return of the Income Equity Fund and the Bond Fund reflects the total
return and average annual total return of the IRA Fund Income Equity Portfolio,
and the IRA Fund Bond Portfolio, respectively. Each IRA Fund Portfolio received
investment advice from the same division of the Bank of California subsequently
known as Pacific Alliance Capital Management and then reorganized as HighMark
Capital Management, Inc, and had substantially similar investment objectives,
policies, and restrictions of the Fund into which it was reorganized. However,
potential investors in the Income Equity Fund, and the Bond Fund should be aware
that both the nature and amount of fees and expenses of the IRA Fund Income
Equity Portfolio, and the IRA Fund Bond Portfolio differ from the Fund into
which the respective IRA

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<PAGE>

Fund Portfolios were reorganized. See "Management of HighMark Funds - Investment
Adviser" and the Statements of Operations in the Financial Statements with
respect to the Income Equity Fund, and the Bond Fund and the IRA Fund Income
Equity Portfolio, and the IRA Fund Bond Portfolio for the applicable period
ended July 31, 1989 and June 22, 1988 contained in this Statement of Additional
Information.

Because each class of Shares of a Fund has different sales charge
structures and differing distribution and shareholder servicing fees, the
performance of each class will differ. All performance information presented is
based on past performance and does not predict future performance.

MISCELLANEOUS

Prior to April 28, 1997, the California Tax-Free Money Market Fund, the
Value Momentum Fund, the International Equity Fund, the Intermediate-Term Bond
Fund, and the California Intermediate Tax-Free Bond Fund were Stepstone Funds.
Prior to operating as HighMark Funds, each Fund had a fiscal year end of January
31 (rather than July 31). Most of the financial and investment information
(e.g., fees paid to service providers and portfolio turnover) presented in this
Statement of Additional Information and in the Prospectuses is based on a Fund's
fiscal year end. Each of these Funds is the accounting survivor of a
reorganization of two mutual funds. All fees paid by these Funds (or
sub-advisory fees paid with respect to these Funds) for a fiscal year end of
January 31 represent the fees paid by the accounting survivor prior to the
reorganization. As a result, for each of these Funds, and for the Diversified
Money Market Fund and the Balanced Fund, for the fiscal year ended July 31,
1997, the financial and investment information is provided for the period
February 1, 1997 through July 31, 1997. Therefore, for these Funds for each
prior fiscal year, the financial and investment information is provided for the
period February 1 through January 31.

For all of the other Funds information for a fiscal year is provided
for the period August 1 through July 31 (or such other shorter period if the
Fund began operations after August 1).

Shareholders are entitled to one vote for each Share held in a Fund as
determined on the record date for any action requiring a vote by the
Shareholders, and a proportionate fractional vote for each fractional Share
held. Shareholders of HighMark Funds will vote in the aggregate and not by
series or class except (i) as otherwise expressly required by law or when
HighMark Funds' Board of Trustees determines that the matter to be voted upon
affects only the interests of the Shareholders of a particular series or
particular class, and (ii) only Retail Shares will be entitled to vote on
matters submitted to a Shareholder vote relating to the Distribution Plan.
HighMark Funds is not required to hold regular annual meetings of Shareholders,
but may hold special meetings from time to time.

HighMark Funds' Trustees are elected by Shareholders, except that
vacancies may be filled by vote of the Board of Trustees. HighMark Funds is not
required to hold meetings of

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<PAGE>

Shareholders for the purpose of electing Trustees except that (i) HighMark Funds
is required to hold a Shareholders' meeting for the election of Trustees at such
time as less than a majority of the Trustees holding office have been elected by
Shareholders and (ii) if, as a result of a vacancy on the Board of Trustees,
less than two-thirds of the Trustees holding office have been elected by the
Shareholders, that vacancy may be filled only by a vote of the Shareholders. In
addition, Trustees may be removed from office by a written consent signed by the
holders of Shares representing two-thirds of the outstanding Shares of HighMark
Funds at a meeting duly called for the purpose, which meeting shall be held upon
the written request of the holders of Shares representing not less than 10% of
the outstanding Shares of HighMark Funds. Upon written request by the holders of
Shares representing 1% of the outstanding Shares of HighMark Funds stating that
such Shareholders wish to communicate with the other Shareholders for the
purpose of obtaining the signatures necessary to demand a meeting to consider
removal of a Trustee, HighMark Funds will provide a list of Shareholders or
disseminate appropriate materials (at the expense of the requesting
Shareholders). Except as set forth above, the Trustees may continue to hold
office and may appoint successor Trustees.

