Highmark Funds N-CSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number  811-05059

HighMark Funds

(Exact name of registrant as specified in charter)

350 California Street, Suite 1600

San Francisco, CA 94104

(Address of principal executive offices) (Zip code)

John M. Loder, Esq.

Ropes & Gray LLP

Three Embarcadero Center

San Francisco, CA 94111

 (Name and address of agent for service)

Registrant's telephone number, including area code: 1-800-582-4734

Date of fiscal year end: July 31, 2013

Date of reporting period:  July 31, 2013

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Reports to Stockholders.

The Report to Shareholders is attached herewith.

table of contents		This report and the financial statements contained herein are submitted for the general information of HighMark Funds’ shareholders. This report is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Shares of HighMark Funds are not deposits or obligations of, or guaranteed by, Union Bank, N.A. or any of its subsidiaries or affiliates. Such shares are also not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other agency. Investments in shares of mutual funds involve risk, including the possible loss of principal. HighMark Funds Distributors, LLC serves as Distributor for HighMark Funds and is not affiliated with the Adviser of HighMark Funds, HighMark Capital Management, Inc., or with Union Bank, N.A.
management’s discussion of fund performance
balanced fund	2
cognitive value fund	4
enhanced growth fund	6
equity income fund	8
geneva mid cap growth fund	10
geneva small cap growth fund	12
international opportunities fund	14
large cap core equity fund	16
large cap growth fund	18
nyse arca tech 100 index fund	20
small cap core fund	22
value fund	24
bond fund	26
california intermediate tax-free bond fund	28
national intermediate tax-free bond fund	30
short term bond fund	32
wisconsin tax-exempt fund	34
disclosure of fund expenses	36
schedules of investments	39
statements of assets and liabilities	88
statements of operations	100
statements of changes in net assets	106
financial highlights	122
notes to financial statements	131
report of independent registered public accounting firm	146
notice to shareholders	147
trustees and officers	148
board approval of the existing advisory and sub-advisory agreements	150
fund information	153
service providers & board of trustees	156

		balanced fund (unaudited) performance For the fiscal year ended July 31, 2013, HighMark Balanced Fund (the “Fund”) produced a total return of 8.60% (Class A Shares without load). In comparison, the Fund’s benchmarks, the unmanaged S&P 500 Index, the Barclays Capital U.S. Aggregate Bond Index, the unmanaged blended index of 60% S&P 500 Index and 40% Barclays Capital U.S. Aggregate Bond Index, returned 25.00%, -1.90% and 13.59%, respectively, for the same period. factors affecting performance A muted economic recovery continued during the Fund’s reporting period. Positive indicators such as record highs on the Dow Jones Industrial Average and S&P 500, recovering housing and manufacturing sectors and strong domestic energy production were tempered by correspondingly high unemployment that continued to weigh on GDP growth. Aggressive monetary actions by the U.S. Federal Reserve initially appeared to stabilize the U.S. economy and capital markets. Low interest rates and expanding central bank balance sheets around the world supported a move toward lower quality, higher risk stocks within the equity indices. The U.S. Federal Reserve left the federal funds rate, the rate banks charge to lend to each other, unchanged from its beginning level in the 0%-0.25% range. It said that it would remain at this level for as long as unemployment remains above 6.5% and inflation remains below 2.5%. However, confusion over when and how the Federal Reserve would end its policy of quantitative easing occurred toward the end of the Fund’s reporting period, leading to higher market volatility and record bond outflows. With this backdrop, the Fund’s fixed-income performance benefited from a higher yield than its benchmark. As rates increased, it also benefited from a moderately defensive duration position relative to its benchmark. Additionally, the Fund’s underweight in mortgage-backed securities relative to its benchmark benefited the portfolio as spreads widened and the duration of the benchmark increased. A significant overweight to corporate bonds, about twice the benchmark’s weight at the beginning of the period, proved beneficial as spreads tightened. Lastly, an overweight to the financial services sector benefited the Fund as spreads in this sector tightened the most. However, the Fund’s equity portion underperformed in the energy, health care, consumer discretionary, financials and information technology sectors. In the financials sector, the Fund’s underweight in large banks and its overweight in US Bancorp and American Tower (a REIT) detracted from performance. In the information technology sector, the Fund was negatively impacted by not owning Cisco, Microsoft and Google, which performed strongly, as well as holdings in Broadcom and EMC, both of which underperformed. Ecolab was a positive contributor, and the Fund benefited from an underweight to the telecom services and utilities sectors. Unfortunately, this was not enough to overcome negative aspects of the Fund’s performance, and it underperformed its blended benchmark for the reporting period.
top ten holdings
	% of
Company*	Portfolio
U.S. Treasury Note
0.500%, 06/15/16	4.0%
Wells Fargo	3.0
Danaher	2.6
Ecolab	2.4
U.S. Treasury Note
1.375%, 05/31/20	2.4
US Bancorp	2.0
Praxair	1.8
Analog Devices	1.6
EMC	1.5
Johnson & Johnson	1.5
fund sectors
	% of
Sector	Portfolio
Financials	15.2%
Industrial	10.9
Information Technology	10.4
U.S. Treasury Obligation	9.9
Health Care	9.4
Repurchase Agreement	8.6
Consumer Discretionary	7.3
Consumer Staples	6.6
Energy	6.6
Materials	5.2
U.S. Government Agency
Mortgage-Backed Obligations	3.4
Asset-Backed Securities	3.0
Mortgage-Backed Securities	1.1
Taxable Municipal Bonds	0.9
Telecommunication Services	0.6
Utilities	0.6
U.S. Government Agency
Obligation	0.3
*  Excludes short-term securities.
Current and future portfolio holdings are subject to change and risk.

2 HighMark®Funds

highmark balanced fund investment objective
HighMark Balanced Fund seeks capital appreciation and income; conservation of capital is a secondary consideration.	portfolio	portfolio	portfolio	portfolio
	manager	manager	manager	manager
	Ken Wemer (1)	Derek Izuel (1)	Jack Montgomery (1)	David Wines (1)
	HighMark Capital	HighMark Capital	HighMark Capital	HighMark Capital
	Management, Inc.	Management, Inc.	Management, Inc.	Management, Inc.

Comparison of Change in the Value of a $10,000 Investment in HighMark Balanced Fund versus the S&P 500 Index, the Barclays Capital U.S. Aggregate Bond Index, an unmanaged blended index of 60% S&P 500 Index and 40% Barclays Capital U.S. Aggregate Bond Index and the Morningstar Moderate Allocation Category.

		Annualized	Annualized	Annualized	Gross	Net
	One Year	3 Year	5 Year	10 Year	Expense	Expense
	Return	Return	Return	Return	Ratio‡	Ratio‡
Fiduciary Shares	8.91%	10.60%	6.93%	5.96%	1.63%	0.99%
Class A Shares	8.60%	10.33%	6.65%	5.69%	1.88%	1.24%
Class A Shares w/load*	2.63%	8.27%	5.45%	5.10%	1.88%	1.24%
Class B Shares	7.92%	9.64%	6.00%	5.04%	2.38%	1.84%
Class B Shares w/load**	2.92%	8.80%	5.68%	5.04%	2.38%	1.84%
Class C Shares	8.03%	9.69%	6.03%	5.04%	2.38%	1.84%
Class C Shares w/load***	7.03%	9.69%	6.03%	5.04%	2.38%	1.84%
S&P 500 Index	25.00%	17.74%	8.26%	7.64%	—	—
Barclays Capital U.S. Aggregate Bond Index	-1.90%	3.19%	5.23%	4.89%	—	—
Blend of 60% S&P 500 Index and
40% Barclays Capital U.S. Aggregate Bond Index	13.59%	11.98%	7.49%	6.83%	—	—

Past performance is not predictive of future results. Returns shown in the graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The returns for certain periods reflect fee waivers and/or reimbursements in effect for that period; absent fee waivers and reimbursements, performance would have been lower. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted. For month-end performance data please call 1-800-582-4734 or visit our website at www.highmarkcapital.com.

‡   Per prospectus. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report. The Fund’s Adviser has contractually agreed to waive fees and reimburse expenses in order to keep total operating expenses for all share classes from exceeding the net expense ratios listed in the prospectus, for the period beginning December 1, 2012 and ending on November 30, 2013. The Adviser may recoup from the Fund any of the fees and expenses it has waived and/or reimbursed until the end of the third fiscal year after the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations. This recoupment could reduce the Fund’s future total return.

*   Reflects 5.50% front-end sales charge.

**   Reflects maximum CDSC of 5.00%.

***   Reflects maximum CDSC of 1.00%.

(1)   Mr. Wemer and Mr. Izuel manage the equity portion of the Fund’s portfolio; Mr. Montgomery and Mr. Wines are responsible for the management of the fixed-income portion of the Fund’s portfolio.

HighMark® Funds 3

		cognitive value fund (unaudited) performance For the fiscal year ended July 31, 2013, HighMark Cognitive Value Fund (the “Fund”) produced a total return of 31.48% (Class A Shares without load). In comparison, the Fund’s benchmark, the unmanaged S&P SmallCap 600/Citigroup Value Index returned 37.37% for the same period. factors affecting performance The Fund uses its proprietary Behavioral Ranking Model (BRM) (a composite of the Fund’s factor signals) to help make stock selection decisions. The BRM had generally good results for the reporting period. Six of the BRM’s eight component factors outperformed the Fund’s benchmark. The best performing factors were expectations based, though analyst herding bias also did very well. Unfortunately, the Fund’s good BRM results did not translate into outperformance versus its benchmark. The Fund has recently been experiencing the longest period of negative stock selection bias in its twelve year history. The Fund ranks over 2,500 stocks daily and selects from the top quintile (top 20%) of over 500 names the subset of stocks (currently around 100) that the Fund will actually hold. There will always be periods where the performance of the selected stocks exceeds or trails that of the entire top quintile. With the recent underperformance, the Fund’s portfolio management has been analyzing the results to determine if there are improvements that can be made to the Fund’s investment process. The Fund’s different economic sub-sector weightings versus its benchmark also contributed to the shortfall in performance. The Fund is no longer neutralizing economic sub-sector weights relative to a composite of small value mutual fund competitors. It believes that on the margin, the risk control gained by neutralizing sub-sector weights is more than offset by the potential performance lost by not holding greater percentage weights in the highest scoring BRM stocks, regardless of sector. This does not mean that sub-sector weights are being ignored entirely, only that there is now greater flexibility to overweight better scoring stocks in attractive sub-sectors. Finally, the Fund’s micro-cap stock selection was a positive contributor to performance, as these stocks greatly outperformed the Fund’s small cap stocks. However, in a period in which micro-cap stocks generally outperformed small cap stocks, only about 16% of the Fund was invested in micro-cap stocks, and this lower weighting in micro-cap stocks detracted from the Fund’s performance.
top ten holdings
	% of
Company*	Portfolio
Renewable Energy Group	3.0%
FutureFuel	2.9
Vishay Intertechnology	2.8
Marriott Vacations Worldwide	2.8
Geo Group	2.7
Trinity Industries	2.6
Synaptics	2.5
Alliant Techsystems	2.3
Lindsay	2.3
AOL	2.2
fund sectors
	% of
Sector	Portfolio
Financials	26.6%
Industrial	20.9
Consumer Discretionary	12.2
Information Technology	11.3
Energy	6.7
Materials	5.9
Health Care	4.5
Utilities	4.5
Registered Investment Companies	2.4
Telecommunication Services	2.0
Repurchase Agreement	1.7
Consumer Staples	1.3
*  Excludes short-term securities.
Current and future portfolio holdings are subject to change and risk.

4 HighMark®Funds

highmark cognitive value fund investment objective
	lead portfolio manager
HighMark Cognitive Value Fund seeks long-term capital appreciation.	Thomas Mudge Bailard, Inc.

Comparison of Change in the Value of a $10,000 Investment in HighMark Cognitive Value Fund versus the S&P SmallCap 600/Citigroup Value Index and the Morningstar Small Value Category.

		Annualized	Annualized	Annualized	Gross	Net
	One Year	3 Year	5 Year	10 Year	Expense	Expense
	Return	Return	Return	Return	Ratio‡	Ratio‡
Fiduciary Shares	31.93%	18.16%	9.06%	9.29%†	1.36%	1.23%
Class A Shares	31.48%	17.80%	8.69%	8.95%†	1.61%	1.48%
Class A Shares w/load*	24.23%	15.58%	7.47%	8.33%†	1.61%	1.48%
Class C Shares	30.67%	17.13%	8.05%	8.31%†	2.11%	2.08%
Class C Shares w/load**	29.67%	17.13%	8.05%	8.31%†	2.11%	2.08%
Class M Shares	31.94%	18.28%	9.16%	9.40%	1.11%	1.08%
S&P Small Cap 600/Citigroup Value Index	37.37%	19.76%	10.64%	10.56%	—	—

Past performance is not predictive of future results. Returns shown in the graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The returns for certain periods reflect fee waivers and/or reimbursements in effect for that period; absent fee waivers and reimbursements, performance would have been lower. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted. For month-end performance data please call 1-800-582-4734 or visit our website at www.highmarkcapital.com.

†   The performance presented links the performance of Class M Shares from ten years ago with the performance of Class A and Class C Shares on April 3, 2006 and Fiduciary Shares on July 3, 2006. Class M Share performance has been adjusted to reflect higher expenses applicable to these Classes. Without those adjustments, performance would be higher than that shown.

‡   Per prospectus. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report. The Fund’s Adviser has contractually agreed to waive fees and reimburse expenses in order to keep total operating expenses for all share classes from exceeding the net expense ratios listed in the prospectus, for the period beginning December 1, 2012 and ending on November 30, 2013. The Adviser may recoup from the Fund any of the fees and expenses it has waived and/or reimbursed until the end of the third fiscal year after the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations. This recoupment could reduce the Fund’s future total return.

*   Reflects 5.50% front-end sales charge.

**   Reflects maximum CDSC of 1.00%.

HighMark® Funds 5

		enhanced growth fund (unaudited) performance For the fiscal year ended July 31, 2013, HighMark Enhanced Growth Fund (the “Fund”) produced a total return of 16.87% (Class A Shares without load). In comparison, the Fund’s benchmarks, the NASDAQ 100 index and the S&P North American Technology Sector Index, returned 18.70% and 19.73% respectively for the same period. factors affecting performance The U.S. equity markets generally experienced significant upward momentum during the Fund’s reporting period, with markedly lower volatility than prior periods. Barring a small market correction in the fourth quarter of 2012, the equity markets have moved sharply higher through July 31, 2013. Much of this upward move has been attributed to the Fed’s quantitative easing policies which many believe have boosted markets. While the Fed’s quantitative easing has certainly been a contributing factor in higher returns and reduced volatility, the Fund’s investments have also benefited from some underlying strength in the information technology and biotechnology sectors of the stock market. During the Fund’s reporting period, the Fund focused on certain sub-sectors, particularly on the information technology sector. The Fund also invested in the healthcare sector, focusing on biotech, medical devices and pharmaceutical companies. In addition, the Fund held small positions in the consumer discretionary sector. The Fund’s exposure to the health care sector provided a positive contribution to its performance. Much of the gain in this top performing sector was the result of very strong returns in the biotechnology sub-sector. Information technology stocks lagged other economic sectors over this time period, but still registered very handsome absolute returns. Internet software & services, semiconductors, services data processing and technology distribution were positive contributors to performance, while the computer hardware industry group was the biggest detractor from returns.
top ten holdings
	% of
Company*	Portfolio
Apple	6.7%
Google, Cl A	5.0
Qualcomm	3.8
Microsoft	3.5
Cisco Systems	3.1
International Business Machines	2.8
Oracle	2.6
eBay	2.4
Symantec	2.1
EMC	2.1
fund sectors
	% of
Sector	Portfolio
Information Technology	82.7%
Health Care	7.8
Consumer Discretionary	5.3
Repurchase Agreement	4.2
*  Excludes short-term securities.
Current and future portfolio holdings are subject to change and risk.

6 HighMark®Funds

highmark enhanced growth fund investment objective
	portfolio manager
HighMark Enhanced Growth Fund seeks long-term capital appreciation.	Sonya Thadhani Bailard, Inc.

Comparison of Change in the Value of a $10,000 Investment in HighMark Enhanced Growth Fund versus the NASDAQ 100 Index, the S&P North American Technology Sector Index and the Morningstar Specialty-Technology Category.

		Annualized	Annualized	Annualized	Gross	Net
	One Year	3 Year	5 Year	10 Year	Expense	Expense
	Return	Return	Return	Return	Ratio‡	Ratio‡
Fiduciary Shares	17.24%	14.66%	8.45%	6.88%†	1.35%	1.20%
Class A Shares	16.87%	14.29%	8.06%	6.47%†	1.60%	1.45%
Class A Shares w/load*	10.47%	12.14%	6.85%	5.88%†	1.60%	1.45%
Class C Shares	16.14%	13.57%	7.38%	5.89%†	2.10%	2.05%
Class C Shares w/load**	15.14%	13.57%	7.38%	5.89%†	2.10%	2.05%
Class M Shares	17.30%	14.75%	8.47%	6.94%	1.10%	1.05%
NASDAQ 100 Index	18.70%	19.69%	11.87%	9.98%	—	—

Past performance is not predictive of future results. Returns shown in the graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The returns for certain periods reflect fee waivers and/or reimbursements in effect for that period; absent fee waivers and reimbursements, performance would have been lower. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted. For month-end performance data please call 1-800-582-4734 or visit our website at www.highmarkcapital.com.

†   The performance presented links the performance of Class M Shares from ten years ago with the performance of Class A and Class C Shares on April 3, 2006 and Fiduciary Shares on September 26, 2007. Class M Share performance has been adjusted to reflect higher expenses applicable to these Classes. Without those adjustments, performance would be higher than that shown.

‡   Per prospectus. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report. The Fund’s Adviser has contractually agreed to waive fees and reimburse expenses in order to keep total operating expenses for all share classes from exceeding the net expense ratios listed in the prospectus, for the period beginning December 1, 2012 and ending on November 30, 2013. The Adviser may recoup from the Fund any of the fees and expenses it has waived and/or reimbursed until the end of the third fiscal year after the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations. This recoupment could reduce the Fund’s future total return.

*   Reflects 5.50% front-end sales charge.

**   Reflects maximum CDSC of 1.00%.

HighMark® Funds 7

		equity income fund (unaudited) performance For the fiscal year ended July 31, 2013, HighMark Equity Income Fund (the “Fund”) produced a total return of 21.57% (Class A Shares without load). In comparison, the Fund’s benchmark, the unmanaged Russell 1000 Value Index, returned 30.73% for the same period. factors affecting performance A muted economic recovery continued during the Fund’s reporting period. Positive indicators such as record highs on the Dow Jones Industrial Average and S&P 500, recovering housing and manufacturing sectors and strong domestic energy production were tempered by correspondingly high unemployment that continued to weigh on GDP growth. Aggressive monetary actions by the U.S. Federal Reserve initially appeared to stabilize the U.S. economy and capital markets. Low interest rates and expanding central bank balance sheets around the world supported a move toward lower quality, higher risk stocks within the equity indices. The U.S. Federal Reserve left the federal funds rate, the rate banks charge to lend to each other, unchanged from its beginning level in the 0%-0.25% range. It said that it would remain at this level for as long as unemployment remains above 6.5% and inflation remains below 2.5%. However, confusion over when and how the Federal Reserve would end its policy of quantitative easing occurred towards the end of the Fund’s reporting period, leading to higher market volatility and record bond outflows. Although the equity market performance was strong over the course of the Fund’s reporting period, dividend paying stocks underperformed in the first half of the Fund’s reporting period, as investors worried over the expiration of the “Bush tax cuts” and its implication for the future treatment of dividends. This underperformance of dividend paying stocks was the primary reason for the Fund’s performance shortfall relative to the benchmark. A positive contributor to portfolio performance was a 5.3% allocation to several aerospace and defense stocks. These stocks were discounted by investors over concerns surrounding budget cuts, but their earnings exceeded expectations and the stocks performed well: Lockheed Martin increased 41%, Northrop Grumman advanced 43.7% and Boeing returned 45.6% during the Fund’s reporting period. The Fund was overweighted to financial stocks, the second-best performing sector. However, stock selection within the sector was also responsible for a significant amount of the performance shortfall. The Fund was underweighted to stocks in the diversified financial services industry relative to its benchmark and the lack of exposure to Citigroup (+92.4%) and Bank of America (+99.7%), two high beta stocks with low-yield, hurt relative performance. The Fund’s underweightings to the relatively poor performing materials and energy sectors positively contributed to performance. However, higher allocations to the telecommunications and utilities sectors detracted from performance. The Fund was unable to overcome these drags on performance and underperformed its benchmark for the reporting period.
top ten holdings
	% of
Company*	Portfolio
Chevron	4.5%
ExxonMobil	4.2
JPMorgan Chase	3.8
Johnson & Johnson	3.8
Pfizer	3.4
Wells Fargo	3.3
General Electric	2.8
ConocoPhillips	2.7
Allstate	2.5
US Bancorp	2.1
fund sectors
	% of
Sector	Portfolio
Financials	30.9%
Industrial	12.7
Energy	12.6
Health Care	11.9
Utilities	7.3
Consumer Discretionary	6.9
Information Technology	5.9
Consumer Staples	5.0
Telecommunication Services	3.5
Registered Investment Companies	1.9
Materials	1.4
*  Excludes short-term securities.
Current and future portfolio holdings are subject to change and risk.

8 HighMark®Funds

highmark enhanced growth fund investment objective
	lead portfolio manager	portfolio manager
HighMark Equity Income Fund seeks total return from income and capital appreciation.	Donald Nesbitt	Mikhail Alkhazov
	Ziegler Lotsoff Capital  Management, LLC	Ziegler Lotsoff Capital Management, LLC

Comparison of Change in the Value of a $10,000 Investment in HighMark Equity Income Fund versus the Russell 1000 Value Index and the Morningstar Large Value Category.

		Annualized	Annualized	Annualized	Gross	Net
	One Year	3 Year	5 Year	Since	Expense	Expense
	Return	Return	Return	Inception	Ratio‡	Ratio‡
Fiduciary Shares	21.80%	18.56%	8.43%†	5.76%†	1.65%	0.90%
Class A Shares	21.57%	18.17%	8.31%	5.70%	1.90%	1.15%
Class A Shares w/load*	14.88%	15.96%	7.09%	4.99%	1.90%	1.15%
Class B Shares	20.72%	17.44%	7.64%	4.97%	2.40%	1.75%
Class B Shares w/load**	15.72%	16.71%	7.34%	4.97%	2.40%	1.75%
Class C Shares	20.79%	17.46%	7.63%	5.11%	2.40%	1.75%
Class C Shares w/load***	19.79%	17.46%	7.63%	5.11%	2.40%	1.75%
Russell 1000 Value Index	30.73%	18.00%	7.88%	6.18%	—	—

Past performance is not predictive of future results. Returns shown in the graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The returns for certain periods reflect fee waivers and/or reimbursements in effect for that period; absent fee waivers and reimbursements, performance would have been lower. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted. For month-end performance data please call 1-800-582-4734 or visit our website at www.highmarkcapital.com.

†   The performance presented links the performance of Class A Shares from April 1, 2005 with the performance of Fiduciary Shares on July 24, 2009. Class A Share performance has not been adjusted to reflect expenses applicable to Fiduciary Shares; with those adjustments, performance would be higher than that shown.

‡   Per prospectus. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report. The Fund’s Adviser has contractually agreed to waive fees and reimburse expenses in order to keep total operating expenses for all share classes from exceeding the net expense ratios listed in the prospectus, for the period beginning December 1, 2012 and ending on November 30, 2013. The Adviser may recoup from the Fund any of the fees and expenses it has waived and/or reimbursed until the end of the third fiscal year after the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations. This recoupment could reduce the Fund’s future total return.

*   Reflects 5.50% front-end sales charge.

**   Reflects maximum CDSC of 5.00%.

***   Reflects maximum CDSC of 1.00%.

HighMark® Funds 9

		geneva mid cap growth fund (unaudited) performance For the fiscal year ended July 31, 2013, HighMark Geneva Mid Cap Growth Fund (the “Fund”) produced a total return of 22.96% (Class A Shares without load). In comparison, the Fund’s benchmark, the unmanaged Russell Mid Cap Growth index, returned 30.69% for the same period. factors affecting performance A muted economic recovery continued during the Fund’s reporting period. Positive indicators such as record highs on the Dow Jones Industrial Average and S&P 500, recovering housing and manufacturing sectors and strong domestic energy production were tempered by correspondingly high unemployment that continued to weigh on GDP growth. Aggressive monetary actions by the U.S. Federal Reserve appear to have stabilized the U.S. economy and capital markets. Low interest rates and expanding central bank balance sheets around the world supported a move toward lower quality, more speculative stocks within the equity indices. The sectors that contributed to the Fund’s relative performance were an overweight to the industrials sector and an equal weight to the financials sectors. Specific stocks that performed well included Ametek Inc. in the industrials sector and Affiliated Managers Group in the financials sector. LKQ Corp, O’Reilly Automotive and Polaris Industries also were the leading contributors to Fund performance. However, an underweight position in the consumer discretionary sector detracted from relative performance, as the sector performed well during the Fund’s reporting period. Specific stocks that detracted from performance included Edwards Lifesciences Corp. in the health care sector and Teradata Corp. and F5 Networks in the information technology sector. Unfortunately, the Fund was unable to outperform in this speculative environment, thus underperforming its benchmark for the reporting period.
top ten holdings
	% of
Company*	Portfolio
Tractor Supply	2.8%
LKQ	2.6
O’Reilly Automotive	2.5
Polaris Industries	2.3
Cerner	2.3
Chart Industries	2.3
Wabtec	2.1
Amphenol, Cl A	2.1
Affiliated Managers Group	2.1
Panera Bread, Cl A	2.1
fund sectors
	% of
Sector	Portfolio
Industrial	21.8%
Consumer Discretionary	21.7
Information Technology	19.6
Health Care	14.2
Financials	8.8
Energy	7.1
Consumer Staples	3.8
Registered Investment Company	1.8
Materials	1.2
*  Excludes short-term securities.
Current and future portfolio holdings are subject to change and risk.

10 HighMark®Funds

highmark geneva mid cap growth fund investment objective
HighMark Geneva Mid Cap Growth Fund seeks long-term capital appreciation.	co-portfolio manager Amy S. Croen Geneva Capital Management Ltd.	co-portfolio manager William A. Priebe Geneva Capital Management Ltd.	co-portfolio manager Michelle J. Picard Geneva Capital Management Ltd.	co-portfolio manager W. Scott Priebe Geneva Capital Management Ltd.

Comparison of Change in the Value of a $10,000 Investment in HighMark Geneva Mid Cap Growth Fund versus the Russell Midcap Growth Index and Morningstar Midcap Growth Category.

		Annualized	Annualized	Annualized	Gross	Net
	One Year	3 Year	5 Year	10 Year	Expense	Expense
	Return	Return	Return	Return	Ratio‡	Ratio‡
Fiduciary Shares	23.28%	17.98%	10.29%†	10.50%†	1.26%	1.13%
Class A Shares	22.96%	17.66%	10.04%	10.38%	1.51%	1.38%
Class A Shares w/load*	16.22%	15.47%	8.81%	9.76%	1.51%	1.38%
Class B Shares	22.25%	16.97%	9.36%	9.62%	2.01%	1.98%
Class B Shares w/load**	17.25%	16.23%	9.08%	9.62%	2.01%	1.98%
Class C Shares	22.26%	16.97%	9.37%	9.62%	2.01%	1.98%
Class C Shares w/load***	21.26%	16.97%	9.37%	9.62%	2.01%	1.98%
Russell Mid Cap Growth Index	30.69%	19.28%	9.76%	10.22%	—	—

Past performance is not predictive of future results. Returns shown in the graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The returns for certain periods reflect fee waivers and/or reimbursements in effect for that period; absent fee waivers and reimbursements, performance would have been lower. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted. For month-end performance data please call 1-800-582-4734 or visit our website at www.highmarkcapital.com.

†   The performance presented links the performance of Class A Shares from ten years ago with the performance of Fiduciary Shares on June 26, 2009. Class A Share performance has not been adjusted to reflect expenses applicable to Fiduciary Shares; with those adjustments, performance would be higher than that shown.

‡   Per prospectus. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report. The Fund’s Adviser has contractually agreed to waive fees and reimburse expenses in order to keep total operating expenses for all share classes from exceeding the net expense ratios listed in the prospectus, for the period beginning December 1, 2012 and ending on November 30, 2013. The Adviser may recoup from the Fund any of the fees and expenses it has waived and/or reimbursed until the end of the third fiscal year after the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations. This recoupment could reduce the Fund’s future total return.

*   Reflects 5.50% front-end sales charge.

**   Reflects maximum CDSC of 5.00%.

***   Reflects maximum CDSC of 1.00%.

HighMark® Funds 11

		geneva small cap growth fund (unaudited) performance For the fiscal year ended July 31, 2013, HighMark Geneva Small Cap Growth Fund (the “Fund”) produced a total return of 33.86% (Class A Shares without load). In comparison, the Fund’s benchmark, the unmanaged Russell 2000 Growth Index, returned 35.39% for the same period. factors affecting performance A muted economic recovery continued during the Fund’s reporting period. Positive indicators such as record highs on the Dow Jones Industrial Average and S&P 500, recovering housing and manufacturing sectors and strong domestic energy production were tempered by correspondingly high unemployment that continued to weigh on GDP growth. Aggressive monetary actions by the U.S. Federal Reserve appear to have stabilized the U.S. economy and capital markets. Low interest rates and expanding central bank balance sheets around the world supported a move toward lower quality, more speculative stocks within the equity indices. The sectors that contributed to Fund relative performance were an overweight to the energy sector and an equal weight to the health care sector. Specific stocks that performed well included Gulfport Energy Corp. in the energy sector and Medidata Solutions in the health care sector. Tyler Technologies and Interactive Intelligence in the information technology sector were also top contributors to Fund performance. However, an underweight position in consumer discretionary sector detracted from relative performance, as consumer discretionary performed well during the Fund’s reporting period. Specific stocks that detracted from performance included HMS Holdings Corp. in the health care sector, Liquidity Services Inc. in the information technology sector and Vitamin Shoppe Inc. in the consumer discretionary sector. Unfortunately, the Fund was unable to overcome these drags on performance, and it underperformed its benchmark for the reporting period.
top ten holdings
	% of
Company*	Portfolio
Medidata Solutions	3.5%
Tyler Technologies	3.1
Cantel Medical	2.7
MWI Veterinary Supply	2.7
Ultimate Software Group	2.6
PAREXEL International	2.6
Middleby	2.5
Chart Industries	2.5
MarketAxess Holdings	2.4
Acuity Brands	2.4
fund sectors
	% of
Sector	Portfolio
Industrial	24.7%
Health Care	18.4
Information Technology	17.0
Consumer Discretionary	12.5
Energy	8.4
Financials	7.9
Registered Investment Company	4.1
Materials	3.5
Consumer Staples	3.5
*  Excludes short-term securities.
Current and future portfolio holdings are subject to change and risk.

12 HighMark®Funds

highmark geneva small cap growth fund investment objective
HighMark Geneva small Cap Growth Fund seeks long-term capital appreciation.	co-portfolio manager Amy S. Croen Geneva Capital Management Ltd.	co-portfolio manager William A. Priebe Geneva Capital Management Ltd.	co-portfolio manager Michelle J. Picard Geneva Capital Management Ltd.	co-portfolio manager W. Scott Priebe Geneva Capital Management Ltd.

Comparison of Change in the Value of a $10,000 Investment in HighMark Geneva Mid Cap Growth Fund versus the Russell Midcap Growth Index and Morningstar Midcap Growth Category.

		Annualized	Annualized	Gross	Net
	One Year	3 Year	Since	Expense	Expense
	Return	Return	Inception†	Ratio‡	Ratio‡
Fiduciary Shares	34.18%	22.75%	21.82%	1.82%	1.37%
Class A Shares	33.86%	22.41%	21.50%	2.07%	1.62%
Class A Shares w/load*	26.51%	20.13%	19.86%	2.07%	1.62%
Class C Shares	33.08%	21.71%	20.80%	2.57%	2.22%
Class C Shares w/load**	32.08%	21.71%	20.80%	2.57%	2.22%
Russell 2000 Growth Index	35.39%	20.32%	20.09%	—	—

Past performance is not predictive of future results. Returns shown in the graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The returns for certain periods reflect fee waivers and/or reimbursements in effect for that period; absent fee waivers and reimbursements, performance would have been lower. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted. For month-end performance data please call 1-800-582-4734 or visit our website at www.highmarkcapital.com.

In addition to the normal risks associated with equity investing, investing in small cap companies may involve additional risk because, as small cap companies are frequently in the early stages of growth, their stocks tend to fluctuate in value.

†   Commenced investment operations on June 12, 2009.

‡   Per prospectus. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report. The Fund’s Adviser has contractually agreed to waive fees and reimburse expenses in order to keep total operating expenses for all share classes from exceeding the net expense ratios listed in the prospectus, for the period beginning December 1, 2012 and ending on November 30, 2013. The Adviser may recoup from the Fund any of the fees and expenses it has waived and/or reimbursed until the end of the third fiscal year after the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations. This recoupment could reduce the Fund’s future total return.

*   Reflects 5.50% front-end sales charge.

**   Reflects maximum CDSC of 1.00%.

HighMark® Funds 13

		international opportunities fund (unaudited) performance For the fiscal year ended July 31, 2013, HighMark International Opportunities Fund (the “Fund”) produced a total return of 20.04% (Class A shares without load). In comparison, the Fund’s benchmarks, the unmanaged MSCI All-Country World ex-U.S. Index Gross (“ACWI ex-U.S.”), and the unmanaged MSCI EAFE Index Net (“EAFE”), returned 17.47% and 23.48% respectively for the same period. factors affecting performance For the world’s developed markets, particularly Eurozone members and Japan, the past twelve months brought remarkable stock price advances. For the emerging markets as measured by the MSCI Emerging Markets Index Gross, however, returns were feeble — trailing the developed market’s EAFE in ten of the twelve months and ending with a gain of just 2.20%. This wide divergence of over 21% reflected investors’ shifting concerns, from dread over Europe’s debts to gloom over emerging markets’ growth prospects. A year ago, the European financial crisis topped the list of investor anxieties. Bond yields in Spain and Italy were approaching unsustainable levels, the euro was rapidly losing value, and the very future of the monetary union was in doubt. This all changed last summer when European Central Bank (“ECB”) President Mario Draghi vowed to do whatever it takes to preserve the euro and declared the bank ready to purchase member nations’ government bonds if need be. Sentiment toward the region improved dramatically, the euro strengthened, and yields fell — all without the ECB pledges being put to the test. Relief was felt across the continent: the ten best-performing ACWI ex-U.S. markets (as measured by each country or geographic region’s respective MSCI index given in U.S. dollar terms, net dividends) were all in Western Europe, with troubled Greece in first place thanks to a 50% rise. Japan also experienced a tectonic shift in sentiment with the election of a new government late last year under Prime Minister Shinzo Abe. Under his leadership, Japan adopted a new expansionary monetary policy that specifically targeted higher inflation and a weaker currency. The asset purchase program announced by the Bank of Japan was even larger as a share of GDP than the U.S. Federal Reserve’s quantitative easing (“QE”) policy. Over the reporting period, Japan’s currency duly weakened, from 78 to 98 yen per U.S. dollar, while its stock market rose 58% in local terms and 26% in U.S. dollar terms, led by exporters standing to gain in competitiveness. For emerging markets, the long-standing fear of slower growth in China was realized as the country’s economic indicators softened and the new leadership targeted a leisurely (for China) GDP growth rate of 7.5%. At the same time, the government took measures to curb loan growth as it attempted to come to grips with mounting internal debts. The prospect of reduced demand from China was a drag on resource producers globally, affecting exchange rates and asset prices from Australia to South Africa to Brazil. Unfortunately, resource importers such as India and Turkey fared little better, as concerns over the U.S. Federal Reserve tapering off its QE efforts caused capital to flee from those markets most in need of outside capital to fund their current account deficits. The Fund outperformed its ACWI ex-U.S. benchmark over the period. Although country allocation was a net positive, stock selection contributed the majority of added value. Country choices met with mixed results among developed markets. The Fund’s underweight in Japan and the rebounding PIGS markets (Portugal, Italy, Greece and Spain) detracted from its returns. However, in a positive contribution to performance, the Fund’s overall Eurozone exposure rose from a significant underweight to an overweight, including overweight exposures in robust performing countries, such as the Netherlands, Germany, and Belgium. The Fund’s zero weighting in Canada was the single most beneficial country decision. The Fund’s performance also benefited from its underweights in South Africa, Brazil, Korea and China. Stock selection enjoyed significant outperformance across developed Europe while providing no benefit on balance in the emerging markets. Several European markets (the U.K., Germany, Denmark, and France) were notable sources of added value, as was Brazil, while Hong Kong, emerging Asia, and Eastern Europe were weak spots.
top ten holdings
	% of
Company*	Portfolio
Sumitomo Mitsui Financial Group	2.4%
Roche Holding	2.3
Market Vectors Russia	1.8
Aeon	1.3
Bayer	1.2
KDDI	1.2
AMEC	1.1
Unilever	1.1
Ageas	1.1
Swiss Re	1.1
fund sectors
	% of
Sector	Portfolio
Financials	25.7%
Consumer Discretionary	14.7
Industrial	13.8
Health Care	9.4
Materials	7.9
Consumer Staples	7.6
Registered Investment Company	5.3
Telecommunication Services	4.4
Energy	4.2
Information Technology	4.2
Utilities	2.8
*  Excludes short-term securities.
Current and future portfolio holdings are subject to change and risk.

14 HighMark®Funds

highmark international opportunities fund investment objective
HighMark Geneva small Cap Growth Fund seeks long-term capital appreciation.	co-portfolio manager Anthony R. Craddock Bailard, Inc.	co-portfolio manager Eric P. Leve Bailard, Inc.	co-portfolio manager Peter M. Hill Bailard, Inc.

Comparison of Change in the Value of a $10,000 Investment in HighMark International Opportunities Fund versus the MSCI All Country World ex-U.S. Index Gross, the MSCI EAFE Index Net and the Morningstar Foreign Large Blend Category.

		Annualized	Annualized	Annualized	Gross	Net
	One Year	3 Year	5 Year	10 Year	Expense	Expense
	Return	Return	Return	Return	Ratio‡	Ratio‡
Fiduciary Shares	20.34%	7.83%	0.14%	8.90%†	1.35%	1.27%
Class A Shares	20.04%	7.59%	-0.02%	8.68%†	1.60%	1.42%
Class A Shares w/load*	13.52%	5.57%	-1.14%	8.07%†	1.60%	1.42%
Class C Shares	19.28%	6.89%	-0.69%	7.99%†	2.10%	2.10%
Class C Shares w/load**	18.28%	6.89%	-0.69%	7.99%†	2.10%	2.10%
Class M Shares	20.53%	7.96%	0.29%	9.04%	1.10%	1.10%
MSCI All Country World ex-U.S. Index Gross	17.47%	6.91%	1.25%	9.28%	—	—

Past performance is not predictive of future results. Returns shown in the graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The returns for certain periods reflect fee waivers and/or reimbursements in effect for that period; absent fee waivers and reimbursements, performance would have been lower. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted. For month-end performance data please call 1-800-582-4734 or visit our website at www.highmarkcapital.com.

In addition to the normal risks associated with investing, international investments may involve risk of capital loss from an unfavorable fluctuation in currency values, from differences in generally accepted accounting principles or from economic or political instability in other nations. Emerging markets investments involve heightened risks related to the same factors.

†   The performance presented links the performance of Class M Shares from ten years ago with the performance of Class A and Class C Shares on April 3, 2006 and Fiduciary Shares on April 4, 2006. Class M Share performance has been adjusted to reflect higher expenses applicable to these Classes. Without those adjustments, performance would be higher than that shown.

‡   Per prospectus. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report. The Fund’s Adviser has contractually agreed to waive fees and reimburse expenses in order to keep total operating expenses for all share classes from exceeding the net expense ratios listed in the prospectus, for the period beginning December 1, 2012 and ending on November 30, 2013. The Adviser may recoup from the Fund any of the fees and expenses it has waived and/or reimbursed until the end of the third fiscal year after the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations. This recoupment could reduce the Fund’s future total return.

*   Reflects 5.50% front-end sales charge.

**   Reflects maximum CDSC of 1.00%.

HighMark® Funds 15

		large cap core equity fund (unaudited) performance For the fiscal year ended July 31, 2013, HighMark Large Cap Core Equity Fund (the “Fund”) produced a total return of 25.80% (Class A Shares without load). In comparison, the Fund’s benchmark, the unmanaged S&P 500 Index, returned 25.00% over the same period. factors affecting performance A muted economic recovery continued during the Fund’s reporting period. Positive indicators such as record highs on the Dow Jones Industrial Average and S&P 500, recovering housing and manufacturing sectors and strong domestic energy production were tempered by correspondingly high unemployment that continued to weigh on GDP growth. Aggressive monetary actions by the U.S. Federal Reserve initially appeared to stabilize the U.S. economy and capital markets. Low interest rates and expanding central bank balance sheets around the world supported a move toward lower quality, higher risk stocks within the equity indices. The U.S. Federal Reserve left the federal funds rate, the rate banks charge to lend to each other, unchanged from its beginning level in the 0%-0.25% range. It said that it would remain at this level for as long as unemployment remains above 6.5% and inflation remains below 2.5%. Although muted, the theme of the year was nonetheless economic recovery, and thus economically sensitive sectors led the market. Although sectors were not a large determinant of the Fund’s performance, it was overweight consumer staples and underweight durables. The Fund held an underweight to the economically sensitive industrials sector to its detriment. However, an overweight in the energy sector enjoyed the benefits of higher oil prices over the period. Tesoro in the energy sector was a top contributor to the Fund’s performance, due to its acquisition of the refining assets from BP in a deal that pushed the stock price up nearly 50%. Tesoro followed this up with two solid quarters of earnings, adding another 50% to the valuation of the firm. Home Depot was also a top contributor, as resurgence in the housing market more than doubled the value of the stock. In a strong market, it is more about what the Fund is not in than what it is in. Delta Air Lines stock nearly doubled in light of the American Airlines/U.S. Airways merger. The Fund held positions in Delta at various times over the course of the Fund’s reporting period. However, it was not able to take advantage of its price appreciation, and it detracted from the Fund’s performance overall. Hillshire Farms also hurt the Fund’s performance; given its sharp appreciation over the first half of the Fund’s reporting period, it depreciated more than most holdings within the Fund during the second half of the reporting period. The Fund was able to overcome these drags on performance and outperformed its benchmark for the reporting period.
top ten holdings
	% of
Company*	Portfolio
Company*	4.2%
Wells Fargo	3.3
Coca-Cola	3.3
Chevron	3.2
Procter & Gamble	3.1
Qualcomm	3.0
Union Pacific	3.0
Goldman Sachs Group	2.8
Pfizer	2.5
Travelers	2.5
General Electric
fund sectors
	% of
Sector	Portfolio
Information Technology	17.9%
Financials	17.9
Consumer Staples	11.9
Industrial	11.7
Health Care	10.7
Consumer Discretionary	10.1
Energy	8.4
Utilities	4.3
Materials	3.6
Repurchase Agreement	2.7
Telecommunications Services	0.8
*  Excludes short-term securities.
Current and future portfolio holdings are subject to change and risk.

16 HighMark®Funds

highmark international opportunities fund investment objective
HighMark Large Cap Core Equity Fund seeks long-term capital appreciation.	lead portfolio manager Derek Izuel HighMark Capital Management, Inc.	portfolio manager Edward Herbert HighMark Capital Management, Inc.

Comparison of Change in the Value of a $10,000 Investment in HighMark Large Cap Core Equity Fund versus the S&P 500 Index and the Morningstar Large Value Category.

		Annualized	Annualized	Annualized	Gross	Net
	One Year	3 Year	5 Year	10 Year	Expense	Expense
	Return	Return	Return	Return	Ratio‡	Ratio‡
Fiduciary Shares	26.21%	17.87%	8.57%	7.10%	1.28%	0.97%
Class A Shares	25.80%	17.49%	8.24%	6.80%	1.53%	1.22%
Class A Shares w/load*	18.93%	15.30%	7.03%	6.20%	1.53%	1.22%
Class C Shares	25.01%	16.79%	7.52%	6.15%†	2.03%	1.82%
Class C Shares w/load**	24.01%	16.79%	7.52%	6.15%†	2.03%	1.82%
S&P 500 Index	25.00%	17.74%	8.26%	7.64%	—	—

Past performance is not predictive of future results. Returns shown in the graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The returns for certain periods reflect fee waivers and/or reimbursements in effect for that period; absent fee waivers and reimbursements, performance would have been lower. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted. For month-end performance data please call 1-800-582-4734 or visit our website at www.highmarkcapital.com.

†   The performance presented links the performance of Fiduciary Shares from ten years ago with the performance of Class C Shares on November 28, 2003. Fiduciary Share performance does not reflect higher expenses applicable to this Class. With those adjustments, performance would be lower than that shown.

‡   Per prospectus. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report. The Fund’s Adviser has contractually agreed to waive fees and reimburse expenses in order to keep total operating expenses for all share classes from exceeding the net expense ratios listed in the prospectus, for the period beginning December 1, 2012 and ending on November 30, 2013. The Adviser may recoup from the Fund any of the fees and expenses it has waived and/or reimbursed until the end of the third fiscal year after the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations. This recoupment could reduce the Fund’s future total return.

*   Reflects 5.50% front-end sales charge.