HighMark Funds is registered with the Securities and Exchange
Commission as a management investment company. Such registration does not
involve supervision by the Securities and Exchange Commission of the management
or policies of HighMark Funds.

The Prospectuses and this Statement of Additional Information omit
certain of the information contained in the Registration Statement filed with
the Securities and Exchange Commission. Copies of such information may be
obtained from the Securities and Exchange Commission upon payment of the
prescribed fee.

The 1999 Annual Report to Shareholders of HighMark Funds is
incorporated herein by reference. This Report includes audited financial
statements for the fiscal year ended July 31, 1999. Upon the incorporation by
reference herein of such Annual Report, the opinion in such Annual Report of
independent accountants is incorporated herein by reference and such Annual
Report's financial statements are incorporated by reference herein in reliance
upon the authority of such accountants as experts in auditing and accounting.

The Prospectuses and this Statement of Additional Information are not
an offering of the securities herein described in any state in which such
offering may not lawfully be made.

No salesperson, dealer, or other person is authorized to give any
information or make any representation other than those contained in the
Prospectuses and this Statement of Additional Information.

As of January 24, 2000, HighMark Funds believes that the trustees and
officers of HighMark Funds, as a group, owned less than one percent of the
Shares of any Fund of HighMark Funds. As of January 24, 2000, HighMark Funds
believes that there was no person who beneficially owned more than 25% of the
Class A, Class B or Class C Shares of any Fund.

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<PAGE>

As of January 24, 2000, HighMark Funds believes that Union Bank of
California was the shareholder of record of 87.52% of the Fiduciary Shares of
the Growth Fund, 84.99% of the Fiduciary Shares of the Income Equity Fund,
98.77% of the Fiduciary Shares of the Balanced Fund, 65.01% of the Fiduciary
Shares of the Bond Fund, 99.48% of the Fiduciary Shares of the Intermediate-Term
Bond Fund, 99.69% of the Fiduciary Shares of the California Intermediate
Tax-Free Bond Fund, 95.34% of the Fiduciary Shares of the Value Momentum Fund,
98.15% of the Fiduciary Shares of the Small Cap Value Fund, 96.47% of the
Fiduciary Shares of the U.S. Government Money Market Fund, 97.46% of the
Fiduciary Shares of the Diversified Money Market Fund, 99.30% of the Fiduciary
Shares of the 100% U.S. Treasury Money Market Fund and 99.81% of the Fiduciary
Shares of the California Tax-Free Money Market Fund.

As of January 24, 2000, HighMark Funds believes that Union Bank of
California had investment authority with respect to 43.16% of the Growth Fund
Fiduciary Shares, 49.91% of the Income Equity Fund Fiduciary Shares, 51.70% of
the Balanced Fund Fiduciary Shares, 51.61% of the Bond Fund Fiduciary Shares,
62.26% of the Value Momentum Fund Fiduciary Shares, 77.46% of the International
Equity Fund Fiduciary Shares, 96.55% of the Small Cap Value Fund Fiduciary
Shares, 88.21% of the Intermediate-Term Bond Fund, 97.35% of the California
Intermediate Tax-Free Bond Fund, 11.85% of the 100% U.S. Treasury Money Market
Fund, 48.60% of the California Tax-Free Money Market Fund, 16.41% of the
Diversified Money Market Fund, and 11.99% of the U.S. Government Money Market
Fund.

The table below indicates each additional person known by HighMark
Funds to own of record or beneficially 5% or more of the Shares of the following
Funds of HighMark Funds as of January 24, 2000.