**   Reflects maximum CDSC of 1.00%.

HighMark® Funds 17

		large cap growth fund (unaudited) performance For the fiscal year ended July 31, 2013, HighMark Large Cap Growth Fund (the “Fund”) produced a total return of 12.45% (Class A Shares without load). In comparison, the Fund’s benchmark, the unmanaged Russell 1000 Growth Index, returned 21.64% over the same period. factors affecting performance A muted economic recovery continued during the Fund’s reporting period. Positive indicators such as record highs on the Dow Jones Industrial Average and S&P 500, recovering housing and manufacturing sectors and strong domestic energy production were tempered by correspondingly high unemployment that continued to weigh on GDP growth. Aggressive monetary actions by the U.S. Federal Reserve initially appeared to stabilize the U.S. economy and capital markets. Low interest rates and expanding central bank balance sheets around the world supported a move toward lower quality, higher risk stocks within the equity indices. Sectors that contributed to performance included materials, with Ecolab a top performing stock for the Fund’s reporting period. However, the Fund’s weightings in the consumer discretionary, health care and energy sectors detracted from performance. In consumer discretionary, a number of holdings showed slowing revenue growth against difficult prior year comparisons. Specific stocks that underperformed in this sector included Dollar Tree Stores, Petsmart and Dick’s Sporting Goods. In the health care sector, a lack of exposure in biotech companies partially detracted from performance. Holdings such as Allergan, Agilent, Covidien, Eli Lilly and Merck also negatively impacted performance. Lastly, stock selection in the energy sector detracted from performance, with the Fund’s positions in Exxon Mobil and Occidental Petroleum underperforming due to weakening production growth. As a result, the Fund underperformed its benchmark for the reporting period.
top ten holdings
	% of
Company*	Portfolio
Ecolab	5.8%
Apple	3.8
Danaher	3.6
Praxair	3.4
Analog Devices	3.2
Stericycle	3.0
Philip Morris International	3.0
Microsoft	3.0
Google, Cl A	3.0
Anheuser-Busch InBev NV,
SP ADR	2.8
fund sectors
	% of
Sector	Portfolio
Information Technology	24.3%
Industrial	18.1
Consumer Discretionary	12.7
Health Care	12.7
Consumer Staples	10.7
Materials	10.4
Energy	4.6
Financials	4.4
Utilities	1.2
Registered Investment Company	0.9
*  Excludes short-term securities.
Current and future portfolio holdings are subject to change and risk.

18 HighMark®Funds

highmark large cap growth fund investment objective
HighMark Large Cap Growth Fund seeks long-term capital appreciation through investments in U.S. equity securities; current income is incidental.	co-portfolio manager Ken Wemer HighMark Capital Management, Inc.	co-portfolio manager George Rokas HighMark Capital Management, Inc.	co-portfolio manager Derek Izuel HighMark Capital Management, Inc

Comparison of Change in the Value of a $10,000 Investment in HighMark Large Cap Growth Fund versus the Russell 1000 Growth Index and the Morningstar Large Growth Category.

		Annualized	Annualized	Annualized	Gross	Net
	One Year	3 Year	5 Year	10 Year	Expense	Expense
	Return	Return	Return	Return	Ratio‡	Ratio‡
Fiduciary Shares	12.80%	14.11%	7.85%	6.37%	1.27%	1.02%
Class A Shares	12.45%	13.82%	7.56%	6.10%	1.52%	1.27%
Class A Shares w/load*	6.30%	11.70%	6.35%	5.50%	1.52%	1.27%
Class B Shares	11.77%	13.12%	6.94%	5.47%	2.02%	1.87%
Class B Shares w/load**	6.77%	12.33%	6.64%	5.47%	2.02%	1.87%
Class C Shares	11.79%	13.12%	6.91%	5.45%	2.02%	1.87%
Class C Shares w/load***	10.79%	13.12%	6.91%	5.45%	2.02%	1.87%
Russell 1000 Growth Index	21.64%	18.00%	9.01%	7.69%	—	—

Past performance is not predictive of future results. Returns shown in the graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The returns for certain periods reflect fee waivers and/or reimbursements in effect for that period; absent fee waivers and reimbursements, performance would have been lower. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted. For month-end performance data please call 1-800-582-4734 or visit our website at www.highmarkcapital.com.

‡   Per prospectus. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report. The Fund’s Adviser has contractually agreed to waive fees and reimburse expenses in order to keep total operating expenses for all share classes from exceeding the net expense ratios listed in the prospectus, for the period beginning December 1, 2012 and ending on November 30, 2013. The Adviser may recoup from the Fund any of the fees and expenses it has waived and/or reimbursed until the end of the third fiscal year after the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations. This recoupment could reduce the Fund’s future total return.

*   Reflects 5.50% front-end sales charge.

**   Reflects maximum CDSC of 5.00%.

***   Reflects maximum CDSC of 1.00%.

HighMark® Funds 19

		nyse arca tech 100 index fund (unaudited) performance For the fiscal year ended July 31, 2013, HighMark NYSE Arca Tech 100 Index Fund (the “Fund”) produced a total return of 25.83% (Class A Shares without load). In comparison, the Fund’s benchmark, the NYSE Arca Tech 100 Index, returned 27.50% for the same period. factors affecting performance A muted economic recovery continued during the Fund’s reporting period. Positive indicators such as record highs on the Dow Jones Industrial Average and S&P 500, recovering housing and manufacturing sectors and strong domestic energy production were tempered by correspondingly high unemployment that continued to weigh on GDP growth. Aggressive monetary actions by the U.S. Federal Reserve initially appeared to stabilize the U.S. economy and capital markets. Low interest rates and expanding central bank balance sheets around the world supported a move toward lower quality, higher risk stocks within the equity indices. The U.S. Federal Reserve left the federal funds rate, the rate banks charge to lend to each other, unchanged from its beginning level in the 0%-0.25% range. It said that it would remain at this level for as long as unemployment remains above 6.5% and inflation remains below 2.5%. The Fund is passively managed to the NYSE Arca Tech 100 Index, so performance differences between the Fund and its benchmark are primarily the result of Fund expenses and investor capital flows. Because the Fund is passively managed, it makes no active industry or security-selection bets as an investment strategy; therefore, the Fund’s performance reflects the NYSE Arca Tech 100 Index’s exposure to various industries and the individual stocks in the index. The Fund’s exposure to “traditional” technology stocks in the information technology sector was 69.91% of the portfolio, by far its largest weight, which contributed 15.41% to total return. The largest industry exposure was through its 22.5% allocation to software stocks, spread across 22 companies, which contributed 4.61% to the Fund’s total performance. A position in Salesforce.com Inc., a global provider of enterprise cloud computing solutions, appreciated 40.7% and contributed 1.40% to the Fund’s total return. The Fund’s high exposure to the healthcare sector, which contributed 10.19% to total return. The Fund’s holdings in the biotechnology industry were particularly strong contributors to its performance, led by 4.2% position in Biogen Idec Inc. that appreciated 49.6% and provided 1.98% of the Fund’s total return. A 1.46% holding of Gilead Sciences Inc. appreciated 126% and contributed 1.33% to the Fund’s total return. License Information “Archipelago®”, “ARCA®”, “ARCAEX®”, “NYSE®”, “NYSE ARCA SM” and “NYSE Arca Tech 100SM” are trademarks of the NYSE Group, Inc. and Archipelago Holdings, Inc. and have been licensed for use by HighMark Funds. NYSE Arca Tech 100 Index Fund is not sponsored, endorsed, sold or promoted by Archipelago Holdings, Inc. or by NYSE Group, Inc. Neither Archipelago Holdings, Inc. nor NYSE Group, Inc. makes any representation or warranty regarding the advisability of investing in securities generally, NYSE Arca Tech 100 Index Fund particularly or the ability of NYSE Arca Tech 100 Index to track general stock market performance. ARCHIPELAGO HOLDINGS, INC. (“ARCA”) MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO NYSE ARCA TECH 100 INDEX OR ANY DATA INCLUDED THEREIN. IN NO EVENT SHALL ARCA HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
top ten holdings
	% of
Company*	Portfolio
Biogen Idec	4.6%
International Business Machines	4.1
Visa, Cl A	3.7
Lockheed Martin	2.5
Amgen	2.3
Valeant Pharmaceuticals
International (Canada)	2.0
Thermo Fisher Scientific	1.9
F5 Networks	1.8
VMware, Cl A	1.7
Schlumberger	1.7
fund sectors
	% of
Sector	Portfolio
Information Technology	66.9%
Health Care	23.5
Industrial	4.0
Energy	2.7
Registered Investment Companies	1.6
Telecommunication Services	1.3
*  Excludes short-term securities.
Current and future portfolio holdings are subject to change and risk.

20 HighMark®Funds

highmark nyse arca tech 100 index fund investment objective
	lead portfolio	portfolio
HighMark NYSE Arca Tech 100 Index Fund seeks to track the total return of the NYSE Arca	manager	manager
Tech 100 Index, before deducting for Fund expenses.	Donald Nesbitt	Mikhail Alkhazov
	Ziegler Lotsoff Capital Management, LLC	Ziegler Lotsoff Capital Management, LLC

Comparison of Change in the Value of a $10,000 Investment in HighMark NYSE Arca Tech 100 Index Fund versus the NYSE Arca Tech 100 Index and the Morningstar Technology Category.

		Annualized	Annualized	Annualized	Gross	Net
	One Year	3 Year	5 Year	10 Year	Expense	Expense
	Return	Return	Return	Return	Ratio‡	Ratio‡
Fiduciary Shares	26.19%	19.37%	11.64%†	9.63%†	1.02%	0.83%
Class A Shares	25.83%	19.02%	11.39%	9.50%	1.27%	1.08%
Class A Shares w/load*	18.90%	16.80%	10.13%	8.89%	1.27%	1.08%
Class B Shares	25.07%	18.31%	10.69%	8.75%	1.77%	1.68%
Class B Shares w/load**	20.07%	17.59%	10.42%	8.75%	1.77%	1.68%
Class C Shares	25.06%	18.31%	10.70%	8.75%	1.77%	1.68%
Class C Shares w/load***	24.06%	18.31%	10.70%	8.75%	1.77%	1.68%
NYSE Arca Tech 100 Index	27.50%	20.56%	12.74%	10.74%	—	—

Past performance is not predictive of future results. Returns shown in the graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The returns for certain periods reflect fee waivers and/or reimbursements in effect for that period; absent fee waivers and reimbursements, performance would have been lower. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted. For month-end performance data please call 1-800-582-4734 or visit our website at www.highmarkcapital.com.

The Fund’s investment in technology-related companies exposes the Fund to risks associated with economic conditions in the technology market to a greater extent than funds not concentrated in the technology sector. Due to intense global competition, a less diversified product line and other factors, companies that develop and/or rely on technology could become increasingly sensitive to downswings in the economy. In the past, such companies have also experienced volatile swings in demand for their products and services due to changing economic conditions, rapid technological advances and shorter product life spans.

†   The performance presented links the performance of Class A Shares from ten years ago with the performance of Fiduciary Shares on July 23, 2009. Class A Share performance has not been adjusted to reflect expenses applicable to Fiduciary Shares; with those adjustments, performance would be higher than that shown.

‡   Per prospectus. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report. The Fund’s Adviser has contractually agreed to waive fees and reimburse expenses in order to keep total operating expenses for all share classes from exceeding the net expense ratios listed in the prospectus, for the period beginning December 1, 2012 and ending on November 30, 2013. The Adviser may recoup from the Fund any of the fees and expenses it has waived and/or reimbursed until the end of the third fiscal year after the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations. This recoupment could reduce the Fund’s future total return.

*   Reflects 5.50% front-end sales charge.

**   Reflects maximum CDSC of 5.00%.

***   Reflects maximum CDSC of 1.00%.

HighMark® Funds 21

		small cap core fund (unaudited) performance For the fiscal year ended July 31, 2013, HighMark Small Cap Core Fund (the “Fund”) produced a total return of 31.69% (Class A Shares without load). In comparison, the Fund’s benchmark, the unmanaged Russell 2000 Index, returned 34.76% for the same period. factors affecting performance A muted economic recovery continued during the Fund’s reporting period. Positive indicators such as record highs on the Dow Jones Industrial Average and S&P 500, recovering housing and manufacturing sectors and strong domestic energy production were tempered by correspondingly high unemployment that continued to weigh on GDP growth. Aggressive monetary actions by the U.S. Federal Reserve initially appeared to stabilize the U.S. economy and capital markets. Low interest rates and expanding central bank balance sheets around the world supported a move toward lower quality, higher risk stocks within the equity indices. The U.S. Federal Reserve left the federal funds rate, the rate banks charge to lend to each other, unchanged from its beginning level in the 0%-0.25% range. It said that it would remain at this level for as long as unemployment remains above 6.5% and inflation remains below 2.5%. The Fund’s overweight to the technology and materials sectors helped performance, offset by the Fund’s underweight to the consumer staples sector. The Fund was also hurt by its exposure to the financials sector, as the rise in interest rates pressured yield sensitive securities like REITs. Sunpower was a top performer for the Fund, due to its merger with MidAmerican Energy, which is a firm held by Berkshire Hathaway. Manhattan Associates, a long time position in the Fund, also performed well. However, Auxilium Pharmaceuticals lagged for the reporting period, as did Power One, a supplier of power supplies for a variety of industries. As a result, the Fund underperformed its benchmark for the reporting period.
top ten holdings
	% of
Company*	Portfolio
Sanderson Farms	2.0%
Mueller Industries	1.9
Graphic Packaging Holding	1.9
Korn/Ferry International	1.8
Extra Space Storage REIT	1.8
PNM Resources	1.7
West Pharmaceutical Services	1.6
Aspen Technology	1.5
Helix Energy Solutions Group	1.5
RF Micro Devices	1.4
fund sectors
	% of
Sector	Portfolio
Financials	20.8%
Information Technology	17.6
Industrial	17.2
Consumer Discretionary	13.7
Health Care	9.2
Materials	7.6
Consumer Staples	5.2
Energy	4.2
Utilities	2.6
Repurchase Agreement	1.9
*  Excludes short-term securities.
Current and future portfolio holdings are subject to change and risk.

22 HighMark®Funds

highmark small cap core fund investment objective
	lead portfolio	portfolio
HighMark Small Cap Core Fund seeks long-term capital appreciation.	manager	manager
	Derek Izuel	Edward Herbert
	HighMark Capital Management, Inc.	HighMark Capital Management, Inc.

Comparison of Change in the Value of a $10,000 Investment in HighMark Small Cap Core Fund versus the Russell 2000 Index and the Morningstar Small Blend Category.

		Annualized	Annualized	Annualized	Gross	Net
	One Year	3 Year	5 Year	Since	Expense	Expense
	Return	Return	Return	Inception	Ratio‡	Ratio‡
Fiduciary Shares	32.07%	20.37%	9.17%	4.08%	1.71%	1.37%
Class A Shares	31.69%	20.03%	8.85%	3.78%	1.96%	1.62%
Class A Shares w/load*	24.42%	17.79%	7.62%	2.87%	1.96%	1.62%
Class C Shares	30.84%	19.29%	8.09%	3.09%	2.46%	2.22%
Class C Shares w/load**	29.84%	19.29%	8.09%	3.09%	2.46%	2.22%
Russell 2000 Index	34.76%	18.72%	9.45%	5.90%	—	—

Past performance is not predictive of future results. Returns shown in the graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The returns for certain periods reflect fee waivers and/or reimbursements in effect for that period; absent fee waivers and reimbursements, performance would have been lower. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted. For month-end performance data please call 1-800-582-4734 or visit our website at www.highmarkcapital.com.

In addition to the normal risks associated with equity investing, investing in small cap companies may involve additional risk because, as small cap companies are frequently in the early stages of growth, their stocks tend to fluctuate in value.

‡   Per prospectus. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report. The Fund’s Adviser has contractually agreed to waive fees and reimburse expenses in order to keep total operating expenses for all share classes from exceeding the net expense ratios listed in the prospectus, for the period beginning December 1, 2012 and ending on November 30, 2013. The Adviser may recoup from the Fund any of the fees and expenses it has waived and/or reimbursed until the end of the third fiscal year after the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations. This recoupment could reduce the Fund’s future total return.

*   Reflects 5.50% front-end sales charge.

**   Reflects maximum CDSC of 1.00%.

HighMark® Funds 23

		value fund (unaudited) performance For the fiscal year ended July 31, 2013, HighMark Value Fund (the “Fund”) produced a total return of 27.18% (Class A Shares without load). In comparison, the Fund’s benchmark, the Russell 1000 Value Index, returned 30.73% for the same period. The Fund’s previous benchmark (effective before June 18, 2013), the unmanaged S&P 500 Index, returned 25.00% for the same period. factors affecting performance A muted economic recovery continued during the Fund’s reporting period. Positive indicators such as record highs on the Dow Jones Industrial Average and S&P 500, recovering housing and manufacturing sectors and strong domestic energy production were tempered by correspondingly high unemployment that continued to weigh on GDP growth. Aggressive monetary actions by the U.S. Federal Reserve initially appeared to stabilize the U.S. economy and capital markets. Low interest rates and expanding central bank balance sheets around the world supported a move toward lower quality, higher risk stocks within the equity indices. The U.S. Federal Reserve left the federal funds rate, the rate banks charge to lend to each other, unchanged from its beginning level in the 0%-0.25% range. It said that it would remain at this level for as long as unemployment remains above 6.5% and inflation remains below 2.5%. Sector weighting added slightly over half of the return during the Fund’s reporting period, with the balance attributed to stock selection. An overweight to the financials sector and an underweight to the utilities sector positively contributed to Fund performance. Strong stock picking in the materials, financials and information technology sectors also contributed to the Fund’s performance; specifically with holdings Sealed Air, Citigroup and Hewlett Packard, as well as not holding a position in Apple. Weak stock picking in the energy sector detracted from the Fund’s performance, specifically with coal-related stocks such as Peabody Energy and Joy Global. Weak stock picking in the health care sector also detracted from performance, specifically Teva Pharmaceuticals and Baxter Healthcare Corp. Due to these drags on performance, the Fund underperformed its benchmark for the reporting period.
top ten holdings
	% of
Company*	Portfolio
JPMorgan Chase	3.9%
Berkshire Hathaway, Cl B	3.7
Procter & Gamble	3.4
Citigroup	2.8
Microsoft	2.6
Chevron	2.3
BB&T	2.2
Baxter International	2.2
Suncor Energy (Canada)	2.0
Target	2.0
fund sectors
	% of
Sector	Portfolio
Financials	24.0%
Information Technology	14.7
Industrial	13.7
Energy	11.6
Consumer Staples	10.4
Health Care	10.0
Consumer Discretionary	9.8
Materials	3.8
Utilities	1.0
Registered Investment Company	1.0
*  Excludes short-term securities.
Current and future portfolio holdings are subject to change and risk.

24 HighMark®Funds

highmark value fund investment objective
	co-portfolio	co-portfolio	co-portfolio
HighMark Value Fund seeks long-term capital growth; current income is a secondary objective.	manager	manager	manager
	Keith Stribling	Todd Lowenstein	Derek Izuel
	HighMark Capital	HighMark Capital	HighMark Capital
	Management, Inc.	Management, Inc.	Management, Inc.

Comparison of Change in the Value of a $10,000 Investment in HighMark Value Fund versus the S&P 500 Index, the Russell 1000 Value Index and the Morningstar Large Value Category.

		Annualized	Annualized	Annualized	Gross	Net
	One Year	3 Year	5 Year	10 Year	Expense	Expense
	Return	Return	Return	Return	Ratio‡	Ratio‡
Fiduciary Shares	27.54%	16.73%	6.77%	7.59%	1.14%	1.00%
Class A Shares	27.18%	16.42%	6.50%	7.31%	1.39%	1.25%
Class A Shares w/load*	20.20%	14.25%	5.30%	6.70%	1.39%	1.25%
Class B Shares	26.43%	15.73%	5.87%	6.66%	1.89%	1.85%
Class B Shares w/load**	21.43%	14.97%	5.55%	6.66%	1.89%	1.85%
Class C Shares	26.37%	15.75%	5.87%	6.66%	1.89%	1.85%
Class C Shares w/load***	25.37%	15.75%	5.87%	6.66%	1.89%	1.85%
Class U Shares	27.69%	16.84%†	6.82%†	7.62%†	0.89%	0.87%
Russell 1000 Value Index	30.73%	18.00%	7.88%	8.20%	—	—
S&P 500 Index	25.00%	17.74%	8.26%	7.64%	—	—

Past performance is not predictive of future results. Returns shown in the graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The returns for certain periods reflect fee waivers and/or reimbursements in effect for that period; absent fee waivers and reimbursements, performance would have been lower. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted. For month-end performance data please call 1-800-582-4734 or visit our website at www.highmarkcapital.com.

†   The performance presented links the performance of Fiduciary Shares from ten years ago with the performance of Class U Shares, which commenced investment operations on January 4, 2012. Fiduciary Share performance has not been adjusted to reflect expenses applicable to Class U Shares. With those adjustments, performance would be higher than that shown.

‡   Per prospectus. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report. The Fund’s Adviser has contractually agreed to waive fees and reimburse expenses in order to keep total operating expenses for all share classes from exceeding the net expense ratios listed in the prospectus for the period beginning December 1, 2012 and ending on November 30, 2013. The Adviser may recoup from the Fund any of the fees and expenses it has waived and/or reimbursed until the end of the third fiscal year after the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations. This recoupment could reduce the Fund’s future total return.

*   Reflects 5.50% front-end sales charge.

**   Reflects maximum CDSC of 5.00%.

***   Reflects maximum CDSC of 1.00%.

HighMark® Funds 25

		bond fund (unaudited) performance For the fiscal year ended July 31, 2013, HighMark Bond Fund (the “Fund”) produced a total return of -0.41% (Class A Shares without load). In comparison, the Fund’s benchmark, the unmanaged Barclays Capital U.S. Aggregate Bond Index, returned –1.90% for the same period. factors affecting performance A muted economic recovery continued during the Fund’s reporting period. Positive indicators such as record highs on the Dow Jones Industrial Average and S&P 500, recovering housing and manufacturing sectors and strong domestic energy production were tempered by correspondingly high unemployment that continued to weigh on GDP growth. Aggressive monetary actions by the U.S. Federal Reserve initially appeared to stabilize the U.S. economy and capital markets. Low interest rates and expanding central bank balance sheets around the world supported a move toward lower quality, higher risk stocks within the equity indices. The U.S. Federal Reserve left the federal funds rate, the rate banks charge to lend to each other, unchanged from its beginning level in the 0%-0.25% range. It said that it would remain at this level for as long as unemployment remains above 6.5% and inflation remains below 2.5%. However, confusion over when and how the Federal Reserve would end its policy of quantitative easing occurred toward the end of the Fund’s reporting period, leading to higher market volatility and record bond outflows. With this backdrop, the Fund’s performance benefited from a higher yield than its benchmark. As rates increased, it also benefited from a moderately defensive duration position relative to its benchmark. Additionally, the Fund’s underweight in mortgage-backed securities relative to its benchmark benefited the portfolio as spreads widened and the duration of the benchmark increased. A significant overweight to corporate bonds, about twice the benchmark’s weight at the beginning of the period, proved beneficial as spreads tightened. Lastly, an overweight to the financial services sector benefited the Fund as spreads in this sector tightened the most. As a result, the Fund outperformed its benchmark for the reporting period.
top ten holdings
	% of
Holding*	Portfolio
U.S. Treasury Note	3.4%
2.000%, 02/15/23
U.S. Treasury Note	2.8
1.000%, 05/31/18
Verizon New England	1.7
7.875%, 11/15/29
Time Warner Entertainment	1.7
8.375%, 03/15/23
Georgia-Pacific	1.7
8.000%, 01/15/24
Metropolitan Water District of
Southern California, Build
America Bonds, Taxable, RB	1.7
6.947%, 07/01/40
JPMorgan Chase Commercial
Mortgage Securities, Series
2004-PNC1, Cl A4	1.5
5.365%, 06/12/41
CS First Boston Mortgage
Securities,
Series 2005-C1, Cl A4	1.4
5.014%, 02/15/38
Petrohawk Energy	1.4
7.250%, 08/15/18
U.S. Treasury Note	1.4
1.375%, 05/31/20
fund sectors
	% of
Sector	Portfolio
Financials	21.9%
Asset-Backed Securities	10.5
U.S. Government Agency
Mortgage-Backed Obligations	10.4
U.S. Treasury Obligations	9.2
Energy	6.9
Mortgage-Backed Securities	6.7
Consumer Staples	4.5
Industrial	4.1
Municipal Bonds	4.0
Materials	3.8
Telecommunication Services	3.5
Consumer Discretionary	3.2
Health Care	3.2
Information Technology	2.3
U.S. Government Agency
Obligations	2.0
Registered Investment Company	1.7
Utilities	1.0
Foreign Governments	0.8
Senior Loan Note	0.3
*  Excludes short-term securities.
Current and future portfolio holdings are subject to change and risk.

26 HighMark®Funds

highmark bond fund investment objective
	lead portfolio	portfolio	portfolio	portfolio
HighMark Bond Fund seeks total return through investments in fixed-income securities.	manager	manager	manager	manager
	Jack Montgomery	Gregory Lugosi	Jeffrey Klein	David Wines
	HighMark Capital	HighMark Capital	HighMark Capital	HighMark Capital
	Management, Inc.	Management, Inc.	Management, Inc.	Management, Inc.

Comparison of Change in the Value of a $10,000 Investment in HighMark Bond Fund versus the Barclays Capital U.S. Aggregate Bond Index and the Morningstar Intermediate-Term Bond Category.

		Annualized	Annualized	Annualized	Gross	Net
	One Year	3 Year	5 Year	10 Year	Expense	Expense
	Return	Return	Return	Return	Ratio‡	Ratio‡
Fiduciary Shares	-0.15%	4.09%	6.07%	5.12%	1.00%	0.72%
Class A Shares	-0.41%	3.80%	5.78%	4.85%	1.25%	0.97%
Class A Shares w/load*	-2.63%	3.01%	5.30%	4.61%	1.25%	0.97%
Class B Shares	-1.11%	3.11%	5.08%	4.13%	1.75%	1.65%
Class B Shares w/load**	-5.90%	2.18%	4.75%	4.13%	1.75%	1.65%
Class C Shares	-0.84%	3.39%	5.37%	4.44%†	1.50%	1.40%
Class C Shares w/load***	-1.79%	3.39%	5.37%	4.44%†	1.50%	1.40%
Barclays Capital U.S. Aggregate Bond Index	-1.90%	3.19%	5.23%	4.89%	—	—

Past performance is not predictive of future results. Returns shown in the graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The returns for certain periods reflect fee waivers and/or reimbursements in effect for that period; absent fee waivers and reimbursements, performance would have been lower. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted. For month-end performance data please call 1-800-582-4734 or visit our website at www.highmarkcapital.com.

Bonds and bond funds will typically decrease in value as interest rates rise.

†   The performance presented links the performance of Fiduciary Shares from ten years ago with the performance of Class C Shares on November 28, 2003. Fiduciary Share performance does not reflect higher expenses applicable to this Class. With those adjustments, performance would be lower than that shown.

‡   Per prospectus. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report. The Fund’s Adviser has contractually agreed to waive fees and reimburse expenses in order to keep total operating expenses for all share classes from exceeding the net expense ratios listed in the prospectus, for the period beginning December 1, 2012 and ending on November 30, 2013. The Adviser may recoup from the Fund any of the fees and expenses it has waived and/or reimbursed until the end of the third fiscal year after the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations. This recoupment could reduce the Fund's future total return.

*   Reflects 2.25% front-end sales charge. Prior to December 1, 2005, the front-end sales charge was 3.25%.

**   Reflects maximum CDSC of 5.00%.

***   Reflects maximum CDSC of 1.00%.

HighMark® Funds 27

		california intermediate tax-free bond fund (unaudited) performance For the fiscal year ended July 31, 2013, HighMark California Intermediate Tax-Free Bond Fund (the “Fund”) produced a total return of -1.38% (Class A Shares without load). In comparison, the Fund’s benchmark, the unmanaged Barclays Capital 7-Year Municipal Bond Index, returned -0.69% for the same period. factors affecting performance A muted economic recovery continued during the Fund’s reporting period. Positive indicators such as record highs on the Dow Jones Industrial Average and S&P 500, recovering housing and manufacturing sectors and strong domestic energy production were tempered by correspondingly high unemployment that continued to weigh on GDP growth. Aggressive monetary actions by the U.S. Federal Reserve initially appeared to stabilize the U.S. economy and capital markets. Low interest rates and expanding central bank balance sheets around the world supported a move toward lower quality, higher risk stocks within the equity indices. The U.S. Federal Reserve left the federal funds rate, the rate banks charge to lend to each other, unchanged from its beginning level in the 0%-0.25% range. It said that it would remain at this level for as long as unemployment remains above 6.5% and inflation remains below 2.5%. However, confusion over when and how the Federal Reserve would end its policy of quantitative easing occurred toward the end of the Fund’s reporting period, leading to higher market volatility and record bond outflows. Mixed returns by maturity across the curve occurred during the Fund’s reporting period, with the longest maturities and lower credit quality providing the strongest performance for the reporting period. The short and intermediate areas lagged due to the ongoing low interest rate environment. Largely as a result of the macroeconomic factors described above, the Fund underperformed its benchmark for the reporting period.
top ten holdings
	% of
Holding*	Portfolio
California State, Economic
Recovery, Ser A, GO, State
Guaranteed
5.250%, 07/01/21	2.1%
San Diego, Public Facilities
Financing Authority, Sewer
Authority, Ser B, RB
5.500%, 5/15/23	1.9
California State, Department of
Water Resources, Central Valley
Project, Ser AE, RB
5.000%, 12/01/22	1.6
San Francisco City & County,
Public Utilities Commission,
Water Revenue, Ser D, RB
5.000%, 11/01/26	1.5
Southern California, Public Power
Authority, Power Project
Revenue, Canyon Power,
Ser A, RB,
5.000%, 7/01/25	1.5
North Orange County, Community
College District, GO,
National-RE Insured
5.000%, 8/01/23	1.4
San Francisco City & County,
Earthquake Safety, Ser E, GO
5.000%, 6/15/26	1.4
Orange County, Sanitation
District, Ser B, COP, AGM
Insured
5.000%, 2/01/23	1.3
Los Angeles, Ser A, GO
5.000%, 9/01/23	1.3
Los Angeles, Department of
Water & Power, Ser A, RB,
5.000%, 7/01/22	1.2
fund sectors
	% of
Sector	Portfolio
General Obligations	52.7%
Revenue Bonds	39.1
Certificate of Participation	7.3
Registered Investment Company	0.5
Special Assessment	0.4
*  Excludes short-term securities.
Current and future portfolio holdings are subject to change and risk.

28 HighMark®Funds

highmark california intermediate tax-free bond fund investment objective
	lead portfolio	portfolio	portfolio
HighMark California Intermediate Tax-Free Bond Fund seeks high current income	manager	manager	manager
that is exempt from federal income tax and California personal income tax.	Robert Bigelow	Raymond Mow	David Wines
	HighMark Capital	HighMark Capital	HighMark Capital
	Management, Inc.	Management, Inc.	Management, Inc.

Comparison of Change in the Value of a $10,000 Investment in HighMark California Intermediate Tax-Free Bond Fund versus the Barclays Capital 7-Year Municipal Bond Index and the Morningstar Municipal California Intermediate/Short Category.

		Annualized	Annualized	Annualized	Gross	Net
	One Year	3 Year	5 Year	10 Year	Expense	Expense
	Return	Return	Return	Return	Ratio‡	Ratio‡
Fiduciary Shares	-1.12%	2.62%	3.82%	3.53%	1.02%	0.54%
Class A Shares	-1.38%	2.34%	3.56%	3.27%	1.27%	0.79%
Class A Shares w/load*	-3.57%	1.58%	3.08%	3.03%	1.27%	0.79%
Class C Shares	-1.72%	1.89%	3.09%	2.82%†	1.52%	1.24%
Class C Shares w/load**	-2.69%	1.89%	3.09%	2.82%†	1.52%	1.24%
Barclays Capital 7-Year Municipal Bond Index	-0.69%	3.85%	5.41%	4.80%	—	—

Past performance is not predictive of future results. Returns shown in the graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The returns for certain periods reflect fee waivers and/or reimbursements in effect for that period; absent fee waivers and reimbursements, performance would have been lower. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted. For month-end performance data please call 1-800-582-4734 or visit our website at www.highmarkcapital.com.

Bonds and bond funds will typically decrease in value as interest rates rise.

Under certain conditions income may be subject to Alternative Minimum Tax, Federal and California personal income taxes.

†   The performance presented links the performance of Fiduciary Shares from ten years ago with the performance of Class C Shares on November 28, 2003. Fiduciary Share performance does not reflect higher expenses applicable to this Class. With those adjustments, performance would be lower than that shown.

‡   Per prospectus. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report. The Fund’s Adviser has contractually agreed to waive fees and reimburse expenses in order to keep total operating expenses for all share classes from exceeding the net expense ratios listed in the prospectus, for the period beginning December 1, 2012 and ending on November 30, 2013. The Adviser may recoup from the Fund any of the fees and expenses it has waived and/or reimbursed until the end of the third fiscal year after the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations. This recoupment could reduce the Fund's future total return.

*   Reflects 2.25% front-end sales charge.

**   Reflects maximum CDSC of 1.00%.

HighMark® Funds 29

		national intermediate tax- free bond fund (unaudited) performance For the fiscal year ended July 31, 2013, HighMark National Intermediate Tax-Free Bond Fund (the “Fund”) produced a total return of -1.23% (Class A Shares without load). In comparison, the Fund’s benchmark, the unmanaged Barclays Capital 7-Year Municipal Bond Index, returned -0.69% for the same period. factors affecting performance A muted economic recovery continued during the Fund’s reporting period. Positive indicators such as record highs on the Dow Jones Industrial Average and S&P 500, recovering housing and manufacturing sectors and strong domestic energy production were tempered by correspondingly high unemployment that continued to weigh on GDP growth. Aggressive monetary actions by the U.S. Federal Reserve initially appeared to stabilize the U.S. economy and capital markets. Low interest rates and expanding central bank balance sheets around the world supported a move toward lower quality, higher risk stocks within the equity indices. The U.S. Federal Reserve left the federal funds rate, the rate banks charge to lend to each other, unchanged from its beginning level in the 0%-0.25% range. It said that it would remain at this level for as long as unemployment remains above 6.5% and inflation remains below 2.5%. However, confusion over when and how the Federal Reserve would end its policy of quantitative easing occurred toward the end of the Fund’s reporting period, leading to higher market volatility and record bond outflows. New York was the nation’s largest state of issuance of municipal debt during the first half of the Fund’s reporting period. California came in as the second largest issuer, and Texas was the third largest issuer. However, California and Texas surpassed New York in the second half of the Fund’s reporting period. Mixed returns by maturity across the curve occurred during the Fund’s reporting period, with the longest maturities and lower credit quality providing the strongest performance for the reporting period. The short and intermediate areas lagged due to the ongoing low interest rate environment. Largely as a result of the macroeconomic factors described above, the Fund underperformed its benchmark for the reporting period.
top ten holdings
	% of
Holdings*	Portfolio
Clark County, Limited Tax-Bond
Bank, GO
5.000%, 06/01/25	3.3%
Connecticut State, Ser D, GO
5.000%, 11/01/19	3.0
Florida State, Board of Education,
Public Education, GO, Ser D
5.000%, 06/01/22	2.7
Los Angeles, Ser A, GO
5.000%, 09/01/23	2.6
Alaska State, International
Airports System, Ser D, RB,
National-RE Insured
5.000%, 10/01/22	2.6
Houston, Texas Utility System
Revenue, RB Combined First
Lien, Ser D
5.000%, 11/15/19	2.4
Chicago, O’Hare International
Airport Revenue, Ser B, RB,
AGM Insured
5.000%, 01/01/19	2.4
Idaho State, Housing & Finance
Association, Grant & Revenue
Anticipation, Federal Highway
Trust, Ser A, RB
5.250%, 07/15/24	2.2
Chico, Unified School District,
Ser B, GO, AGM Insured
5.000%, 08/01/25	2.0
Utah State, Board of Regents
Auxiliary & Campus Facilities
Revenue, Ser A, RB,
National-RE Insured
5.000%, 04/01/17	1.9
fund sectors
	% of
Sector	Portfolio
General Obligations	57.6%
Revenue Bonds	36.2
Tax Allocation	1.0
Certificate of Participation	2.4
Registered Investment Company	2.8
*  Excludes short-term securities.
Current and future portfolio holdings are subject to change and risk.

30 HighMark®Funds

highmark national intermediate tax-free bond fund investment objective
	lead portfolio	portfolio	portfolio
HighMark National Intermediate Tax-Free Bond Fund seeks to provide	manager	manager	manager
high current income that is exempt from federal income tax.	Robert Bigelow	Raymond Mow	David Wines
	HighMark Capital	HighMark Capital	HighMark Capital
	Management, Inc.	Management, Inc.	Management, Inc.

Comparison of Change in the Value of a $10,000 Investment in HighMark National Intermediate Tax-Free Bond Fund versus the Barclays Capital 7-Year Municipal Bond Index and the Morningstar Municipal National Intermediate Category.

		Annualized	Annualized	Annualized	Gross	Net
	One Year	3 Year	5 Year	10 Year	Expense	Expense
	Return	Return	Return	Return	Ratio‡	Ratio‡
Fiduciary Shares	-0.89%	2.43%	3.74%	3.50%	1.08%	0.52%
Class A Shares	-1.23%	2.14%	3.46%	3.23%	1.33%	0.77%
Class A Shares w/load*	-3.44%	1.39%	2.99%	3.00%	1.33%	0.77%
Class C Shares	-1.68%	1.71%	3.06%	2.72%†^	1.58%	1.22%
Class C Shares w/load**	-2.64%	1.71%	3.06%	2.72%†^	1.58%	1.22%
Barclays Capital 7-Year Municipal Bond Index	-0.69%	3.85%	5.41%	4.80%	—	—

Past performance is not predictive of future results. Returns shown in the graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The returns for certain periods reflect fee waivers and/or reimbursements in effect for that period; absent fee waivers and reimbursements, performance would have been lower. Performance presented starting ten years ago to October 18, 2002 (commencement of investment operations of Fiduciary and Class A Shares) reflects the performance of UBOC Intermediate Municipal Bond Fund, a common trust fund. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted. For month-end performance data please call 1-800-582-4734 or visit our website at www.highmarkcapital.com.

Bonds and bond funds will typically decrease in value as interest rates rise.

Under certain conditions income may be subject to Alternative Minimum Tax and Federal taxes.

†   The performance presented links the performance of UBOC Intermediate Municipal Bond Fund, a common trust fund (the “Common Trust Fund”), for the period prior to its consolidation with HighMark National Intermediate Tax-Free Bond Fund on October 18, 2002, as adjusted to reflect the fees and expenses associated with HighMark National Intermediate Tax-Free Bond Fund. The Common Trust Fund was not registered under the Investment Company Act of 1940, as amended, and therefore was not subject to the investment restrictions, limitations, and diversification requirements imposed by such Act and the Internal Revenue Code of 1986, as amended. If the Common Trust Fund had been registered, its performance may have been lower.

^   For the period starting ten years ago through November 27, 2003 for Class C Shares, performance data is based on Fiduciary Share performance. The performance of the Fiduciary Shares during this period does not reflect Class C Shares’ expenses. With those adjustments, performance would be lower than that shown. From November 28, 2003 through September 26, 2007 for Class C Shares, performance data reflects the performance of Class C Shares during that period. From September 27, 2007 through December 3, 2009, no Class C Shares were outstanding, and performance data for Class C Shares during such period is based on Fiduciary Share performance and does reflect Class C Shares’ expenses. With those adjustments, performance would be lower than that shown. Class C Shares reopened on December 1, 2009.

‡   Per prospectus. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report. The Fund’s Adviser has contractually agreed to waive fees and reimburse expenses in order to keep total operating expenses for all share classes from exceeding the net expense ratios listed in the prospectus, for the period beginning December 1, 2012 and ending on November 30, 2013. The Adviser may recoup from the Fund any of the fees and expenses it has waived and/or reimbursed until the end of the third fiscal year after the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations. This recoupment could reduce the Fund's future total return.

*   Reflects 2.25% front-end sales charge.

**   Reflects maximum CDSC of 1.00%.

HighMark® Funds 31

		short term bond fund (unaudited) performance For the fiscal year ended July 31, 2013, HighMark Short Term Bond Fund (the “Fund”) produced a total return of 0.22% (Class A Shares without load). In comparison, the Fund’s benchmark, the unmanaged Barclays Capital 1-3 Year U.S. Government/Credit Index, returned 0.62% for the same period. factors affecting performance A muted economic recovery continued during the Fund’s reporting period. Positive indicators such as record highs on the Dow Jones Industrial Average and S&P 500, recovering housing and manufacturing sectors and strong domestic energy production were tempered by correspondingly high unemployment that continued to weigh on GDP growth. Aggressive monetary actions by the U.S. Federal Reserve initially appeared to stabilize the U.S. economy and capital markets. Low interest rates and expanding central bank balance sheets around the world supported a move toward lower quality, higher risk stocks within the equity indices. The U.S. Federal Reserve left the federal funds rate, the rate banks charge to lend to each other, unchanged from its beginning level in the 0%-0.25% range. It said that it would remain at this level for as long as unemployment remains above 6.5% and inflation remains below 2.5%. However, confusion over when and how the Federal Reserve would end its policy of quantitative easing occurred toward the end of the Fund’s reporting period, leading to higher market volatility and record bond outflows. With this backdrop, the Fund’s performance benefited from a higher yield than its benchmark. As rates increased, it also benefited from a moderately defensive duration position relative to its benchmark. Additionally, a significant overweight to corporate bonds, about twice the benchmark’s weight at the beginning of the period, proved beneficial as spreads tightened. Lastly, an overweight to the financial services sector benefited the Fund as spreads in this sector tightened the most. Unfortunately, the Fund was unable to overcome many of the macroeconomic issues mentioned above, and longer duration positions outperformed shorter duration positions. As a result, the Fund underperformed its benchmark for the reporting period.
top ten holdings
	% of
Holding*	Portfolio
U.S. Treasury Note
0.750, 06/15/14	3.0%
Cards II Trust, Ser 2012-4A, Cl A
0.641%, 09/15/17	2.1
Ally Auto Receivables Trust
Ser 2013-1, Cl A3
0.630%, 05/15/17	1.6
Credit Suisse First Boston
Mortgage Securities,
Ser 2004-C2, Cl A2
5.416%, 05/15/36	1.6
AbbVie
1.200%, 11/06/15	1.6
American Express Credit Account
Secured Note Trust
Ser 2012-4, Cl A
0.431%, 05/15/20	1.5
Bank of New York Mellon, MTN
1.350%, 03/06/18	1.5
General Electric Capital, MTN
2.300%, 04/27/17	1.4
Walgreen
1.800%, 09/15/17	1.3
U.S. Treasury Note
1.000%, 05/31/18	1.3
fund sectors
	% of
Sector	Portfolio
Financials	20.1%
Asset-Backed Securities	18.8
U.S. Government Agency
Mortgage-Backed Obligations	17.3
Health Care	7.7
Energy	5.2
Mortgage-Backed Securities	4.4
U.S. Treasury Obligations	4.3
Consumer Staples	3.8
Information Technology	3.5
Materials	3.3
Telecommunication Services	2.3
Utilities	2.3
U.S. Government Agency
Obligations	1.8
Industrial	1.7
Consumer Discretionary	1.6
Registered Investment Company	1.1
Foreign Government	0.5
Senior Loan Note	0.3
*  Excludes short-term securities.
Current and future portfolio holdings are subject to change and risk.

32 HighMark®Funds

highmark short term bond fund investment objective
	lead portfolio	portfolio	portfolio	portfolio
HighMark Short Term Bond Fund seeks total return	manager	manager	manager	manager
through investments in fixed-income securities.	Jack Montgomery	Gregory Lugosi	Jeffrey Klein	David Wines
	HighMark Capital	HighMark Capital	HighMark Capital	HighMark Capital
	Management, Inc.	Management, Inc.	Management, Inc.	Management, Inc.

Comparison of Change in the Value of a $10,000 Investment in HighMark Short Term Bond Fund versus the Barclays Capital 1-3 Year U.S. Government/Credit Bond Index and the Morningstar Short Bond Category.

		Annualized	Annualized	Annualized	Gross	Net
	One Year	3 Year	5 Year	Since	Expense	Expense
	Return	Return	Return	Inception	Ratio‡	Ratio‡
Fiduciary Shares	0.48%	1.79%	2.92%	3.16%	0.97%	0.60%
Class A Shares	0.22%	1.48%	2.63%	2.87%	1.22%	0.85%
Class A Shares w/load*	-2.01%	0.73%	2.16%	2.60%	1.22%	0.85%
Class C Shares	-0.24%	1.04%	2.18%	2.48%†	1.47%	1.30%
Class C Shares w/load**	-1.23%	1.04%	2.18%	2.48%†	1.47%	1.30%
Barclays Capital 1-3 Year
U.S. Government/Credit Index	0.62%	1.19%	2.46%	3.11%	—	—

Past performance is not predictive of future results. Returns shown in the graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The returns for certain periods reflect fee waivers and/or reimbursements in effect for that period; absent fee waivers and reimbursements, performance would have been lower. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted. For month-end performance data please call 1-800-582-4734 or visit our website at www.highmarkcapital.com.

Bonds and bond funds will typically decrease in value as interest rates rise.

†   The performance presented links the performance of Fiduciary Shares from November 2, 2004 with the performance of Class C Shares on November 29, 2004. Fiduciary Share performance does not reflect the higher expenses applicable to this Class. With these adjustments, performance would be lower than that shown.

‡   Per prospectus. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report. The Fund’s Adviser has contractually agreed to waive fees and reimburse expenses in order to keep total operating expenses for all share classes from exceeding the net expense ratios listed in the prospectus, for the period beginning December 1, 2012 and ending on November 30, 2013. The Adviser may recoup from the Fund any of the fees and expenses it has waived and/or reimbursed until the end of the third fiscal year after the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations. This recoupment could reduce the Fund's future total return.

*   Reflects 2.25% front-end sales charge. Prior to December 1, 2005, the front-end sales charge was 3.25%.