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<PAGE>

5% OR MORE OWNERS

BALANCED FUND - CLASS A SHARES

<TABLE>
<S><C>
NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

Ty & Wei Chen Yeh TTEE 8.19%
Yeh Family Trust
U/A 9/11/91 2048 Studebaker Rd.
Long Beach, CA 90815-3539

BALANCED FUND - CLASS C SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

HighMark Capital Management 86.11%
445 S. Figueroa Street
Los Angeles, CA 90071-1602

SEI Investments 8.84%
SEED Account
530 E. Swedesford Road
Wayne, PA 19087-1607

BALANCED FUND - FIDUCIARY SHARES

NAME AND ADDRESS PERCENTAGE OF BENEFICIAL OWNERSHIP

Nissan 401(k) Plan 5.33%
Attn: Virginia King
P.O. Box 191
Gardena, CA 90248-0191

Nummi Hourly Retirement Plan 10.60%
Attn: Paige Kanisberg
45500 Fremont Blvd.
Fremont, CA 94538

NEC Savings Plan 9.69%
8 Old Sod Farm Road
Melville, NY 11747

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<PAGE>

Union Bank of California Retirement Plan 10.92%
350 California Street
San Francisco, CA 94104

Union Bank of California 401(k) Plan 11.12%
350 California Street
San Francisco, CA 94104

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

Lane & Company 80.79%
c/o Union Bank of California
Attn: Kathleen Heilman
P.O. Box 120109
San Diego, CA 92112-0109

American Express Trust Company 9.69%
As Agent for NEC Savings and
Retirement Plan
Attn: Nancy Jendro Trust Operation
P.O. Box 534
Minneapolis, MN 55440-0534

PFTC Trustee Nissan Empl. Sav. Plan 5.33%
Putnam Investments
Nissan Motor Corporation
Location 31
P.O. Box 9740
Providence, RI 02940-9740

GROWTH FUND - CLASS C SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

First Union Bank Securities, Inc. 54.43%
FBO David W. Kaney IRA
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611

Donaldson Lufkin Jenrette 34.48%
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052

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<PAGE>

First Union Securities, Inc. 8.98%
Jerry E. Gale
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611

GROWTH FUND - FIDUCIARY SHARES

NAME AND ADDRESS PERCENTAGE OF BENEFICIAL OWNERSHIP

Union Bank of California Retirement Plan 11.52%
350 California Street
San Francisco, CA 94104

Union Bank of California 401(k) Plan 14.39%
350 California Street
San Francisco, CA 94104

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

Lane & Company 85.81%
c/o Union Bank of California
Attn: Kathleen Heilman
P.O. Box 84584
San Diego, CA 92138-4584

BOTT Pension 10.58%
c/o Bank of Tokyo Trust Company
Attn: Dennis Demetropoulos
1251 Avenue of the Americas, Fl. 10
New York, NY 10020-1104

INCOME EQUITY FUND - CLASS A SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

The Jackson Family Foundation 6.52%
Attn: Claire Grabowski
421 Aviation Blvd.
Santa Rosa, CA 95403-1069

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<PAGE>

INCOME EQUITY FUND - CLASS C SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

HighMark Capital Management 85.52%
445 S. Figueroa Street
Los Angeles, CA 90071-1602

SEI Investments 9.18%
SEED Account
530 E. Swedesford Road
Wayne, PA 19087-1607

INCOME EQUITY FUND - FIDUCIARY SHARES

NAME AND ADDRESS PERCENTAGE OF BENEFICIAL OWNERSHIP

Union Bank of California 401(k) Plan 13.45%
350 California Street
San Francisco, CA 94104

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

Lane & Company 81.08%
c/o Union Bank
Attn: Kathleen Heilman
P.O. Box 120109
San Diego, CA 92112-0109

INTERNATIONAL EQUITY FUND - CLASS A SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

Donaldson Lufkin Jenrette 98.17%
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052

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INTERNATIONAL EQUITY FUND - CLASS B SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

Sergey Tikhomirov 17.67%
c/o Gary Dunn CPA
1690 West Shaw, Suite 210
Fresno, CA 93711-3516

State Street Bank & Trust Co. 11.96%
Cust. for The IRA of
FBO Barbara A. Vestal
6943 Lake Drive, Apt. F
Dublin, CA 94568-3412