**   Reflects maximum CDSC of 1.00%.

HighMark® Funds 33

		wisconsin tax-exempt fund (unaudited) performance For the fiscal year ended July 31, 2013, HighMark Wisconsin Tax-Exempt Fund (the “Fund”) produced a total return of -2.65% (Class A Shares without load). In comparison, the Fund’s benchmark, the unmanaged Barclays Capital Municipal Bond Index, returned -2.19%. factors affecting performance A muted economic recovery continued during the Fund��s reporting period. Positive indicators such as record highs on the Dow Jones Industrial Average and S&P 500, recovering housing and manufacturing sectors and strong domestic energy production were tempered by correspondingly high unemployment that continued to weigh on GDP growth. Aggressive monetary actions by the U.S. Federal Reserve initially appeared to stabilize the U.S. economy and capital markets. Low interest rates and expanding central bank balance sheets around the world supported a move toward lower quality, higher risk stocks within the equity indices. The U.S. Federal Reserve left the federal funds rate, the rate banks charge to lend to each other, unchanged from its beginning level in the 0%-0.25% range. It said that it would remain at this level for as long as unemployment remains above 6.5% and inflation remains below 2.5%. However, confusion over when and how the Federal Reserve would end its policy of quantitative easing occurred toward the end of the Fund’s reporting period, leading to higher market volatility and record bond outflows. The municipal bond space, in particular, was affected by three major issues. The first was Moody’s downgrade of Puerto Rico’s debt and the fear that investment grade debt in other territories of the United States would follow. The second was substantial outflows from bonds in reaction to comments made by the Federal Reserve about possible future monetary policy changes. The third was the controversy surrounding the city of Detroit’s bankruptcy filing, the largest filing by a municipality in the history of the United States, and the treatment of its general obligation bondholders. Therefore, shorter duration, higher quality issues performed well, including double-exempt Milwaukee Redevelopment Bonds as well as the University of Wisconsin-Madison Alumni Research Bonds. However, the Fund’s exposure to Puerto Rico Electric and Power and Puerto Rico Sales Tax bonds detracted from the Fund’s performance, as did longer duration zero coupon 2026 bonds. As a result, the Fund was unable to overcome these drags on performance, and it underperformed its benchmark for the reporting period.
top ten holdings
	% of
Company *	Portfolio
Southeast Wisconsin Professional
Baseball Park District, Sales Tax
Revenue, Refunding, Ser A, RB,
National-RE Insured
5.500%, 12/15/26	3.5%
Madison, Community
Development Authority
Revenue, Wisconsin Alumni
Research Fund Project, RB
5.000%, 10/01/34	3.2
Southeast Wisconsin Professional
Baseball Park District, Sales Tax
Revenue, Refunding, Ser A, RB,
National-RE Insured
5.500%, 12/15/14	2.6
Glendale, Community
Development Authority, Lease
Revenue, RB,
2.600%, 09/01/21	2.1
Monroe, Redevelopment
Authority, Development
Revenue, Monroe Clinic Inc., RB
5.875%, 02/15/39	2.0
Puerto Rico Sales Tax Financing,
Corporate Sales Tax Revenue,
First Sub-Ser A, RB
6.375%, 08/01/39	2.0
Wisconsin Center District,
Ser 1998A, Junior Dedicated
Tax Revenue, RB, AGM Insured
5.250%, 12/15/23	1.9
Southeast Wisconsin Professional
Baseball Park District, Sales Tax
Revenue, Refunding, Ser A, RB,
EDTM, National-RE Insured
5.500%, 12/15/19	1.8
Glendale, Community
Development Authority, Lease
Revenue, RB
2.750%, 09/01/22	1.7
Virgin Islands Public Finance
Authority, National-RE FGIC
Insured
5.000%, 10/01/24	1.7
fund sectors
	% of
Sector	Portfolio
Revenue Bonds	93.8%
General Obligations	1.9
Certificate of Participation	1.3
Tax Allocation	0.3
Registered Investment Company	2.7
*  Excludes short-term securities.
Current and future portfolio holdings are subject to change and risk.

34 HighMark®Funds

highmark wisconsin tax-exempt fund investment objective
	co-portfolio	co-portfolio	co-portfolio	co-portfolio
HighMark Wisconsin Tax-Exempt Fund seeks to	manager	manager	manager	manager
provide investors with a high level of current	Eric Zenner	Richard Scargill	Paula Horn	Michael Sanders
income that is exempt from federal income tax	Ziegler Lotsoff Capital	Ziegler Lotsoff Capital	Ziegler Lotsoff Capital	Ziegler Lotsoff Capital
and Wisconsin personal income tax.	Management, LLC	Management, LLC	Management, LLC	Management, LLC

Comparison of Change in the Value of a $10,000 Investment in HighMark Wisconsin Tax-Exempt Fund versus the Barclays Capital Municipal Bond Index and the Morningstar Municipal Single State Intermediate Category.

		Annualized	Annualized	Annualized	Gross	Net
	One Year	3 Year	5 Year	10 Year	Expense	Expense
	Return	Return	Return	Return	Ratio‡	Ratio‡
Fiduciary Shares	-2.40%	2.81%†	3.83%†	3.58%†	1.07%	0.66%
Class A Shares	-2.65%	2.55%	3.68%	3.50%	1.32%	0.91%
Class A Shares w/load*	-4.83%	1.78%	3.21%	3.26%	1.32%	0.91%
Class B Shares	-3.42%	1.85%	2.94%	2.76%	1.82%	1.61%
Class B Shares w/load**	-8.15%	0.90%	2.59%	2.76%	1.82%	1.61%
Class C Shares	-3.18%	2.09%	3.15%	2.86%	1.57%	1.36%
Class C Shares w/load***	-4.12%	2.09%	3.15%	2.86%	1.57%	1.36%
Barclays Capital Municipal Bond Index	-2.19%	3.73%	5.07%	4.71%	—	—

Past performance is not predictive of future results. Returns shown in the graph and the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The returns for certain periods reflect fee waivers and/or reimbursements in effect for that period; absent fee waivers and reimbursements, performance would have been lower. Investment return and principal value will fluctuate, so shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the returns quoted. For month-end performance data please call 1-800-582-4734 or visit our website at www.highmarkcapital.com.

Bonds and bond funds will typically decrease in value as interest rates rise.

Under certain conditions income may be subject to Alternative Minimum Tax, Federal and Wisconsin personal income taxes.

†   The performance presented links the performance of Class A Shares from ten years ago with the performance of Fiduciary Shares on August 3, 2010. Class B and Class C Share performance does not reflect the higher expenses applicable to these Classes. With these adjustments, performance would be lower than that shown. Class A Share performance has not been adjusted to reflect expenses applicable to Fiduciary Shares. With these adjustments, performance would be higher than that shown.

‡   Per prospectus. The expense ratios presented above may vary from the expense ratios presented in other sections of this report that are based on expenses incurred during the period covered by this report. The Fund’s Adviser has contractually agreed to waive fees and reimburse expenses in order to keep total operating expenses for all share classes from exceeding the net expense ratios listed in the prospectus, for the period beginning December 1, 2012 and ending on November 30, 2013. The Adviser may recoup from the Fund any of the fees and expenses it has waived and/or reimbursed until the end of the third fiscal year after the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations. This recoupment could reduce the Fund's future total return.

*   Reflects 2.25% front-end sales charge.

**   Reflects maximum CDSC of 5.00%.

***   Reflects maximum CDSC of 1.00%.

HighMark® Funds 35

disclosure of fund expenses (unaudited)

We believe it is important for you to understand the impact of fees regarding your investment. All mutual funds have operating expenses. As a shareholder of a mutual fund, you incur two types of costs: (1) transaction costs, which include, as applicable, redemption fees; and (2) ongoing costs, which include costs for portfolio management, administrative services, distribution fees and shareholder reports (like this one), among others. Operating expenses, which are deducted from a mutual fund’s gross income, directly reduce the investment return of the mutual fund. A mutual fund’s expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing fees (in dollars) of investing in each Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

The table below illustrates each Fund's costs in two ways.

●   Actual Fund return. This section helps you to estimate the actual expenses after fee waivers that you paid over the period. The“Ending Account Value” shown is derived from the Fund’s actual return, and the fourth column shows the dollar amount that would have been paid by an investor who started with $1,000 in the Fund. You may use the information here, together with the amount you invested, to estimate the expenses that you paid over the period.

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multi-ply the result by the number given for your Fund under the heading “Expenses Paid During Period.”

●   Hypothetical 5% return. This section is intended to help you compare each Fund’s costs with those of other mutual funds. Itassumes that the Fund had a return of 5% before expenses during the year, but that the expense ratio is unchanged. In this case, because the return used is not the Fund’s actual return, the results do not apply to your investment. The example is useful in making comparisons because the Securities and Exchange Commission (“SEC”) requires all mutual funds to calculate expenses based on a 5% return. You can assess each Fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other mutual funds.

Please note that the expenses shown in the table are meant to highlight and help you compare ongoing costs only and do not reflect any transactional costs such as sales charges (loads), and redemption fees, which are described in each Fund’s prospectus. If these fees were applied to your account, your costs would be higher.

	Beginning		Ending		Net			Expenses			Beginning		Ending		Net			Expenses
	Account		Account		Annualized			Paid			Account		Account		Annualized			Paid
	Value at		Value at		Expense			During			Value at		Value at		Expense			During
	2/1/2013		7/31/2013		Ratios			Period*			2/1/2013		7/31/2013		Ratios			Period*
Balanced Fund										Enhanced Growth Fund
Actual Fund Return										Actual Fund Return
Fiduciary Shares	$	1,000.00	$	1,053.40		0.99	%	$	5.04	Fiduciary Shares	$	1,000.00	$	1,107.80		1.17	%	$	6.11
Class A Shares		1,000.00		1,051.60		1.24	%		6.31	Class A Shares		1,000.00		1,106.50		1.45	%		7.57
Class B Shares		1,000.00		1,048.90		1.84	%		9.35	Class C Shares		1,000.00		1,103.10		2.05	%		10.69
Class C Shares		1,000.00		1,049.00		1.84	%		9.35	Class M Shares		1,000.00		1,108.50		1.05	%		5.49
Hypothetical										Hypothetical
Fiduciary Shares	$	1,000.00	$	1,019.89		0.99	%	$	4.96	Fiduciary Shares	$	1,000.00	$	1,019.14		1.17	%	$	5.86
Class A Shares		1,000.00		1,018.65		1.24	%		6.21	Class A Shares		1,000.00		1,017.60		1.45	%		7.25
Class B Shares		1,000.00		1,015.67		1.84	%		9.20	Class C Shares		1,000.00		1,014.63		2.05	%		10.24
Class C Shares		1,000.00		1,015.67		1.84	%		9.20	Class M Shares		1,000.00		1,019.59		1.05	%		5.26
Cognitive Value Fund										Equity Income Fund
Actual Fund Return										Actual Fund Return
Fiduciary Shares	$	1,000.00	$	1,133.40		1.14	%	$	6.03	Fiduciary Shares	$	1,000.00	$	1,144.40		0.90	%	$	4.79
Class A Shares		1,000.00		1,131.50		1.47	%		7.77	Class A Shares		1,000.00		1,143.50		1.15	%		6.11
Class C Shares		1,000.00		1,127.90		2.07	%		10.92	Class B Shares		1,000.00		1,139.40		1.75	%		9.28
Class M Shares		1,000.00		1,133.40		1.07	%		5.66	Class C Shares		1,000.00		1,140.40		1.75	%		9.29
Hypothetical										Hypothetical
Fiduciary Shares	$	1,000.00	$	1,019.14		1.14	%	$	5.71	Fiduciary Shares	$	1,000.00	$	1,020.33		0.90	%	$	4.51
Class A Shares		1,000.00		1,017.50		1.47	%		7.35	Class A Shares		1,000.00		1,019.09		1.15	%		5.76
Class C Shares		1,000.00		1,014.53		2.07	%		10.34	Class B Shares		1,000.00		1,016.12		1.75	%		8.75
Class M Shares		1,000.00		1,019.49		1.07	%		5.36	Class C Shares		1,000.00		1,016.12		1.75	%		8.75

36 HighMark®Funds

	Beginning		Ending		Net			Expenses			Beginning		Ending		Net			Expenses
	Account		Account		Annualized			Paid			Account		Account		Annualized			Paid
	Value at		Value at		Expense			During			Value at		Value at		Expense			During
	2/1/2013		7/31/2013		Ratios			Period*			2/1/2013		7/31/2013		Ratios			Period*
Geneva Mid Cap Growth Fund										NYSE Arca Tech 100 Index Fund
Actual Fund Return										Actual Fund Return
Fiduciary Shares	$	1,000.00	$	1,111.90		1.13	%	$	5.92	Fiduciary Shares	$	1,000.00	$	1,123.50		0.82	%	$	4.32
Class A Shares		1,000.00		1,110.70		1.38	%		7.22	Class A Shares		1,000.00		1,121.90		1.08	%		5.68
Class B Shares		1,000.00		1,107.20		1.98	%		10.34	Class B Shares		1,000.00		1,118.60		1.68	%		8.82
Class C Shares		1,000.00		1,107.20		1.98	%		10.34	Class C Shares		1,000.00		1,118.80		1.68	%		8.83
Hypothetical										Hypothetical
Fiduciary Shares	$	1,000.00	$	1,019.19		1.13	%	$	5.66	Fiduciary Shares	$	1,000.00	$	1,020.78		0.82	%	$	4.11
Class A Shares		1,000.00		1,017.95		1.38	%		6.90	Class A Shares		1,000.00		1,019.44		1.08	%		5.41
Class B Shares		1,000.00		1,014.98		1.98	%		9.89	Class B Shares		1,000.00		1,016.46		1.68	%		8.40
Class C Shares		1,000.00		1,014.98		1.98	%		9.89	Class C Shares		1,000.00		1,016.46		1.68	%		8.40
Geneva Small Cap Growth Fund										Small Cap Core Fund
Actual Fund Return										Actual Fund Return
Fiduciary Shares	$	1,000.00	$	1,179.70		1.36	%	$	7.35	Fiduciary Shares	$	1,000.00	$	1,151.20		1.32	%	$	7.04
Class A Shares		1,000.00		1,178.30		1.62	%		8.75	Class A Shares		1,000.00		1,149.80		1.62	%		8.64
Class C Shares		1,000.00		1,174.80		2.22	%		11.97	Class C Shares		1,000.00		1,146.20		2.22	%		11.81
Hypothetical										Hypothetical
Fiduciary Shares	$	1,000.00	$	1,018.05		1.36	%	$	6.80	Fiduciary Shares	$	1,000.00	$	1,018.25		1.32	%	$	6.61
Class A Shares		1,000.00		1,016.76		1.62	%		8.10	Class A Shares		1,000.00		1,016.76		1.62	%		8.10
Class C Shares		1,000.00		1,013.79		2.22	%		11.08	Class C Shares		1,000.00		1,013.79		2.22	%		11.08
International Opportunities Fund										Value Fund
Actual Fund Return										Actual Fund Return
Fiduciary Shares	$	1,000.00	$	1,012.30		1.21	%	$	6.04	Fiduciary Shares	$	1,000.00	$	1,120.70		0.99	%	$	5.21
Class A Shares		1,000.00		1,010.90		1.38	%		6.88	Class A Shares		1,000.00		1,119.00		1.25	%		6.57
Class C Shares		1,000.00		1,008.20		2.08	%		10.36	Class B Shares		1,000.00		1,116.20		1.85	%		9.71
Class M Shares		1,000.00		1,013.70		1.08	%		5.39	Class C Shares		1,000.00		1,115.70		1.85	%		9.70
Hypothetical										Class U Shares		1,000.00		1,121.40		0.85	%		4.47
Fiduciary Shares	$	1,000.00	$	1,018.79		1.21	%	$	6.06	Hypothetical
Class A Shares		1,000.00		1,017.95		1.38	%		6.90	Fiduciary Shares	$	1,000.00	$	1,019.89		0.99	%	$	4.96
Class C Shares		1,000.00		1,014.48		2.08	%		10.39	Class A Shares		1,000.00		1,018.60		1.25	%		6.26
Class M Shares		1,000.00		1,019.44		1.08	%		5.41	Class B Shares		1,000.00		1,015.62		1.85	%		9.25
Large Cap Core Equity Fund										Class C Shares		1,000.00		1,015.62		1.85	%		9.25
Actual Fund Return										Class U Shares		1,000.00		1,020.58		0.85	%		4.26
Fiduciary Shares	$	1,000.00	$	1,127.00		0.93	%	$	4.90	Bond Fund
Class A Shares		1,000.00		1,125.80		1.22	%		6.43	Actual Fund Return
Class C Shares		1,000.00		1,122.10		1.82	%		9.58	Fiduciary Shares	$	1,000.00	$	984.7		0.72	%	$	3.54
Hypothetical										Class A Shares		1,000.00		983.2		0.97	%		4.77
Fiduciary Shares	$	1,000.00	$	1,020.18		0.93	%	$	4.66	Class B Shares		1,000.00		979.7		1.65	%		8.10
Class A Shares		1,000.00		1,018.74		1.22	%		6.11	Class C Shares		1,000.00		981.1		1.40	%		6.88
Class C Shares		1,000.00		1,015.77		1.82	%		9.10	Hypothetical
Large Cap Growth Fund										Fiduciary Shares	$	1,000.00	$	1,021.22		0.72	%	$	3.61
Actual Fund Return										Class A Shares		1,000.00		1,019.98		0.97	%		4.86
Fiduciary Shares	$	1,000.00	$	1,083.50		1.01	%	$	5.22	Class B Shares		1,000.00		1,016.61		1.65	%		8.25
Class A Shares		1,000.00		1,082.40		1.27	%		6.56	Class C Shares		1,000.00		1,017.85		1.40	%		7.00
Class B Shares		1,000.00		1,078.50		1.87	%		9.64	California Intermediate Tax-Free Bond Fund
Class C Shares		1,000.00		1,078.30		1.87	%		9.64	Actual Fund Return
Hypothetical										Fiduciary Shares	$	1,000.00	$	976.9		0.54	%	$	2.65
Fiduciary Shares	$	1,000.00	$	1,019.79		1.01	%	$	5.06	Class A Shares		1,000.00		975.6		0.79	%		3.87
Class A Shares		1,000.00		1,018.50		1.27	%		6.36	Class C Shares		1,000.00		973.3		1.24	%		6.07
Class B Shares		1,000.00		1,015.52		1.87	%		9.35	Hypothetical
Class C Shares		1,000.00		1,015.52		1.87	%		9.35	Fiduciary Shares	$	1,000.00	$	1,022.12		0.54	%	$	2.71
										Class A Shares		1,000.00		1,020.88		0.79	%		3.96
										Class C Shares		1,000.00		1,018.65		1.24	%		6.21

HighMark® Funds 37

disclosure of fund expenses (unaudited) (concluded)

	Beginning		Ending		Net			Expenses
	Account		Account		Annualized			Paid
	Value at		Value at		Expense			During
	2/1/13		7/31/13		Ratios			Period*
National Intermediate Tax-Free Bond Fund
Actual Fund Return
Fiduciary Shares	$	1,000.00	$	980.20		0.52	%	$	2.55
Class A Shares		1,000.00		978.90		0.77	%		3.78
Class C Shares		1,000.00		975.90		1.22	%		5.98
Hypothetical
Fiduciary Shares	$	1,000.00	$	1,022.22		0.52	%	$	2.61
Class A Shares		1,000.00		1,020.98		0.77	%		3.86
Class C Shares		1,000.00		1,018.74		1.22	%		6.11
Short Term Bond Fund
Actual Fund Return
Fiduciary Shares	$	1,000.00	$	998.10		0.59	%	$	2.92
Class A Shares		1,000.00		995.80		0.85	%		4.21
Class C Shares		1,000.00		994.60		1.30	%		6.43
Hypothetical
Fiduciary Shares	$	1,000.00	$	1,021.87		0.59	%	$	2.96
Class A Shares		1,000.00		1,020.58		0.85	%		4.26
Class C Shares		1,000.00		1,018.35		1.30	%		6.51
Wisconsin Tax-Exempt Fund
Actual Fund Return
Fiduciary Shares	$	1,000.00	$	968.20		0.65	%	$	3.17
Class A Shares		1,000.00		967.00		0.90	%		4.39
Class B Shares		1,000.00		963.60		1.60	%		7.79
Class C Shares		1,000.00		963.90		1.35	%		6.57
Hypothetical
Fiduciary Shares	$	1,000.00	$	1,021.57		0.65	%	$	3.26
Class A Shares		1,000.00		1,020.33		0.90	%		4.51
Class B Shares		1,000.00		1,016.86		1.60	%		8.00
Class C Shares		1,000.00		1,018.10		1.35	%		6.76

__________________________________________

* Expenses are equal to the fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one half year period).

38 HighMark®Funds

schedule of investments

July 31, 2013

balanced fund

Description	Shares		Value		Description	Shares/Par		Value
Common Stock - 57.2%†					Common Stock - (continued)†
Consumer Discretionary - 6.4%					Industrial - 9.4%
Dick’s Sporting Goods		6,355	$	326,711	Boeing		2,660	$	279,566
Dollar Tree *		5,535		296,953	Danaher		12,970		873,400
PetSmart		2,780		203,552	Honeywell International		2,585		214,503
Sally Beauty Holdings *		11,620		354,526	JB Hunt Transport Services		5,240		392,633
Target		4,020		286,425	Kansas City Southern		2,140		230,585
TJX Companies		7,140		371,566	Pall		3,610		252,556
Yum! Brands		4,435		323,400	Stericycle *		3,380		391,877
					United Parcel Service, Cl B		1,580		137,144
				2,163,133	WW Grainger		1,550		406,317
Consumer Staples - 5.1%
									3,178,581
Altria Group		2,715		95,188	Information Technology - 9.6%
Anheuser-Busch InBev NV, SP ADR		1,990		190,463
Coca-Cola		4,695		188,176	Accenture, Cl A ‡		4,045		298,561
Costco Wholesale		2,535		297,330	Analog Devices		10,635		524,944
Kraft Foods Group		1,896		107,276	ANSYS *		3,645		291,017
Mondelez International, Cl A		5,105		159,633	Apple		645		291,862
Philip Morris International		4,430		395,067	EMC		19,235		502,995
Procter & Gamble		3,805		305,541	FEI		2,180		168,841
					Google, Cl A *		300		266,280
				1,738,674	International Business Machines		610		118,974
Energy - 4.6%					Microsoft		12,635		402,172
					Qualcomm		5,585		360,512
Cameron International *		3,695		219,113
Chevron		1,155		145,403					3,226,158
EOG Resources		1,455		211,688	Materials - 4.2%
ExxonMobil		2,980		279,375
Halliburton		5,900		266,621	Ecolab		8,885		818,664
Occidental Petroleum		2,840		252,902	Praxair		4,915		590,636
Schlumberger		2,305		187,466
									1,409,300
				1,562,568
Financials - 8.9%					Utilities - 0.6%

American Tower REIT	6,385	451,994	ITC Holdings		2,140	196,388
Arch Capital Group * ‡	5,750	311,362	Total Common Stock
Charles Schwab	9,350	206,541
Citigroup	6,465	337,085	(Cost $14,807,328)			19,312,974
US Bancorp	18,205	679,411
Wells Fargo	23,255	1,011,592
			Corporate Obligations - 15.4%
		2,997,985
			Consumer Discretionary - 0.9%
			Comcast
			5.700%, 07/01/19	$	50,000	58,669
			TCI Communications
Health Care - 8.4%			7.125%, 02/15/28		100,000	128,478
Agilent Technologies	4,540	203,074	Time Warner Entertainment
Allergan	2,410	219,599	8.375%, 03/15/23		100,000	117,200
Amgen	1,820	197,088
Baxter International	2,645	193,191				304,347
Covidien ‡	4,335	267,166
Eli Lilly	2,615	138,883
Gilead Sciences *	3,275	201,249	Consumer Staples - 1.4%
Johnson & Johnson	5,345	499,757	Clorox
Merck	6,080	292,874	3.050%, 09/15/22		125,000	119,384
Pfizer	13,697	400,363	CVS Caremark
Teva Pharmaceutical Industries, SP ADR	3,435	136,370	2.750%, 12/01/22		125,000	117,849
			Kroger
Vertex Pharmaceuticals *	1,135	90,573	3.400%, 04/15/22		125,000	122,564
		2,840,187

The accompanying notes are an integral part of the financial statements.

HIGHMARK® FUNDS 39

schedule of investments

July 31, 2013

balanced fund (continued)

Description	Par		Value		Description	Par		Value
Corporate Obligations - (continued)					Corporate Obligations - (continued)
Consumer Staples - (continued)					Financials - (continued)
Walgreen					Ford Motor Credit
3.100%, 09/15/22	$	125,000	$	119,303	5.000%, 05/15/18	$	100,000	$	108,413
					General Electric Capital, MTN
				479,100	2.300%, 04/27/17		125,000		126,829
Energy - 1.9%					JPMorgan Chase
					4.250%, 10/15/20		125,000		131,617
Cimarex Energy					Lehman Brothers Holdings, MTN (B)
5.875%, 05/01/22		35,000		36,225	0.000%, 12/01/49		125,000		31,094
El Paso Pipeline Partners Operating					NASDAQ OMX Group
5.000%, 10/01/21		60,000		64,693	5.250%, 01/16/18		50,000		54,128
Energy Transfer Partners					Toronto-Dominion Bank, MTN
9.700%, 03/15/19		100,000		129,960	1.400%, 04/30/18		100,000		97,384
Kinder Morgan Energy Partners					Wells Fargo
3.950%, 09/01/22		75,000		74,753	5.625%, 12/11/17		50,000		57,376
Magellan Midstream Partners					1.500%, 01/16/18		70,000		68,397
6.550%, 07/15/19		100,000		119,127	Westpac Banking
Petrobras International Finance					2.250%, 07/30/18		75,000		74,855
3.875%, 01/27/16		125,000		128,965
Petrohawk Energy									2,094,139
7.875%, 06/01/15		61,000		62,067	Health Care - 1.0%
7.250%, 08/15/18		35,000		38,325
					AbbVie (A)
				654,115	2.900%, 11/06/22		25,000		23,759
Financials - 6.2%					1.200%, 11/06/15		75,000		75,285
					Baxter International
American International Group					3.200%, 06/15/23		100,000		97,977
4.250%, 09/15/14		150,000		155,408	Gilead Sciences
Bank of America, MTN					4.400%, 12/01/21		25,000		26,764
5.650%, 05/01/18		100,000		112,414	Laboratory Corp of America Holdings
Bank of New York Mellon, MTN					4.625%, 11/15/20		50,000		52,491
1.350%, 03/06/18		75,000		72,966	Wellpoint
Bank of Nova Scotia					6.000%, 02/15/14		58,000		59,639
1.450%, 04/25/18		70,000		68,083
BB&T, MTN									335,915
2.150%, 03/22/17		50,000		50,579	Industrial - 1.5%
2.050%, 06/19/18		50,000		49,767
Berkshire Hathaway					British Airways (A)
3.000%, 02/11/23		125,000		121,327	4.625%, 06/20/24		120,000		121,825
Berkshire Hathaway Finance					Burlington Northern Santa Fe
5.400%, 05/15/18		50,000		58,002	3.450%, 09/15/21		125,000		126,781
Boston Properties					Continental Airlines Pass Through
4.125%, 05/15/21		125,000		129,041	Trust, Ser 2010-1, Cl A
BP Capital Markets PLC					4.750%, 01/12/21		66,907		72,260
1.375%, 11/06/17		125,000		122,575	Delta Air Lines Pass Through Trust,
Capital One Financial					Ser 2011-1, Cl A
4.750%, 07/15/21		125,000		133,134	5.300%, 04/15/19		88,413		95,928
1.000%, 11/06/15		25,000		24,829	United Technologies
Citigroup					3.100%, 06/01/22		25,000		24,783
1.750%, 05/01/18		125,000		120,717	US Airways Pass Through Trust
ERP Operating					Ser 2013-1, Cl A
3.000%, 04/15/23		25,000		23,210	3.950%, 11/15/25		75,000		71,625
Fifth Third Bank
1.450%, 02/28/18		105,000		101,994					513,202

The accompanying notes are an integral part of the financial statements.

40 HIGHMARK® FUNDS

schedule of investments

July 31, 2013

balanced fund (continued)

Description	Par		Value		Description	Par		Value
Corporate Obligations - (continued)					U.S. Government Agency Mortgage-Backed
Information Technology - 0.9%					Obligations - (continued)
Hewlett-Packard					FNMA (continued)
4.375%, 09/15/21	$	125,000	$	124,419	5.000%, 03/01/34	$	54,200	$	58,549
International Business Machines					4.500%, 02/01/19		27,481		29,275
6.500%, 01/15/28		50,000		62,276	4.500%, 05/01/19		70,224		74,819
3.375%, 08/01/23		50,000		49,839	4.500%, 06/01/30		230,144		244,807
Xerox					4.000%, 09/01/18		6,829		7,241
2.950%, 03/15/17		50,000		51,468	4.000%, 01/01/26		44,521		47,159
					3.500%, 09/01/25		61,726		64,747
				288,002	3.500%, 10/01/26		73,719		77,321
Materials - 1.0%					GNMA
					7.000%, 02/15/26		10,367		11,701
Ball					7.000%, 10/15/27		10,600		12,457
7.375%, 09/01/19		65,000		70,362	7.000%, 03/15/29		13,607		15,348
6.750%, 09/15/20		25,000		27,062	6.500%, 05/15/28		9,744		10,370
Dow Chemical					6.500%, 01/15/29		3,840		3,974
4.250%, 11/15/20		75,000		79,358	6.000%, 04/15/29		28,837		32,162
Georgia-Pacific					Total U.S. Government Agency
8.000%, 01/15/24		100,000		129,655
Rio Tinto Finance USA					Mortgage-Backed Obligations
6.500%, 07/15/18		25,000		29,317	(Cost $1,107,900)				1,138,135
				335,754
Telecommunication Services - 0.6%					Mortgage-Backed Securities - 1.1%
					Chase Mortgage Finance,
AT&T					Ser 2004-S1, CI A3
2.625%, 12/01/22		50,000		45,670	5.500%, 02/25/19		24,690		24,801
Verizon Maryland					CS First Boston Mortgage Securities,
8.000%, 10/15/29		75,000		90,087	Ser 2005-C1, Cl A4 (C)
Verizon New England					5.014%, 02/15/38		144,157		150,197
7.875%, 11/15/29		50,000		61,219	DBUBS Mortgage Trust,
					Ser 2011-LC1A, Cl A1 (A)
				196,976	3.742%, 11/10/46		70,928		75,122
Total Corporate Obligations					Morgan Stanley Capital I,
					Ser 2003-T11, Cl A4
(Cost $5,228,614)				5,201,550	5.150%, 06/13/41		4,955		4,951
					Sequoia Mortgage Trust,
					Ser 2012-2, Cl A2 (C)
U.S. Government Agency Mortgage-Backed Obligations - 3.4%					3.500%, 04/25/42		33,594		33,003
FHLMC Gold					Sequoia Mortgage Trust,
6.000%, 09/01/17		18,805		19,910	Ser 2012-1, Cl 2A1 (C)
5.000%, 10/01/20		8,128		8,645	3.474%, 01/25/42		22,062		22,346
4.500%, 05/01/19		9,961		10,557	Sequoia Mortgage Trust,
4.500%, 07/01/23		15,317		16,198	Ser 2013-1, Cl 1A1 (C)
4.500%, 07/01/25		119,830		128,127	1.450%, 02/25/43		52,091		50,270
FNMA					Wells Fargo Mortgage Backed
8.000%, 05/01/25		9,519		9,884	Securities Trust,
7.000%, 07/01/26		11,646		12,561	Ser 2003-M, Cl A1 (C)
7.000%, 12/01/27		8,154		9,345	4.694%, 12/25/33		11,427		11,456
6.500%, 05/01/14		1,658		1,669	Total Mortgage-Backed Securities
6.500%, 01/01/28		6,096		6,877
6.000%, 02/01/17		21,258		22,526	(Cost $363,072)				372,146
6.000%, 03/01/28		9,141		10,101
5.500%, 12/01/17		22,070		23,529
5.500%, 07/01/23		113,221		123,105
5.000%, 11/01/18		3,553		3,787
5.000%, 09/01/25		38,472		41,384

The accompanying notes are an integral part of the financial statements.

HIGHMARK® FUNDS 41

schedule of investments

July 31, 2013

balanced fund (continued)

Description	Par		Value		Description	Par		Value
U.S. Government Agency Obligations - 0.4%					U.S. Treasury Obligations - (continued)
KE Export Leasing 2011-II (C)					U.S. Treasury Notes
0.490%, 05/19/24	$	50,000	$	49,938	0.750%, 03/31/18	$	25,000	$	24,389
MSN Air (Guaranteed by Export-					U.S. Treasury Notes
Import Bank of the United States)					0.625%, 04/30/18		300,000		290,438
1.631%, 12/14/24		96,182		91,875	U.S. Treasury Notes
Total U.S. Government Agency Obligations					0.500%, 06/15/16		1,350,000		1,347,363
					Total U.S. Treasury Obligations
(Cost $95,899)				141,813
					(Cost $3,399,033)				3,363,980
Asset-Backed Securities - 3.0%
AEP Texas Central Transition Funding,					Taxable Municipal Bonds - 1.0%
Ser 2012-1, Cl A1					California - 1.0%
0.880%, 12/01/18		140,333		140,423	California State, Public School
Ally Master Owner Trust,					Improvements, Build America
Ser 2011-1, Cl A2					Bonds, Taxable, GO
2.150%, 01/15/16		150,000		151,006	6.200%, 10/01/19		75,000		88,043
American Express Credit Account					Los Angeles, Department of Water &
Secured Note Trust,					Power Revenue, Build America
Ser 2012-4, Cl A (C)					Bonds, Taxable, RB
0.431%, 05/15/20		75,000		74,776	6.574%, 07/01/45		50,000		63,088
ARI Fleet Lease Trust,					Metropolitan Water District of
Ser 2012-B, Cl A (A) (C)					Southern California, Build America
0.491%, 01/15/21		67,398		67,276	Bonds, Taxable, RB
Avis Budget Rental Car Funding					6.947%, 07/01/40		150,000		174,028
AESOP, Ser 2011-1A, Cl A (A)					Total Taxable Municipal Bonds
1.850%, 11/20/14		100,000		100,240
CAL Funding II,					(Cost $297,883)				325,159
Ser 2012-1A, Cl A (A)
3.470%, 10/25/27		50,875		50,799
Enterprise Fleet Financing,					Senior Loan Note - 0.1%
Ser 2013-1, Cl A2 (A)					Consumer Staples - 0.1%
0.680%, 09/20/18		70,000		69,814	H.J. Heinz, Term Loan
Hertz Vehicle Financing,					3.250%, 06/07/19 (C)		30,000		30,162
Ser 2011-1A, Cl A1 (A)					Total Senior Loan Note
2.200%, 03/25/16		100,000		101,729
Honda Auto Receivables Owner Trust,					(Cost $29,852)				30,162
Ser 2011-1, Cl A3
1.130%, 10/15/14		108,832		108,912
SLM Student Loan Trust,					Repurchase Agreement - 8.6%
Ser 2011-A, Cl A1 (A) (C)					Deutsche Bank Securities
1.191%, 10/15/24		60,255		60,379	0.080%, dated 07/31/13, matures
World Omni Auto Receivables Trust,					on 08/01/13, repurchase price
Ser 2011-A, Cl A4					$2,916,799 (collateralized by a U.S.
1.910%, 04/15/16		75,000		75,903	Treasury Obligation, par value
Total Asset-Backed Securities					$3,197,800, 1.75%, 05/15/2023,
					total market value $2,975,171)		2,916,793		2,916,793
(Cost $999,587)				1,001,257	Total Repurchase Agreement
					(Cost $2,916,793)				2,916,793
U.S. Treasury Obligations - 10.0%					Total Investments - 100.2%
U.S. Treasury Notes
2.000%, 02/15/23		355,000		338,415	(Cost $29,245,961)				33,803,969
1.375%, 05/31/20		830,000		798,032	Other Assets & Liabilities, Net - (0.2)%
1.000%, 05/31/18		500,000		492,031					(57,464	)
0.750%, 02/28/18		75,000		73,312
					Net Assets - 100.0%			$	33,746,505

The accompanying notes are an integral part of the financial statements.

42 HIGHMARK® FUNDS

schedule of investments

July 31, 2013

balanced fund (concluded)

*	Non-income producing security.	Cl	- Class
‡	This company is domiciled outside of the United States. The security’s	FHLMC	- Federal Home Loan Mortgage Corporation
	functional currency is the United States dollar.	FNMA	- Federal National Mortgage Association
†	Narrow industries are utilized for compliance purposes, whereas broad	GNMA	- Government National Mortgage Association
	sectors are utilized for reporting.	GO	- General Obligation
(A)	Securities sold within the terms of a private placement memorandum,	MTN	- Medium Term Note
	exempt from registration under Section 3(a)-4, 4(2) or Rule 144A of the	PLC	- Public Liability Company
	Securities Act of 1933, as amended, and may be sold only to the dealers	RB	- Revenue Bond
	in that program or other “accredited investors”. The values of these	REIT	- Real Estate Investment Trust
	securities as of July 31, 2013 were $746,228 and represented 2.2% of net	Ser	- Series
	assets.	SP ADR	- Sponsored American Depositary Receipt
(B)	The issuer is in default of certain debt covenants. Income is not being accrued. As of July 31, 2013, the value of these securities amounted to $31,094, which represents 0.1% of net assets.
(C)	Floating rate security. Rate disclosed is as of July 31, 2013. For senior loan notes, the rate shown may represent a weighted average interest rate.

A summary of the inputs used to value the Fund’s net assets as of July 31, 2013 is as follows (see Note 2 - significant accounting policies in the notes to financial statements):

	TotalFair Value at 07/31/13		Level 1 Quoted Price		Level2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Common Stock **	$	19,312,974	$	19,312,974	$	—	$	—
Corporate Obligations		5,201,550		—		5,201,550		—
U.S. Government Agency Mortgage-Backed Obligations		1,138,135		—		1,138,135		—
Mortgage-Backed Securities		372,146		—		372,146		—
U.S. Government Agency Obligations		141,813		—		141,813		—
Asset-Backed Securities		1,001,257		—		1,001,257		—
U.S. Treasury Obligations		3,363,980		—		3,363,980		—
Taxable Municipal Obligations		325,159		—		325,159		—
Senior Loan Note		30,162		—		30,162		—
Repurchase Agreement		2,916,793		—		2,916,793		—
Total:	$	33,803,969	$	19,312,974	$	14,490,995	$	—
** See schedule of investments detail for industry breakout.

The accompanying notes are an integral part of the financial statements.

HIGHMARK® FUNDS 43

schedule of investments

July 31, 2013

cognitive value fund

Description	Shares		Value		Description	Shares		Value
Common Stock - 96.7%†					Common Stock - (continued)†
Consumer Discretionary - 12.3%					Financials - (continued)
Big 5 Sporting Goods		47,568	$	964,203	Franklin Street Properties REIT		64,400	$	857,164
Brown Shoe		36,994		879,347	Hanmi Financial *		43,600		741,200
Crown Crafts		70,666		472,755	Home Loan Servicing Solutions ‡		50,700		1,269,021
CSS Industries		36,437		970,317	MBIA *		100,400		1,355,400
EW Scripps, Cl A *		25,100		416,911	Merchants Bancshares		1,400		43,456
Kirkland’s *		14,000		246,120	Metro Bancorp *		35,200		769,472
Marriott Vacations Worldwide *		62,100		2,732,400	Mission West Properties REIT ^		45,500		—
MDC Holdings		49,400		1,563,016	Montpelier Re Holdings ‡		55,800		1,507,158
Stoneridge *		118,700		1,433,896	Nicholas Financial		31,350		488,120
Texas Roadhouse		42,400		1,036,256	Northrim BanCorp		8,300		211,816
Trans World Entertainment		137,900		689,500	One Liberty Properties REIT		9,100		211,393
Unifi *		13,217		303,198	Parkway Properties REIT		49,300		862,750
Universal Electronics *		5,150		158,775	Resource America, Cl A		15,045		124,873
					Sandy Spring Bancorp		5,691		139,088
				11,866,694	Trico Bancshares		6,261		135,613
Consumer Staples - 1.3%					Universal Insurance Holdings		105,330		827,894
					WesBanco		51,800		1,525,510
Chiquita Brands International *		24,800		299,584	WSFS Financial		18,001		1,071,600
Inter Parfums		4,220		139,176
John B Sanfilippo & Son		2,700		58,266					27,056,051
Oil-Dri		7,000		223,020	Health Care - 4.6%
Sanderson Farms		2,700		190,728
Universal		6,500		398,450	Addus HomeCare *		49,500		972,180
					Albany Molecular Research *		53,371		678,345
				1,309,224	Five Star Quality Care *		5,900		34,928
Energy - 6.8%					Lannett *		35,959		499,471
					National Healthcare		12,500		600,375
Adams Resources & Energy		5,700		381,159	Providence Service *		21,700		598,269
Carrizo Oil & Gas *		39,200		1,241,464	VCA Antech *		35,700		1,026,732
Gran Tierra Energy * ‡		31,700		194,955
Green Plains Renewable Energy *		29,400		486,864					4,410,300
Hallador Energy		98,800		778,544	Industrial - 19.9%
Matrix Service *		29,100		461,235
Natural Gas Services Group *		3,400		82,790	Alliant Techsystems		24,600		2,290,260
Renewable Energy Group *		186,894		2,911,809	Amerco		5,500		914,760
					American Electric Technologies *		41,700		308,580
				6,538,820	Comfort Systems USA		25,500		393,975
Financials - 28.0%					Eastern		1,001		16,737
					Exelis		138,400		2,045,552
Amtrust Financial Services		34,031		1,416,710	Geo Group		75,100		2,607,472
Aspen Insurance Holdings ‡		25,500		955,995	Hyster-Yale Materials Handling		7,400		481,074
Banner		36,100		1,338,588	Kimball International, Cl B		108,294		1,190,151
Cedar Realty Trust REIT		237,604		1,316,326	Lindsay		30,000		2,253,000
Central Pacific Financial		96,200		1,788,358	NACCO Industries, Cl A		17,900		1,097,807
Century Bancorp, Cl A		3,200		113,824	Navios Maritime Holdings ‡		182,400		1,019,616
CoBiz Financial		22,500		225,900	Pike Electric		38,216		466,617
Corrections Corp of America REIT		33,500		1,107,175	Saia *		11,500		344,310
DuPont Fabros Technology REIT		28,600		655,226	SL Industries		19,200		556,800
Eastern Insurance Holdings		32,121		627,323	Trinity Industries		64,900		2,555,113
Farmers Capital Bank *		11,100		271,062	Viad		30,800		740,740
FBR *		30,100		863,569
Fifth Street Finance		116,220		1,259,825					19,282,564
Financial Institutions		12,782		257,302	Information Technology - 11.4%
First Defiance Financial		2,100		55,440
First Interstate Bancsystem		48,921		1,153,068	AOL		57,400		2,114,616
First Merchants		80,600		1,508,832	CSP		28,000		244,440

The accompanying notes are an integral part of the financial statements.

44 HIGHMARK® FUNDS

schedule of investments

July 31, 2013

cognitive value fund (concluded)

Description	Shares		Value		Description	Shares/Par		Value
Common Stock - (continued)†					Registered Investment Companies - 2.4%
Information Technology - (continued)					iShares Russell 2000 Value Index
Electronics for Imaging *		16,000	$	480,480	Fund ETF		12,700	$	1,155,446
inTEST		44,568		177,381	Vanguard Small-Cap Value ETF		13,000		1,162,590
Key Tronic *		51,014		578,499	Total Registered Investment Companies
NetSol Technologies *		89,400		926,184
OmniVision Technologies *		78,000		1,268,280	(Cost $2,039,528)				2,318,036
Synaptics *		61,000		2,440,000
Vishay Intertechnology *		191,800		2,760,002
					Repurchase Agreement - 1.7%
				10,989,882	Deutsche Bank Securities
Materials - 5.9%					0.080%, dated 07/31/13, matures
					on 08/01/13, repurchase price
Cytec Industries		5,200		405,080	$1,681,870 (collateralized by a U.S.
Ferro *		59,900		391,147	Treasury obligation, par value
FutureFuel		178,500		2,818,515	$1,843,900, 1.750%, 05/15/23,
Greif, Cl A		8,900		492,348	total market value $1,715,529)	$	1,681,866		1,681,866
Olin		17,200		419,680	Total Repurchase Agreement
PH Glatfelter		17,800		471,166
Worthington Industries		20,545		734,895	(Cost $1,681,866)				1,681,866
					Total Investments - 100.8%
				5,732,831
Telecommunication Services - 2.0%					(Cost $91,156,077)				97,533,771
					Other Assets & Liabilities, Net - (0.8)%
Inteliquent		114,100		951,594					(752,191	)
USA Mobility		63,300		988,746
					Net Assets - 100.0%			$	96,781,580
				1,940,340
Utilities - 4.5%					*          Non-income producing security.
					^                 Security fair valued using methods determined in good faith by the
El Paso Electric		37,800		1,427,706	Valuation Committee of the Board of Trustees. The total value of these
PNM Resources		17,200		403,856	securities as of July 31, 2013 is $—.
Portland General Electric		30,700		973,190
UIL Holdings		29,400		1,200,696	‡           This company is domiciled outside of the United States. The security’s
UNS Energy		7,900		401,715	functional currency is the United States dollar.
					†            Narrow industries are utilized for compliance purposes, whereas broad sectors are utilized for reporting.
				4,407,163
Total Common Stock					Cl           - Class
					ETF       - Exchange Traded Fund
(Cost $87,434,683)				93,533,869	REIT      - Real Estate Investment Trust

A summary of the inputs used to value the Fund’s net assets as of July 31, 2013 is as follows (see Note 2 - significant accounting policies in the notes to financial statements):

	Total Fair Value at 07/31/13		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Common Stock **	$	93,533,869	$	93,533,869	$	—	$	—
Registered Investment Companies		2,318,036		2,318,036		—		—
Repurchase Agreement		1,681,866		—		1,681,866		—
Total:	$	97,533,771	$	95,851,905	$	1,681,866	$	—
**  See schedule of investments detail for industry breakout.

The accompanying notes are an integral part of the financial statements.