Donaldson Lufkin Jenrette 10.34%
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052

Sergey Tikhomirov 9.31%
c/o Gary Dunn CPA
1690 West Shaw, Suite 210
Fresno, CA 93711-3516

c/o Std. Commun. 8.02%
Ken Ungar
P.O. Box 92151
Los Angeles, CA 90009-2151

INTERNATIONAL EQUITY FUND - CLASS C SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

HighMark Capital Management 86.53%
445 S. Figueroa Street
Los Angeles, CA 90071-1602

SEI Investments 8.69%
SEED Account
530 E. Swedesford Road
Wayne, PA 19087-1607

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INTERNATIONAL EQUITY FUND - FIDUCIARY SHARES

NAME AND ADDRESS PERCENTAGE OF BENEFICIAL OWNERSHIP

UBOC Retirement Plan 59.49%
350 California Street
San Francisco, CA 94104

Nummi Hourly Retirement Plan 6.88%
Attn: Paige Kenisberg
45500 Fremont Blvd.
Fremont, CA 94538

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

The Equitable Life Assurance 5.88%
Society of the United States
1290 Avenue of the Americas
12th Floor
Attn: Rosemarie Shomstein
New York, NY 10104-0101

AXA Banque 8.02%
372 Rue Saint Honore
75040 Paris Cedex 01 France

Lane & Company 78.54%
c/o Union Bank of California
Attn: Kathleen Heilman
P. O. Box 85484
San Diego, CA 92186-5484

SMALL CAP VALUE FUND - CLASS A SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

State Street Bank & Trust 7.07%
Cust for the IRA of
Harold A. Hunter
480 Oak Grove Drive, Apt. 104
Santa Clara, CA 95054-3531

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Union Bank Cust. 24.59%
IRA of Robert S. Butler
Personalized IRA Rollover
650 Club View Drive
Los Angeles, CA 90024-2624

Barbara & Andrew Leigh Family 10.20%
Andrew M. Leigh
U/A 11/08/1994
15961 Royal Oak Road
Encino, CA 91436-3911

SMALL CAP VALUE FUND - CLASS B SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

BOTT Pension 28.15%
c/o Bank of Tokyo Trust Company
Attn: Dennis Demetropoulos
1251 Avenue of the Americas, Fl. 10
New York, NY 10020-1104

Donaldson Lufkin Jenrette 6.67%
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052

SMALL CAP VALUE FUND - CLASS C SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

Wexford Clearing Services Corp. F 80.53%
Sutro & Co., Inc. C/F
Ruth Matulavich
ROTH IRA DTD 12/02/99
3789 E. Edison Street
Tucson, AZ 85716-2900

HighMark Capital Management 16.89%
445 S. Figueroa Street
Los Angeles, CA 90071-1602

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SMALL CAP VALUE FUND - FIDUCIARY SHARES

NAME AND ADDRESS PERCENTAGE OF BENEFICIAL OWNERSHIP

UBOC Retirement Plan 85.03%
350 California Street
San Francisco, CA 94104

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

Lane & Company 95.25%
c/o Union Bank of CA
Attn: Kathleen Heilman
P.O. Box 85484
San Diego, CA 92186-5484

VALUE MOMENTUM FUND - CLASS C SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

Daniel C. Halsey 46.04%
40 Chappie Street, Apt. 1
Charlestown, MA 02129-1404

Donaldson Lufkin Jenrette 29.94%
Securities Corporation Inc.
P.O. Box 2052
Jersey City, NJ 07303-2052

First Union Securities, Inc. 16.70%
Jerry E. Gale
111 East Kilbourn Avenue
Milwaukee, WI 53202-6611

VALUE MOMENTUM FUND - FIDUCIARY SHARES

NAME AND ADDRESS PERCENTAGE OF BENEFICIAL OWNERSHIP

UBOC Retirement Plan 10.25%
350 California Street
San Francisco, CA 94104

UBOC 401(k) Plan 9.56%
350 California Street
San Francisco, CA 94104

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NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

Lane & Company 92.28%
c/o Union Bank of California
Attn: Kathleen Heilman
P.O. Box 85484
San Diego, CA 92186-5484

VALUE MOMENTUM FUND - CLASS I SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

Mellon Bank NA, Trustee for Dept. 70.46%
of Personnel Admin. of St. of CA
Attn: Wally Adebayo
135 Santilli Hwy.
Everett, MA 02149-1906

Mellon Bank NA, Trustee for Dept. of 29.54%
Personnel Admin. of St. of CA 401K
Attn: Wally Adebayo
135 Santilli Hwy.
Everett, MA 02149-1906

BOND FUND - CLASS A SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

Northwestern Trst. & Advisory Co. TTBE 6.17%
1201 3rd Ave., Suite 2010
Seattle, WA 98101-3026

Alice A. Swenning TTEE 5.76%
The Swenning Fam. Trust
U/A 9/23/91 1447 21st Ave.
Kingsburg, CA 93631-2027

BOND FUND - FIDUCIARY SHARES

NAME AND ADDRESS PERCENTAGE OF BENEFICIAL OWNERSHIP

BTM U.S. Agency Retirement Plan 5.61%
1251 Avenue of the Americas
New York, NY 10020

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NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

Lane & Company 60.60%
c/o Union Bank of California
Attn: Kathleen Heilman
P.O. Box 120109
San Diego, CA 92112-0109

BOTT Pension 33.45%
c/o Bank of Tokyo-Mitsubishi Trust Company
Attn: Dennis Demetropoulos
1251 Avenue of the Americas FL 10
New York, NY 10020-1104

CALIFORNIA INTERMEDIATE TAX-FREE BOND FUND - CLASS A SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

Charles Schwab & Co., Inc. 23.15%
FBO Exclusive Customers
101 Montgomery St.
San Francisco, CA 94104-4122

Kenneth E. Becker 7.52%
3384 Shady Springs Lake
Mountain View, CA 94040-4581

Marcelino Estrada Muniz TTEE 7.97%
Marcelino Estrada Muniz Living
TR of 1998 U/A 11/23/98
2840 D Street
Selma, CA 93662-2903

CALIFORNIA INTERMEDIATE TAX-FREE BOND FUND - CLASS B SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

Sugi Morimoto TTEE 78.64%
The Morimoto Family Trust
U/A 3/20/81
4410 Celeste Street
Santa Ana, CA 92703-1611

Susanna M. Fernandez 20.44%
1119 Gardner Blvd.
San Leondro, CA 94577-2539

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CALIFORNIA INTERMEDIATE TAX-FREE BOND FUND - FIDUCIARY SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

Lane & Company 100.00%
c/o Union Bank of California
Attn: Kathleen Heilman
P.O. Box 85484
San Diego, CA 92186-5484

INTERMEDIATE-TERM BOND FUND - CLASS A SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

National Financial Services Corp. 87.25%
for Exclusive Benefit of our Cust
P.O. Box 3908
Church Street Station
New York, NY 10008-3908

INTERMEDIATE-TERM BOND FUND - FIDUCIARY SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

Lane & Company 99.67%
c/o Union Bank of California
Attn: Kathleen Heilman
P.O. Box 85484
San Diego, CA 92186-5484

100% U.S. TREASURY MONEY MARKET FUND - CLASS A SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

National Financial Services Corp. 99.29%
For the Benefit of our Customers
Church Street Station
PO Box 3908
New York, NY 10008-3908

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100% U.S. TREASURY MONEY MARKET FUND - FIDUCIARY SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

Union Bank of California 91.36%
Lane & Co Cash
Attn: Fund Accounting
PO Box 85602
San Diego, CA 92186-5602

Lane & Company 8.22%
c/o Union Bank of CA
Attn: Kathleen Heilman
P.O. Box 85484
San Diego, CA 92186-5484

100% U.S. TREASURY MONEY MARKET FUND - CLASS S SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

National Financial Services Corp. 100.00%
for the Benefit of Our Customers
Church Street Station
P.O. Box 3752
New York, NY 10008-3752

CALIFORNIA TAX-FREE MONEY MARKET FUND - CLASS A SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

National Financial Services Corp 99.93%
For the Benefit of our Customers
Church Street Station
PO Box 3908
New York, NY 10008-3908