HIGHMARK® FUNDS 45

schedule of investments

July 31, 2013

enhanced growth fund

Description	Shares		Value		Description	Shares		Value
Common Stock - 98.9%†					Common Stock - (continued)†
Consumer Discretionary - 5.5%					Information Technology - (continued)
Amazon.com *		4,900	$	1,475,978	Adobe Systems *		7,100	$	335,688
Comcast, Cl A		20,000		901,600	Akamai Technologies *		12,400		585,280
Expedia		10,480		493,922	Alliance Data Systems *		4,000		791,120
HomeAway *		14,500		436,595	Altera		14,300		508,508
Priceline.com *		1,600		1,401,072	Amdocs		16,100		619,367
TripAdvisor *		3,300		247,566	Amphenol, Cl A		12,000		942,720
					Analog Devices		18,800		927,968
				4,956,733	AOL		12,000		442,080
Health Care - 8.0%					Apple		13,850		6,267,125
					Applied Materials		13,700		223,447
Alexion Pharmaceuticals *		3,000		348,690	Arrow Electronics *		8,200		374,330
Alkermes * ‡		5,000		167,900	Aruba Networks *		18,000		320,040
Alnylam Pharmaceuticals *		3,200		147,744	ASML Holding ‡		6,200		557,380
Amgen		6,500		703,885	Aspen Technology *		9,800		318,892
Ariad Pharmaceuticals *		6,000		111,480	Autodesk *		19,900		704,261
Array BioPharma *		19,800		131,868	Automatic Data Processing		4,300		309,987
Biogen Idec *		2,150		468,980	Avago Technologies ‡		6,300		231,084
BioMarin Pharmaceutical *		4,000		258,600	Baidu, SP ADR * ‡		1,600		211,696
Celgene *		4,400		646,184	Broadcom, Cl A		18,000		496,260
Cubist Pharmaceuticals *		3,500		218,155	Check Point Software Technologies * ‡		9,300		523,683
Enanta Pharmaceuticals *		7,800		143,052	Cisco Systems		113,000		2,887,150
Endocyte *		9,000		161,730	Cognizant Technology Solutions, Cl A *		19,200		1,389,888
Gilead Sciences *		11,000		675,950	CommVault Systems *		3,450		291,284
Idenix Pharmaceuticals *		16,000		62,880	Computer Sciences		19,000		905,540
Illumina *		2,000		159,640	Cree *		8,200		573,180
Immunomedics *		10,000		56,900	eBay *		44,000		2,274,360
Impax Laboratories *		5,000		103,700	Electronics for Imaging *		16,000		480,480
Incyte *		6,000		140,460	EMC		75,000		1,961,250
Infinity Pharmaceuticals *		4,000		84,720	Euronet Worldwide *		7,000		257,670
InterMune *		14,000		217,140	F5 Networks *		7,400		649,424
Isis Pharmaceuticals *		3,900		112,515	Facebook, Cl A *		7,800		287,274
Medivation *		1,500		86,805	Fidelity National Information Services		7,200		310,752
Merck		1,500		72,255	First Solar *		11,400		561,336
Mylan *		7,500		251,700	Fiserv *		7,800		750,672
NewLink Genetics *		4,000		71,840	Google, Cl A *		5,200		4,615,520
NuPathe *		29,000		81,490	Hewlett-Packard		21,710		557,513
Onyx Pharmaceuticals *		1,500		196,950	IAC/InterActiveCorp		12,700		642,747
Optimer Pharmaceuticals *		4,500		56,295	Intel		53,000		1,234,900
Questcor Pharmaceuticals		2,000		133,640	International Business Machines		13,550		2,642,792
Regeneron Pharmaceuticals *		300		81,018	Intuit		12,000		767,040
Sarepta Therapeutics *		1,000		37,020	KLA-Tencor		21,500		1,260,545
Seattle Genetics *		3,000		121,560	Lam Research *		13,400		659,548
Shire PLC ADR ‡		1,500		164,025	Linear Technology		26,700		1,082,952
United Therapeutics *		1,000		74,840	LinkedIn, Cl A *		3,800		774,402
Vertex Pharmaceuticals *		4,500		359,100	LSI		68,000		529,040
ViroPharma *		2,000		68,640	Manhattan Associates *		6,700		591,878
Vivus *		6,000		88,860	Marvell Technology Group ‡		45,000		583,650
Warner Chilcott, Cl A ‡		8,000		170,480	Maxim Integrated Products		35,900		1,026,740
					Micron Technology *		50,100		663,825
				7,238,691	Microsoft		102,600		3,265,758
Information Technology - 85.4%					Motorola Solutions		24,300		1,332,369
					NetApp		32,020		1,316,662
Accenture, Cl A ‡		25,000		1,845,250
Activision Blizzard		50,000		899,000

The accompanying notes are an integral part of the financial statements.

46 HIGHMARK® FUNDS

schedule of investments

July 31, 2013

enhanced growth fund (concluded)

Description	Shares		Value		Description	Par		Value
Common Stock - (continued)†					Repurchase Agreement - 4.4%
Information Technology - (continued)					Deutsche Bank Securities
NetSuite *		2,900	$	272,281	0.080%, dated 07/31/13, matures
NVIDIA		73,000		1,053,390	on 08/01/13, repurchase price
NXP Semiconductor NV * ‡		22,300		728,095	$3,941,107 (collateralized by a U.S.
Oracle		75,000		2,426,250	Treasury obligation, par value
Qualcomm		54,200		3,498,610	$4,320,800 1.750%, 05/15/23,
Red Hat *		15,200		786,904	total market value $4,019,989)	$	3,941,098	$	3,941,098
Salesforce.com *		26,500		1,159,375	Total Repurchase Agreement
Samsung Electronics, GDR ‡		2,350		1,346,550
Seagate Technology ‡		26,500		1,084,115	(Cost $3,941,098)				3,941,098
Siliconware Precision Industries, SP					Total Investments - 103.3%
ADR ‡		24,309		138,561
Sohu.com * ‡		2,800		174,916	(Cost $56,152,230)				93,011,274
Sourcefire *		6,200		467,666	Other Assets & Liabilities, Net - (3.3)%
Symantec		73,600		1,963,648					(2,949,936	)
Synaptics *		23,500		940,000
Synopsys *		6,000		222,240	Net Assets - 100.0%			$	90,061,338
Taiwan Semiconductor Manufacturing,
SP ADR ‡		56,000		950,880
TE Connectivity ‡		14,300		729,872
Texas Instruments		15,000		588,000	*                  Non-income producing security.
VeriSign *		18,500		885,040	‡                  This security is domiciled outside of the United States. The security’s
VMware, Cl A *		4,400		361,636	functional currency is the United States dollar.
Western Digital		7,000		450,660	†                  Narrow industries are utilized for compliance purposes, whereas broad
Workday *		1,500		102,435	sectors are utilized for reporting.
Xilinx		11,250		525,263
Yahoo! *		16,200		455,058
					ADR            - American Depositary Receipt
				76,874,752	Cl                - Class
Total Common Stock					GDR            - Global Depositary Receipt
					PLC            - Public Liability Company
(Cost $52,211,132)				89,070,176	SP ADR      - Sponsored American Depositary Receipt

A summary of the inputs used to value the Fund’s net assets as of July 31, 2013 is as follows (see Note 2 - significant accounting policies in the notes to financial statements):

	Total Fair Value at 07/31/13		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Common Stock **	$	89,070,176	$	89,070,176	$	—	$	—
Repurchase Agreement		3,941,098		—		3,941,098		—
Total:	$	93,011,274	$	89,070,176	$	3,941,098	$	—
**  See schedule of investments detail for industry breakout.

The accompanying notes are an integral part of the financial statements.

HIGHMARK® FUNDS 47

schedule of investments

July 31, 2013

equity income fund

Description	Shares		Value		Description	Shares		Value
Common Stock - 98.1%†					Common Stock - (continued)†
Consumer Discretionary - 6.9%					Industrial - 12.7%
DineEquity		4,599	$	320,412	Avery Dennison		6,601	$	295,262
Gannett		11,860		305,514	Boeing		5,305		557,556
Hasbro		8,275		380,650	Deluxe		9,882		405,261
Newell Rubbermaid		17,039		460,394	Eaton ‡		5,397		372,123
Target		4,330		308,513	General Electric		38,331		934,126
Time Warner		8,851		551,063	Lockheed Martin		3,831		460,180
					Northrop Grumman		4,631		426,330
				2,326,546	Raytheon		6,826		490,380
Consumer Staples - 5.0%					Steelcase, Cl A		20,566		313,426
Altria Group		15,113		529,861					4,254,644
Campbell Soup		11,003		514,940	Information Technology - 5.9%
Kimberly-Clark		2,266		223,881
PepsiCo		4,842		404,501	CA		12,995		386,471
					Cisco Systems		17,607		449,859
				1,673,183	Corning		19,432		295,172
Energy - 12.6%					Microsoft		12,830		408,379
					Texas Instruments		11,367		445,586
Chevron		12,054		1,517,478
ConocoPhillips		13,830		897,014					1,985,467
ExxonMobil		14,843		1,391,531	Materials - 1.4%
Williams		12,461		425,792
					International Paper		9,764		471,699
				4,231,815	Telecommunication Services - 3.5%
Financials - 30.9%
					AT&T		12,972		457,522
ACE ‡		4,116		376,120	Verizon Communications		14,176		701,428
Allstate		16,246		828,221
Annaly Capital Management REIT		33,865		403,671					1,158,950
Assurant		5,525		299,234	Utilities - 7.3%
Chimera Investment REIT		158,936		473,629
Chubb		5,125		443,313	CMS Energy		17,980		503,260
FirstMerit		31,442		704,930	DTE Energy		6,595		466,267
Goldman Sachs Group		2,863		469,618	Duke Energy		6,416		455,536
Home Properties REIT		6,130		391,155	Edison International		11,755		585,987
JPMorgan Chase		22,940		1,278,446	Southwest Gas		8,774		435,541
Macerich REIT		6,104		378,753
PartnerRe ‡		4,519		404,631					2,446,591
Rayonier REIT		8,088		472,663	Total Common Stock
Sterling Financial		24,849		659,244
Travelers		8,234		687,951	(Cost $25,712,825)				32,897,647
US Bancorp		19,259		718,746
Weingarten Realty Investors REIT		8,296		259,831
Wells Fargo		25,774		1,121,169	Registered Investment Companies - 1.9%
					Dreyfus Cash Management		284,754		284,754
				10,371,325	Vanguard Value ETF		4,754		338,723
Health Care - 11.9%					Total Registered Investment Companies
Becton Dickinson		4,744		492,047	(Cost $595,537)				623,477
Bristol-Myers Squibb		9,553		413,072	Total Investments - 100.0%
Eli Lilly		12,591		668,708
Johnson & Johnson		13,652		1,276,462	(Cost $26,308,362)				33,521,124
Pfizer		38,561		1,127,138	Other Assets & Liabilities, Net - 0.0%
									15,543
				3,977,427
					Net Assets - 100.0%			$	33,536,667

The accompanying notes are an integral part of the financial statements.

48 HIGHMARK® FUNDS

schedule of investments

July 31, 2013

equity income fund (concluded)

‡   This company is domiciled outside of the United States. The security’s functional currency is the United States dollar.

†   Narrow industries are utilized for compliance purposes, whereas broad sectors are utilized for reporting.

Cl  - Class

ETF - Exchange Traded Fund

REIT  - Real Estate Investment Trust

A summary of the inputs used to value the Fund's net assets as of July 31, 2013 is as follows (see Note 2 – significant accounting policies in the notes to financial statements):

	Total Fair Value at 07/31/13		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Investment in Securities*	$	33,521,124	$	33,521,124	$	—	$	—

*   See schedule of investments detail for industry and security type breakouts.

The accompanying notes are an integral part of the financial statements.

HIGHMARK® FUNDS 49

schedule of investments

July 31, 2013

geneva mid cap growth fund

Description	Shares			Value		Description	Shares		Value
Common Stock - 98.6%†						Common Stock - (continued)†
Consumer Discretionary - 21.8%						Industrial - (continued)
Chipotle Mexican Grill *		48,988	$	20,196,283		Fastenal		382,653	$	18,753,824
Coach		404,092			21,469,408	Genesee & Wyoming, Cl A *		212,333		19,037,777
Dick’s Sporting Goods		559,878			28,783,328	IDEX		283,900		16,934,635
DSW, Cl A		174,349			13,213,911	IHS, Cl A *		238,312		26,161,891
LKQ *		1,375,796			35,867,002	JB Hunt Transport Services		297,222		22,270,844
O’Reilly Automotive *		275,060			34,454,016	Pall		152,949		10,700,312
Panera Bread, Cl A *		172,825			28,870,416	Roper Industries		198,170		24,961,493
Polaris Industries		287,318			32,219,841	Stericycle *		237,358		27,519,287
Tractor Supply		319,282			38,674,629	Wabtec		509,503		29,581,744
Ulta Salon Cosmetics & Fragrance *		241,265			24,343,639
Under Armour, Cl A *		381,726			25,625,266					304,554,355
						Information Technology - 19.7%
					303,717,739
Consumer Staples - 3.9%						Amphenol, Cl A		375,625		29,509,100
						ANSYS *		346,740		27,683,722
Church & Dwight		448,500			28,569,450	Citrix Systems *		208,640		15,026,253
JM Smucker		223,742			25,175,450	Cognizant Technology
						Solutions, Cl A *		395,141		28,604,257
					53,744,900	CoStar Group *		102,732		16,082,695
Energy - 7.1%						FactSet Research Systems		159,900		17,457,882
						Fiserv *		272,496		26,225,015
Concho Resources *		257,357			23,082,349	Intuit		385,102		24,615,720
FMC Technologies *		358,801			19,124,093	MICROS Systems *		385,242		18,772,843
Oasis Petroleum *		563,396			23,685,168	Red Hat *		493,575		25,552,378
Oceaneering International		180,059			14,600,984	Teradata *		339,336		20,061,544
Range Resources		231,970			18,348,827	Trimble Navigation *		868,121		24,776,173
					98,841,421					274,367,582
Financials - 8.8%						Materials - 1.2%
										16,952,319
Affiliated Managers Group *		162,013			29,219,044	Sigma-Aldrich		202,876
Brown & Brown		402,244			13,270,029	Total Common Stock
East West Bancorp		867,335			26,739,938					1,372,821,187
IntercontinentalExchange *		142,205			25,945,302	(Cost $1,094,919,731)
Signature Bank *		297,075			27,197,216
					122,371,529	Registered Investment Company - 1.8%
Health Care - 14.2%						Dreyfus Cash Management		25,179,793		25,179,793
						Total Registered Investment Company
Align Technology *		464,264			19,981,922					25,179,793
Catamaran *		364,571			19,249,349	(Cost $25,179,793)
Cerner *		650,468			31,872,932	Total Investments - 100.4%
CR Bard		96,991			11,115,169					1,398,000,980
Edwards Lifesciences *		217,074			15,494,742	(Cost $1,120,099,524)
PAREXEL International *		552,601			27,326,119	Other Assets & Liabilities, Net - (0.4)%
Perrigo		213,046			26,500,792					(5,543,450	)
Sirona Dental Systems *		265,232			18,725,379
Varian Medical Systems *		386,275			28,004,938	Net Assets - 100.0%				$1,392,457,530
					198,271,342
Industrial - 21.9%
						*                  Non-income producing security.
AMETEK		539,104			24,949,733
Beacon Roofing Supply *		412,242			16,815,351	†                  Narrow industries are utilized for compliance purposes, whereas broad
Chart Industries *		277,009			31,495,923	sectors are utilized for reporting.
Clean Harbors *		329,278			18,584,450	Cl                - Class
Copart *		516,367			16,787,091

A summary of the inputs used to value the Fund's net assets as of July 31, 2013 is as follows (see Note 2 - significant accounting policies in the notes to financial statements):

	Total Fair Value at 07/31/13		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Investment in Securities**	$	1,398,000,980	$	1,398,000,980	$	—	$	—

**  See schedule of investments detail for industry and security type breakout.

The accompanying notes are an integral part of the financial statements.

50 HIGHMARK® FUNDS

schedule of investments

July 31, 2013

geneva small cap growth fund

Description	Shares		Value		Description	Shares		Value
Common Stock - 95.5%†					Common Stock - (continued)†
Consumer Discretionary - 12.5%					Industrial - (continued)
BJ’s Restaurants *		33,290	$	1,186,456	Healthcare Services Group		87,184	$	2,145,598
Chuy’s Holdings *		39,467		1,392,790	Marten Transport		71,310		1,223,680
Hibbett Sports *		38,456		2,255,444	Middleby *		15,162		2,713,088
LKQ *		86,939		2,266,500	RBC Bearings *		39,251		2,153,310
Monro Muffler Brake		35,307		1,518,554	Team *		43,775		1,715,542
Panera Bread, Cl A *		12,289		2,052,877
Ulta Salon, Cosmetics & Fragrance *		17,761		1,792,085					26,990,743
Vitamin Shoppe *		25,586		1,228,896	Information Technology - 16.9%
				13,693,602	Bottomline Technologies *		62,361		1,812,834
Consumer Staples - 3.5%					Concur Technologies *		27,512		2,445,542
					Envestnet *		40,290		1,002,818
J & J Snack Foods		26,809		2,136,141	ExlService Holdings *		59,824		1,675,072
TreeHouse Foods *		23,385		1,660,101	FactSet Research Systems		12,533		1,368,353
					Interactive Intelligence Group *		43,256		2,456,941
				3,796,242	NIC		33,810		622,780
Energy - 8.3%					Riverbed Technology *		55,055		861,060
					Tyler Technologies *		45,823		3,419,312
Bonanza Creek Energy *		37,875		1,543,027	Ultimate Software Group *		21,429		2,899,344
Dril-Quip *		22,316		2,028,748
Gulfport Energy *		46,129		2,454,063					18,564,056
Rosetta Resources *		26,045		1,187,912	Materials - 3.5%
SM Energy		28,124		1,932,963
					Balchem		44,539		2,216,261
				9,146,713	Sensient Technologies		36,316		1,598,267
Financials - 7.9%
									3,814,528
Affiliated Managers Group *		7,856		1,416,830	Total Common Stock
Bank of the Ozarks		49,767		2,377,867
MarketAxess Holdings		51,204		2,647,247	(Cost $82,299,774)				104,720,545
Texas Capital Bancshares *		47,510		2,161,230
				8,603,174	Registered Investment Company - 4.1%
Health Care - 18.3%					Dreyfus Cash Management		4,491,573		4,491,573
					Total Registered Investment Company
Abaxis		21,949		924,053
Cantel Medical		111,513		2,959,555	(Cost $4,491,573)				4,491,573
Haemonetics *		38,517		1,626,188	Total Investments - 99.6%
IPC The Hospitalist *		37,784		1,903,180
Medidata Solutions *		41,778		3,865,718	(Cost $86,791,347)				109,212,118
MWI Veterinary Supply *		20,665		2,937,943	Other Assets & Liabilities, Net - 0.4%
Neogen *		27,787		1,569,410					463,965
PAREXEL International *		58,479		2,891,787
Techne		19,442		1,433,653	Net Assets - 100.0%			$	109,676,083
				20,111,487
Industrial - 24.6%					*                  Non-income producing security.
Acuity Brands		29,805		2,578,132	†                  Narrow industries are utilized for compliance purposes, whereas
Advisory Board *		21,674		1,272,047	broad sectors are utilized for reporting.
Allegiant Travel		21,521		2,095,715
Barnes Group		63,217		2,086,161	Cl                - Class
Beacon Roofing Supply *		40,810		1,664,640
Chart Industries *		23,783		2,704,127
Donaldson		33,076		1,199,005
Echo Global Logistics *		81,834		1,781,526
Genesee & Wyoming, Cl A *		18,494		1,658,172

The accompanying notes are an integral part of the financial statements.

HIGHMARK® FUNDS 51

schedule of investments

July 31, 2013

geneva small cap growth fund (concluded)

A summary of the inputs used to value the Fund’s net assets as of July 31, 2013 is as follows (see Note 2 - significant accounting policies in the notes to financial statements):

	Total Fair Value at 07/31/13		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Investment in Securities **	$	109,212,118	$	109,212,118	$	—	$	—

**  See schedule of investments detail for industry and security type breakout.

The accompanying notes are an integral part of the financial statements.

52 HIGHMARK® FUNDS

schedule of investments

July 31, 2013

international opportunities fund

Description	Shares		Value		Description	Shares		Value
Common Stock - 93.8%					Common Stock - (continued)
Australia - 2.8%					France - (continued)
Amcor		200,000	$	1,903,768	Societe Generale		15,000	$	602,949
Arrium		800,000		715,486	Thales		20,000		1,031,024
Flight Centre		30,000		1,222,888	Total		30,000		1,600,415
Lend Lease Group		150,000		1,182,440	Valeo		15,000		1,189,735
Primary Health Care		200,000		913,234	Vinci		18,000		971,983
				5,937,816					18,492,705
Austria - 0.2%					Germany - 10.9%
ams		5,000		351,721	Adidas		10,000		1,114,836
Belgium - 2.6%					Allianz		10,000		1,559,174
					Bayer		22,000		2,556,539
Ageas		60,000		2,402,218	Celesio		30,000		678,480
Delhaize Group		25,000		1,641,489	Continental		6,000		945,083
Groupe Bruxelles Lambert		20,000		1,627,554	Deutsche Bank		20,000		902,112
					Deutsche Lufthansa *		45,000		900,981
				5,671,261	Deutsche Post		60,000		1,681,832
Bermuda - 0.6%					Deutsche Telekom		75,000		912,755
					E.ON		120,000		2,036,238
Catlin Group		100,000		769,758	Freenet		60,000		1,436,382
Lancashire Holdings		50,000		613,828	Hannover Rueckversicherung		20,000		1,487,335
					HeidelbergCement		15,000		1,152,219
				1,383,586	Merck		5,000		826,814
Brazil - 1.6%					Metro		20,000		689,522
					Muenchener Rueckversicherungs-
Cia de Saneamento Basico do Estado					Gesellschaft		5,000		992,443
de Sao Paulo		45,000		461,371	Osram Licht *		1,000		38,979
Cia Energetica de Minas Gerais, SP ADR		56,427		522,514	Siemens		10,000		1,095,013
Embraer		100,000		845,552	Suedzucker		20,000		652,804
Fibria Celulose, SP ADR *		80,000		886,400	TUI *		140,000		1,769,369
Porto Seguro		60,000		673,022
									23,428,910
				3,388,859	Hong Kong - 5.8%
Finland - 3.3%
					BOC Hong Kong Holdings		250,000		784,917
Elisa		60,000		1,289,112	Cheung Kong Holdings		80,000		1,124,349
Kone, Cl B		20,000		1,487,335	CLP Holdings		150,000		1,243,618
Neste Oil		45,000		651,939	Giordano International		1,500,000		1,487,312
Orion, Cl B		25,000		611,630	Hutchison Whampoa		60,000		677,317
Sampo, A Shares		35,000		1,534,695	Johnson Electric Holdings		1,200,000		713,291
UPM-Kymmene		130,000		1,450,151	Kerry Properties		150,000		616,974
					New World Development		1,100,000		1,608,386
				7,024,862	Sino Land		500,000		706,586
France - 8.6%					SJM Holdings		250,000		626,644
					Sun Hung Kai Properties		90,000		1,201,068
AtoS		17,000		1,278,030	Wharf Holdings		125,000		1,075,836
AXA		50,000		1,102,530	Wheelock		125,000		651,142
Cap Gemini		12,000		656,928
Cie Generale des Etablissements									12,517,440
Michelin		20,000		2,008,301	Hungary - 1.7%
Credit Agricole *		70,000		668,449
Eiffage		20,000		1,072,397	Magyar Telekom Telecommunications		300,000		411,991
European Aeronautic Defence & Space		20,000		1,194,258	MOL Hungarian Oil and Gas		15,000		1,126,643
GDF Suez		50,000		1,048,983	OTP Bank		100,000		2,013,291
Natixis		200,000		1,020,381
Renault		15,000		1,180,755					3,551,925
Sanofi		10,000		1,066,544
SCOR		25,000		799,043

The accompanying notes are an integral part of the financial statements.