CALIFORNIA TAX-FREE MONEY MARKET FUND - FIDUCIARY SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

Union Bank of California 99.89%
Lane & Co Cash
Attn: Fund Accounting
PO Box 85602
San Diego, CA 92186-5602

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CALIFORNIA TAX-FREE MONEY MARKET FUND - CLASS S SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

National Financial Services Corp. 100.00%
For the Benefit of our Customers
Church Street Station
PO Box 3752
New York, NY 10008-3752

DIVERSIFIED MONEY MARKET FUND - CLASS A SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

National Financial Services Corp 97.07%
For the Benefit of our Customers
Church Street Station
PO Box 3908
New York, NY 10008-3908

DIVERSIFIED MONEY MARKET FUND - FIDUCIARY SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

Union Bank of California 83.76%
Lane & Co Cash
Attn: Fund Accounting
PO Box 85602
San Diego, CA 92186-5602

Lane & Company 15.12%
c/o Union Bank of California
Attn: Kathleen Heilman
PO Box 120109
San Diego, CA 92112-0109

DIVERSIFIED MONEY MARKET FUND - CLASS S SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

National Financial Services Corp. 100.00%
For the Benefit of our Customers
Church Street Station
PO Box 3752
New York, NY 10008-3752

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U.S. GOVERNMENT MONEY MARKET FUND - CLASS A SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

National Financial Services Corp 98.10%
For the Benefit of our Customers
Church Street Station
PO Box 3908
New York, NY 10008-3908

U.S. GOVERNMENT MONEY MARKET FUND - CLASS B SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

Lakeside Business Center 22.89%
Sole Proprietorship
Ronald E. Soderling
1400 N. Bristol Street Suite #150
Newport Beach, CA 97660-2957

Laguna Ridge Business Center 15.27%
Sole Proprietorship
Ronald E. Soderling
1400 N. Bristol St. Suite 150
Newport Beach, CA 92650-2957

Park Laguna Hills 15.26%
Sole Proprietorship
Ronald B. Soderling
1400 N. Bristol St. Suite 150
Newport Beach, CA 92660-2957

Robert D. Hidalgo Jr., MD 8.78%
Elsie R. Hidalgo
12332 Morningside Lane
Santa Ana, CA 92705-3376

Ken Ungar 8.03%
P.O. Box 92151
Los Angeles, CA 90009-2151

Sachiko Kuwada 7.76%
2 Commodore Dr., #386
Emeryville, CA 94608-1642

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U.S. GOVERNMENT MONEY MARKET FUND - FIDUCIARY SHARES

NAME AND ADDRESS PERCENTAGE OF BENEFICIAL OWNERSHIP

Watkins Johnson Company 9.02%
3333 Hillview Avenue
Palo Alto, CA 94304

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

Union Bank of California 97.25%
Lane & Co Cash
Attn: Fund Accounting
PO Box 85602
San Diego, CA 92186-5602

U.S. GOVERNMENT MONEY MARKET FUND - CLASS S SHARES

NAME AND ADDRESS PERCENTAGE OF OWNERSHIP OF RECORD

National Financial Services Corp. 100.00%
For the Benefit of our Customers
Church Street Station
PO Box 3752
New York, NY 10008-3752
</TABLE>

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APPENDIX

The nationally recognized statistical rating organizations
(individually, an "NRSRO") that may be utilized by the Funds with regard to
portfolio investments for the Funds include Moody's Investors Service, Inc.
("Moody's"), Standard & Poor's Corporation ("S&P"), Duff & Phelps, Inc.
("Duff"), Fitch IBCA, and Thomson BankWatch, Inc. ("Thomson"). Set forth below
is a description of the relevant ratings of each such NRSRO. The NRSROs that may
be utilized by the Funds and the description of each NRSRO's ratings is as of
the date of this Statement of Additional Information, and may subsequently
change. Long-Term Debt Ratings (may be assigned, for example, to corporate and
municipal bonds) Description of the five highest long-term debt ratings by
Moody's (Moody's applies numerical modifiers (1, 2, and 3) in each rating
category to indicate the security's ranking within the category):

Aaa Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risk appear somewhat larger than in Aaa securities.

A Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may be
present which suggest a susceptibility to impairment some time in the future.

Baa Bonds which are rated Baa are considered as medium-grade
obligations, (i.e., they are neither highly protected nor poorly secured).
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

Ba Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well-assured. Often the protection of
interest and principal payments may be very moderate, and thereby not well
safeguarded during both good and bad times in the future. Uncertainty of
position characterizes bonds in this class.

Description of the five highest long-term debt ratings by S&P (S&P may apply a
plus (+) or minus (-) to a particular rating classification to show relative
standing within that classification):

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AAA An obligation rated AAA has the highest rating assigned by S&P. The
obligor's capacity to meet its financial commitment on the obligation is
extremely strong.

AA An obligation rated AA differs from the highest-rated obligations
only in small degree. The obligor's capacity to meet its financial commitment on
the obligation is very strong.

A An obligation rated A is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than obligations in
higher-rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.

BBB An obligation rated BBB exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity of the obligor to meet its financial commitment
on the obligation.

Obligations rated BB, B, CCC, CC, and C are regarded as having significant
speculative characteristics. BB indicates the least degree of speculation and C
the highest. While such obligations will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major
exposures to adverse conditions.

BB An obligation rated BB is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to the
obligor's inadequate capacity to meet its financial commitment on the
obligation.

Description of the three highest long-term debt ratings by Duff:

AAA Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.

AA+ High credit quality. Protection factors are strong.
AA Risk is modest but may vary slightly from time to
AA- time because of economic conditions.
A+ Protection factors are average but adequate. However,
A risk factors are more variable and greater in periods
A- of economic stress.

Description of the three highest long-term debt ratings by Fitch IBCA (plus or
minus signs are used with a rating symbol to indicate the relative position of
the credit within the rating category):

AAA Obligations which have the highest rating assigned by Fitch IBCA.
Capacity for timely repayment principal and interest is extremely strong
relative to other obligors in the same country.

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AA Obligations for which capacity for timely repayment of principal and
interest is very strong relative to other obligors in the same country. The risk
attached to these obligations differs only slightly from the country's highest
rated debt.

A Obligations for which capacity for timely repayment of principal and
interest is strong relative to other obligors in the same country. However,
adverse changes in business, economic or financial conditions are more likely to
affect the capacity for timely repayment than for obligations in higher rated
categories.

SHORT-TERM DEBT RATINGS (may be assigned, for example, to commercial paper,
master demand notes, bank instruments, and letters of credit)

Moody's description of its three highest short-term debt ratings:

Prime-1 Issuers rated Prime-1 (or supporting institutions) have a
superior ability for repayment of senior short-term debt obligations. Prime-1
repayment ability will often be evidenced by many of the following
characteristics:

- Leading market positions in well-established industries.

- High rates of return on funds employed.

- Conservative capitalization structures with moderate
reliance on debt and ample asset protection.

- Broad margins in earnings coverage of fixed financial
charges and high internal cash generation.

- Well-established access to a range of financial markets and
assured sources of alternate liquidity.

Prime-2 Issuers rated Prime-2 (or supporting institutions) have a
strong ability for repayment of senior short-term debt obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

Prime-3 Issuers rated Prime-3 (or supporting institutions) have an
acceptable ability for repayment of senior short-term obligations. The effect of
industry characteristics and market compositions may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt protection measurements and may require relatively high financial leverage.
Adequate alternate liquidity is maintained.

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S&P's description of its three highest short-term debt ratings:

A-1 A short-term obligation rated A-1 is rated in the highest category
by S&P. The obligor's capacity to meet its financial commitment on the
obligation is strong. Within this category, certain obligations are designated
with a plus sign (+). This indicates that the obligor's capacity to meet its
financial commitment on these obligations is extremely strong.

A-2 A short-term obligation rated A-2 is somewhat more susceptible to
the adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to meet
its financial commitment on the obligation is satisfactory.

A-3 A short-term obligation rated A-3 exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.

Duff's description of its three highest short-term debt ratings (Duff
incorporates gradations of "1+" (one plus) and "1-" (one minus) to assist
investors in recognizing quality differences within the highest rating
category):

D-1+ Highest certainty of timely payment. Short-term liquidity,
including internal operating factors and/or access to alternative sources of
funds, is outstanding, and safety is just below risk-free U.S.
Treasury short-term obligations.

D-1 Very high certainty of timely payment. Liquidity factors are
excellent and supported by good fundamental protection factors. Risk factors are
minor.

D-1- High certainty of timely payment. Liquidity factors are strong and
supported by good fundamental protection factors. Risk factors are very small.

D-2 Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing funding needs may enlarge total
financing requirements, access to capital markets is good. Risk factors are
small.

D-3 Satisfactory liquidity and other protection factors qualify issues
as to investment grade. Risk factors are larger and subject to more variation.
Nevertheless, timely payment is expected.

Fitch IBCA's description of its three highest short-term debt ratings:

Fl Obligations assigned this rating have the highest capacity for
timely repayment under Fitch IBCA's national rating scale for that country,
relative to other obligations in the same

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country. Where issues possess a particularly strong credit feature, a "+" is
added to the assigned rating.

F2 Obligations supported by a strong capacity for timely repayment
relative to other obligors in the same country. However, the relative degree of
risk is slightly higher than for issues classified as 'Al' and capacity for
timely repayment may be susceptible to adverse changes in business, economic, or
financial conditions.

F3 Obligations supported by an adequate capacity for timely repayment
relative to other obligors in the same country. Such capacity is more
susceptible to adverse changes in business, economic, or financial conditions
than for obligations in higher categories.

SHORT-TERM LOAN/MUNICIPAL NOTE RATINGS

Moody's description of its two highest short-term loan/municipal note ratings:

MIG-1/VMIG-1 This designation denotes best quality. There is present
strong protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.

MIG-2/VMIG-2 This designation denotes high quality. Margins of
protection are ample although not so large as in the preceding group.

SHORT-TERM DEBT RATINGS

Thomson BankWatch, Inc. ("TBW") ratings are based upon a qualitative and
quantitative analysis of all segments of the organization including, where
applicable, holding company and operating subsidiaries.

BankWatch(TM) Ratings do not constitute a recommendation to buy or sell
securities of any of these companies. Further, BankWatch does not suggest
specific investment criteria for individual clients.

The TBW Short-Term Ratings apply to commercial paper, other senior short-term
obligations and deposit obligations of the entities to which the rating has been
assigned.

The TBW Short-Term Ratings apply only to unsecured instruments that have a
maturity of one year or less.

The TBW Short-Term Ratings specifically assess the likelihood of an untimely
payment of principal or interest.

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TBW-1 The highest category; indicates a very high likelihood that
principal and interest will be paid on a timely basis.

TBW-2 The second highest category; while the degree of safety regarding
timely repayment of principal and interest is strong, the relative degree of
safety is not as high as for issues rated "TBW-1".

TBW-3 The lowest investment-grade category; indicates that while the
obligation is more susceptible to adverse developments (both internal and
external) than those with higher ratings, capacity to service principal and
interest in a timely fashion is considered adequate.

TBW-4 The lowest rating category; this rating is regarded as
non-investment grade and therefore speculative.

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FINANCIAL STATEMENTS

The Independent Auditors' Report for HighMark Funds for the fiscal year
ended July 31, 1999, audited Financial Statements for HighMark Funds for the
fiscal year ended July 31, 1999, and unaudited Financial Statements for HighMark
Funds for the period ended January 31, 1999 will be incorporated by reference to
the Annual and Semi-Annual Reports of HighMark Funds, dated as of such dates,
which will be sent to shareholders of each Fund pursuant to the 1940 Act and
will be filed with the Securities and Exchange Commission, by subsequent
amendment prior to the effectiveness of this amendment to HighMark Funds'
registration statement. A copy of each such report may be obtained without
charge by contacting the Distributor, SEI Investments Distribution Co. at 1
Freedom Valley Drive, Oaks, Pennsylvania, 19456 or by telephoning toll-free at
1-800-734-2922.

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