HIGHMARK® FUNDS 53

schedule of investments

July 31, 2013

international opportunities fund (continued)

Description	Shares			Value		Description	Shares		Value
Common Stock - (continued)						Common Stock - (continued)
India - 2.6%						Netherlands - 3.5%
Dr Reddy’s Laboratories, ADR		25,000		$	931,750	AEGON		200,000	$	1,541,879
HCL Technologies		70,000			1,079,327	Heineken		15,000		941,092
ICICI Bank, SP ADR		25,000			819,500	Koninklijke Ahold		100,000		1,647,642
Oil & Natural Gas *		150,000			717,129	Koninklijke Philips Electronics		25,000		800,207
Power Finance *		170,000			302,228	Randstad Holding		20,000		964,905
Sterlite Industries India, ADR		150,000			754,500	SBM Offshore *		40,000		774,265
Tata Motors, SP ADR		40,000			961,600	Wolters Kluwer		35,000		844,874
					5,566,034					7,514,864
Japan - 22.2%						New Zealand - 0.6%
Aeon		200,000			2,753,549	Fletcher Building		100,000		649,346
Aisin Seiki		20,000			794,607	Telecom		350,000		628,979
Daihatsu Motor		50,000			1,101,011
Daiichi Sankyo		50,000			815,545					1,278,325
Daikyo		150,000			451,946	Russia - 1.0%
DIC		300,000			784,394
FUJIFILM Holdings		40,000			879,583	Lukoil, SP ADR		20,000		1,189,200
Heiwa		40,000			689,613	Sberbank of Russia, SP ADR		80,000		927,200
Hino Motors		60,000			923,501
Idemitsu Kosan		6,500			542,386					2,116,400
IT Holdings		40,000			466,142	Spain - 0.0%
Itochu		100,000			1,190,890
Japan Airlines		35,000			1,858,850	Repsol		789		18,883
JFE Holdings		25,000			566,081	Switzerland - 9.2%
JTEKT		75,000			944,490
KDDI		45,000			2,486,467	Credit Suisse Group		35,853		1,053,372
Marubeni		120,000			835,870	Givaudan		1,000		1,392,836
Mazda Motor *		400,000			1,675,008	Holcim		25,000		1,807,229
Medipal Holdings		70,000			869,370	Nestle		30,000		2,032,525
Mitsubishi Materials		250,000			883,464	Novartis		30,000		2,158,950
Mitsui Engineering & Shipbuilding		300,000			533,143	OC Oerlikon *		120,000		1,575,450
Mizuho Financial Group		600,000			1,244,000	Roche Holding		20,000		4,927,333
Namco Bandai Holdings		60,000			971,913	Swiss Life Holding		8,000		1,436,706
NEC		200,000			453,478	Swiss Re		30,000		2,389,108
Nissan Motor		60,000			629,353	Zurich Insurance Group		4,000		1,076,665
ORIX		100,000			1,486,059
Resona Holdings		200,000			994,791					19,850,174
SANKYU		240,000			838,321	Turkey - 2.0%
SCSK		70,000			1,429,170
Seiko Epson		125,000			1,567,766	TAV Havalimanlari Holding		150,000		941,398
Sojitz		400,000			682,259	Turk Hava Yollari		287,500		1,211,808
Sony		50,000			1,056,072	Turkiye Halk Bankasi		300,000		2,254,707
Sumitomo		60,000			804,004
Sumitomo Mitsui Financial Group		110,000			5,038,811					4,407,913
Sumitomo Mitsui Trust Holdings		250,000			1,154,121	United Kingdom - 14.6%
Tokyo Electric Power *		100,000			611,786
Tosoh		400,000			1,421,714	3i Group		150,000		874,877
Toyo Tire & Rubber		150,000			865,591	Aberdeen Asset Management		300,000		1,753,861
Toyota Boshoku		40,000			580,125	AMEC		150,000		2,457,596
Toyota Motor		30,000			1,829,231	AstraZeneca		38,085		1,932,205
West Japan Railway		20,000			845,675	BAE Systems		300,000		2,034,990
Yokohama Rubber		100,000			986,620	British American Tobacco		30,000		1,600,061
						BT Group		450,000		2,332,320
					47,536,770	Compass Group		110,000		1,502,701
			��			Daily Mail & General Trust		80,000		981,517
						DS Smith		200,000		789,230

The accompanying notes are an integral part of the financial statements.

54 HIGHMARK® FUNDS

schedule of investments

July 31, 2013

international opportunities fund (concluded)

Description	Shares		Value		Description	Shares		Value
Common Stock - (continued)					Rights - 0.0%
United Kingdom - (continued)					Hong Kong - 0.0%
GlaxoSmithKline		70,000	$	1,793,261	NW Hotel Investment^		13,750	$	—
Imperial Tobacco Group		30,000		1,006,770	Total Rights				—
ITV		400,000		1,025,938	(Cost $—)
Lloyds Banking Group *		1,000,000		1,041,607	Total Investments - 99.7%
Micro Focus International		72,727		880,668					213,881,401
Mondi		60,000		893,588	(Cost $181,543,414)
Old Mutual		300,000		886,286	Other Assets & Liabilities, Net - 0.3%
Rexam		108,000		808,008					592,590
Stagecoach Group		150,000		763,749
Tate & Lyle		70,000		893,436	Net Assets - 100.0%			$	214,473,991
Unilever		60,000		2,436,146
WH Smith		120,000		1,421,161	*    Non-income producing security.
William Hill		150,000		1,110,139
					^      Security fair valued using methods determined in good faith
				31,220,115	by the Valuation Committee of the Board of Trustees.
Total Common Stock					The total value of this security as of July 31, 2013 is $—.
(Cost $168,909,468)				201,258,563
					ADR       - American Depositary Receipt
					Cl            - Class
					ETF         - Exchange Traded Fund
Preferred Stock - 0.6%					SP ADR  - Sponsored American Depositary Receipt
Brazil - 0.2%
Banco do Estado do Rio Grande do					Foreign currency contracts outstanding as of July 31, 2013 were as follows:

Sul, Cl B

80,000

531,264

Principal

Net

Germany - 0.4%

Contracts

Amount

Unrealized

ProSiebenSat.1 Media

20,000

820,562

to Buy or

Covered by

Counter-

Appreciation/

to Sell

Currency

Contracts

Expiration

party

(Depreciation)**

Total Preferred Stock

Sell

JPY

525,000,000

10/13

BBH

$

7,349

(Cost $1,071,106)

1,351,826

Sell

JPY

975,000,000

10/13

BBH

(290,397

)

$

(283,048

)

Registered Investment Companies - 5.3%

**       The primary risk exposure is foreign exchange contracts.

Dreyfus Cash Management

7,389,012

7,389,012

BBH    - Brown Brothers Harriman & Co.

Market Vectors Russia ETF

150,000

3,882,000

JPY      - Japanese Yen

Total Registered Investment Companies

Futures - A summary of the open future contracts held by the Fund at July 31, 2013 is as follows:

(Cost $11,562,840)

11,271,012

Long Futures

Number of

Expiration

Unrealized

Outstanding

Contracts

Date

Appreciation***

Swiss Market IX Futures

75

Sep-13

$

84,595

***     The primary risk exposure is the price movement of the underlying basket of equity securities. See Note 2 for additional details.

A summary of the inputs used to value the Fund's net assets as of July 31, 2013 is as follows (see Note 2 - significant accounting policies in the notes to financial statements):

	Total Fair Value at 7/31/2013			Level 1 Quoted Price		Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets:
	$	201,258,563		$	201,258,563	$	—		$	—
Common Stocks****
Preferred Stock****		1,351,826			1,351,826		—			—
Registered Investment Company		11,271,012			11,271,012		—			—
Rights****		—			—		—			—
Derivative Contracts (1)		84,595			84,595		—			—
Equity Contracts
Foreign Exchange Contracts		7,349			—		7,349			—
Liabilities:
Derivative Contracts (1)		(290,397	)		—		(290,397	)		—
Foreign Exchange Contracts
Total:	$	213,682,948		$	213,965,996	$	(283,048	)	$	—

****See schedule of investments detail for country breakout.

(1) Investments in derivatives include open futures contracts and open foreign currency contracts.

The accompanying notes are an integral part of the financial statements.

HIGHMARK® FUNDS 55

schedule of investments

July 31, 2013

large cap core equity fund

Description	Shares		Value		Description	Shares		Value
Common Stock - 97.3%†					Common Stock - (continued)†
Consumer Discretionary - 10.1%					Health Care - (continued)
Amazon.com *		900	$	271,098	Allergan		7,200	$	656,064
Ford Motor		30,100		508,088	Biogen Idec *		2,500		545,325
Home Depot		10,683		844,277	Boston Scientific *		49,600		541,632
Liberty Media, Cl A *		7,600		1,092,348	Cardinal Health		4,100		205,369
Lowe’s		9,400		419,052	Celgene *		1,500		220,290
Mattel		5,200		218,556	Eli Lilly		3,800		201,818
McDonald’s		6,100		598,288	McKesson		3,600		441,576
NIKE, Cl B		2,300		144,716	Pfizer		58,817		1,719,221
Signet Jewelers ‡		4,000		292,440
Starbucks		5,700		406,068					6,488,441
Starwood Hotels & Resorts Worldwide		12,489		826,147	Industrial - 11.7%
Time Warner		8,500		529,210
					Boeing		13,100		1,376,810
				6,150,288	Crane		3,700		225,330
Consumer Staples - 11.9%					General Electric		61,355		1,495,221
					Harsco		9,130		235,189
Beam		14,000		909,860	Ingersoll-Rand PLC ‡		13,800		842,490
Coca-Cola		49,520		1,984,762	Lockheed Martin		4,800		576,576
Hillshire Brands		26,500		933,065	Quanta Services *		11,550		309,656
Philip Morris International		16,090		1,434,906	Tyco International ‡		6,800		236,708
Procter & Gamble		24,500		1,967,350	Union Pacific		11,600		1,839,644
				7,229,943					7,137,624
Energy - 8.4%					Information Technology - 17.9%
Anadarko Petroleum		4,500		398,340	Activision Blizzard		19,200		345,216
Cabot Oil & Gas		9,250		701,335	Adobe Systems *		8,400		397,152
Chevron		15,700		1,976,473	Amdocs		15,800		607,826
EOG Resources		4,100		596,509	Apple		1,915		866,538
Occidental Petroleum		7,571		674,198	Cisco Systems		28,300		723,065
Phillips 66		9,200		565,800	Citrix Systems *		3,400		244,868
Southwestern Energy *		5,100		197,829	Cognizant Technology Solutions, Cl A *		12,060		873,023
					Computer Sciences		10,800		514,728
				5,110,484	CoreLogic *		10,200		284,580
Financials - 17.9%					eBay *		17,200		889,068
					FLIR Systems		10,003		324,797
Allied World Assurance Co					Google, Cl A *		700		621,320
Holdings AG ‡		3,800		359,670	Microsoft		33,425		1,063,918
Axis Capital Holdings ‡		13,619		593,244	Oracle		10,738		347,374
Citigroup		6,800		354,552	Qualcomm		29,475		1,902,611
Discover Financial Services		13,700		678,287	Rovi *		18,400		414,552
Equity Lifestyle Properties REIT		4,700		180,903	Xerox		49,200		477,240
General Growth Properties REIT		9,800		203,252
Goldman Sachs Group		11,200		1,837,136					10,897,876
Invesco		19,200		618,048	Materials - 3.6%
Prologis REIT		16,061		616,100
Regions Financial		57,000		570,570	Monsanto		4,900		484,022
Travelers		18,300		1,528,965	PPG Industries		6,700		1,074,948
Vornado Realty Trust REIT		9,600		814,176	Praxair		5,267		632,935
Wells Fargo		58,145		2,529,308
									2,191,905
				10,884,211	Telecommunication Services - 0.8%
Health Care - 10.7%
					Verizon Communications		9,500		470,060
Abbott Laboratories		39,400		1,443,222
AbbVie		11,300		513,924

The accompanying notes are an integral part of the financial statements.

56 HIGHMARK® FUNDS

schedule of investments

July 31, 2013

large cap core equity fund (concluded)

Description	Shares/Par		Value
Common Stock - (continued)†					*              Non-income producing security.
Utilities - 4.3%					‡             This company is domiciled outside of the United States. The security’s functional
AES		14,900	$	185,356	currency is the United States dollar.
Ameren		20,000		716,200	†              Narrow industries are utilized for compliance purposes, whereas broad
DTE Energy		13,500		954,450	sectors are utilized for reporting.
Great Plains Energy		30,500		737,795	Cl            - Class
					PLC        - Public Liability Company
				2,593,801	REIT       - Real Estate Investment Trust
Total Common Stock
(Cost $47,100,099)				59,154,633
					Futures  - A summary of the open futures contracts held by the Fund at July 31, 2013 is as follows:
Repurchase Agreement - 2.7%					Long Futures	Number of	Expiration	Unrealized
Deutsche Bank Securities,					Outstanding	Contracts	Date	Depreciation**
0.080%, dated 07/31/13,
matures on 08/01/13,					S&P 500 E-mini	20	September 2013	$	(5,634	)
repurchase price $1,612,617,
(collateralized by a U.S. Treasury
obligation, par value $1,768,000,					**           The primary risk exposure is the price movement of the underlying basket of
1.750%, 05/15/2023,					equity securities. See Note 2 for additional details.
total market value $1,644,913)	$	1,612,613		1,612,613	S&P       - Standard & Poor’s
Total Repurchase Agreement
(Cost $1,612,613)				1,612,613
Total Investments - 100.0%
(Cost $48,712,712)				60,767,246
Other Assets & Liabilities, Net - 0.0%				19,865
Net Assets - 100.0%				$ 60,787,111

A summary of the inputs used to value the Fund’s net assets as of July 31, 2013 is as follows (see Note 2 - significant accounting policies in the notes to financial statements):

	Total Fair Value at 07/31/13			Level 1 Quoted Price			Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets:
Common Stock***	$	59,154,633		$	59,154,633		$	—	$	—
Repurchase Agreement		1,612,613			—			1,612,613		—
Liabilities:
Derivatives (1)
Equity Contracts		(5,634	)		(5,634	)		—		—
Total:	$	60,761,612		$	59,148,999		$	1,612,613	$	—
*** See schedule of investments detail for industry breakout.
(1) Investments in derivatives include open futures contracts.

The accompanying notes are an integral part of the financial statements.

HIGHMARK® FUNDS 57

schedule of investments

July 31, 2013

large cap growth fund

Description	Shares		Value		Description	Shares		Value
Common Stock - 99.2%†					Common Stock - (continued)†
Consumer Discretionary - 12.7%					Industrial - (continued)
Dick’s Sporting Goods		31,050	$	1,596,281	United Parcel Service, Cl B		8,585	$	745,178
Dollar Tree *		22,835		1,225,098	WW Grainger		7,645		2,004,060
PetSmart		10,900		798,098
Sally Beauty Holdings *		55,125		1,681,864					13,181,561
Target		14,995		1,068,394	Information Technology - 24.3%
TJX Companies		29,525		1,536,481
Yum! Brands		18,800		1,370,896	Accenture, Cl A ‡		20,905		1,542,998
					Analog Devices		47,689		2,353,929
				9,277,112	ANSYS *		14,880		1,188,019
Consumer Staples - 10.8%					Apple		6,102		2,761,155
					EMC		68,188		1,783,116
Anheuser-Busch InBev NV, SP ADR		21,627		2,069,920	FEI		11,425		884,866
Coca-Cola		27,514		1,102,761	Google, Cl A *		2,445		2,170,182
Costco Wholesale		10,330		1,211,606	International Business Machines		4,475		872,804
Kraft Foods Group		8,450		478,101	Microsoft		68,315		2,174,466
Mondelez International, Cl A		25,610		800,825	Qualcomm		30,837		1,990,528
Philip Morris International		24,509		2,185,713
									17,722,063
				7,848,926	Materials - 10.4%
Energy - 4.6%
					Ecolab		46,245		4,261,014
Cameron International *		13,325		790,173	Monsanto		8,455		835,185
EOG Resources		4,730		688,168	Praxair		20,576		2,472,618
Halliburton		21,585		975,426
Occidental Petroleum		10,190		907,420					7,568,817
					Utilities - 1.2%
				3,361,187					888,058
Financials - 4.4%					ITC Holdings		9,677
					Total Common Stock
American Tower REIT		27,700		1,960,883					72,340,423
Charles Schwab		36,375		803,524	(Cost $55,155,053)
Citigroup		8,680		452,575
				3,216,982	Registered Investment Company - 0.9%
Health Care - 12.7%					Dreyfus Cash Management		641,104		641,104
					Total Registered Investment Company
Agilent Technologies		17,585		786,577					641,104
Allergan		9,225		840,582	(Cost $641,104)
Amgen		6,865		743,411	Total Investments - 100.1%
Baxter International		10,200		745,008					72,981,527
Covidien ‡		18,180		1,120,433	(Cost $55,796,157)
Eli Lilly		10,030		532,693	Other Assets & Liabilities, Net - (0.1)%
Gilead Sciences *		12,370		760,137					(63,513	)
Johnson & Johnson		22,055		2,062,143
Novartis AG, ADR		16,740		1,198,751	Net Assets - 100.0%			$	72,918,014
Vertex Pharmaceuticals *		6,090		485,982
					*              Non-income producing security.
				9,275,717	‡              This company is domiciled outside of the United States. The security’s
Industrial - 18.1%					functional currency is the United States dollar.
					†              Narrow industries are utilized for compliance purposes, whereas broad
Boeing		10,120		1,063,612	sectors are utilized for reporting.
Danaher		38,966		2,623,970	ADR        - American Depositary Receipt
Honeywell International		9,510		789,140	Cl            - Class
JB Hunt Transport Services		24,980		1,871,751	REIT        - Real Estate Investment Trust
Kansas City Southern		8,220		885,705	SP ADR  - Sponsored American Depositary Receipt
Pall		14,195		993,082
Stericycle *		19,019		2,205,063

A summary of the inputs used to value the Fund's net assets as of July 31, 2013 is as follows (see Note 2 - significant accounting policies in the notes to financial statements):

	Total Fair Value at 07/31/13		Level 1 Quoted Price		Level 2 Observable Significant Inputs		Level 3 Significant Unobservable Inputs
Investments in Securities **	$	72,981,527	$	72,981,527	$	—	$	—

**  See schedule of investments detail for industry and security type breakouts.

The accompanying notes are an integral part of the financial statements.

58 HIGHMARK® FUNDS

schedule of investments

July 31, 2013

nyse arca tech 100 index fund

Description	Shares		Value		Description	Shares		Value
Common Stock - 98.4%†					Common Stock - (continued)†
Energy - 2.7%					Information Technology - (continued)
Halliburton		51,600	$	2,331,804	Cypress Semiconductor		51,600	$	658,932
Schlumberger		51,600		4,196,628	Dell		51,600		653,772
					Digital River *		51,600		876,684
				6,528,432	DST Systems		51,600		3,613,548
					eBay *		51,600		2,667,204
Health Care - 23.5%					EMC		51,600		1,349,340
Agilent Technologies		51,600		2,308,068	F5 Networks *		51,600		4,528,416
Amgen		51,600		5,587,764	FLIR Systems		51,600		1,675,452
AstraZeneca PLC, SP ADR		51,600		2,617,152	Harmonic *		51,600		395,256
Baxter International		51,600		3,768,864	Harris		51,600		2,944,812
Biogen Idec *		51,600		11,255,509	Hewlett-Packard		51,600		1,325,088
Boston Scientific *		51,600		563,472	Intel		51,600		1,202,280
Bristol-Myers Squibb		51,600		2,231,184	InterDigital		51,600		2,050,068
CONMED		51,600		1,692,480	International Business Machines		51,600		10,064,064
Gilead Sciences *		51,600		3,170,820	Intuit		51,600		3,298,272
Life Technologies *		51,600		3,849,360	Ixia *		51,600		717,240
Medtronic		51,600		2,850,384	j2 Global		51,600		2,361,732
Novartis AG, ADR		51,600		3,695,076	JDS Uniphase *		51,600		756,972
St. Jude Medical		51,600		2,703,324	Juniper Networks *		51,600		1,118,172
Thermo Fisher Scientific		51,600		4,701,276	KLA-Tencor		51,600		3,025,308
Valeant Pharmaceuticals International					Lam Research *		51,600		2,539,752
(Canada) *		51,600		4,829,760	Linear Technology		51,600		2,092,896
ViroPharma *		51,600		1,770,912	LSI *		51,600		401,448
					Microchip Technology		51,600		2,050,584
				57,595,405	Microsoft		51,600		1,642,428
					Motorola Solutions		51,600		2,829,228
Industrial - 4.0%					NetApp		51,600		2,121,792
Lockheed Martin		51,600		6,198,192	Nokia, SP ADR *		51,600		203,304
Raytheon		51,600		3,706,944	NVIDIA		51,600		744,588
					Open Text (Canada)		51,600		3,639,348
				9,905,136	Oracle		51,600		1,669,260
					Polycom *		51,600		493,296
Information Technology - 66.9%					Progress Software *		51,600		1,320,444
Activision Blizzard		51,600		927,768	PTC *		51,600		1,397,328
Adobe Systems *		51,600		2,439,648	QLogic *		51,600		568,116
Akamai Technologies *		51,600		2,435,520	QUALCOMM		51,600		3,330,780
Altera		51,600		1,834,896	Red Hat *		51,600		2,671,332
Amdocs ‡		51,600		1,985,052	Riverbed Technology *		51,600		807,024
Amphenol, Cl A		51,600		4,053,696	Salesforce.com *		51,600		2,257,500
Analog Devices		51,600		2,546,976	SanDisk *		51,600		2,844,192
Applied Materials		51,600		841,596	SAP, SP ADR		51,600		3,761,124
Arris Group Inc *		51,600		776,064	Seagate Technology ‡		51,600		2,110,956
Autodesk *		51,600		1,826,124	SunEdison *		51,600		520,128
Automatic Data Processing		51,600		3,719,844	Symantec		51,600		1,376,688
BMC Software *		51,600		2,372,052	Synopsys *		51,600		1,911,264
Broadcom, Cl A		51,600		1,422,612	Teradata *		51,600		3,050,592
CA		51,600		1,534,584	Teradyne *		51,600		850,884
Check Point Software Technologies * ‡		51,600		2,905,596	Tessera Technologies		51,600		1,035,612
Ciena *		51,600		1,138,296	Texas Instruments		51,600		2,022,720
Cisco Systems		51,600		1,318,380	VeriSign *		51,600		2,468,544
Citrix Systems *		51,600		3,716,232	Visa, Cl A		51,600		9,133,716
Computer Sciences		51,600		2,459,256	VMware, Cl A *		51,600		4,241,004
Compuware		51,600		585,144
Comtech Telecommunications		51,600		1,397,328
Corning		51,600		783,804

The accompanying notes are an integral part of the financial statements.

HIGHMARK® FUNDS 59

schedule of investments

July 31, 2013

nyse arca tech 100 index fund (concluded)

Description	Shares		Value
Common Stock - (continued)†						*	Non-income producing security.
Information Technology - (continued)						‡	This company is domiciled outside of the United States. The security’s functional
Western Digital		51,600	$	3,322,008			currency is the United States dollar.
Xerox Corp		51,600		500,520		†	Narrow industries are utilized for compliance purposes, whereas
Xilinx		51,600		2,409,204			broad sectors are utilized for reporting.
Yahoo! *		51,600		1,449,444		ADR	- American Depositary Receipt
				164,092,128		Cl	- Class
						PLC	- Public Liability Company
Telecommunication Services - 1.3%						SP ADR	Sponsored American Depositary Receipt
AT&T		51,600		1,819,932
Telephone and Data Systems		51,600		1,367,916
				3,187,848
Total Common Stock
(Cost $146,323,593)				241,308,949
Registered Investment Companies - 1.6%
Dreyfus Cash Management		503,686		503,686
PowerShares QQQ Trust Series 1		46,964		3,558,462
Total Registered Investment Companies
(Cost $3,884,813)				4,062,148
Total Investments - 100.0%
(Cost $150,208,406)				245,371,097
Other Assets & Liabilities, Net - 0.0%				(66,125	)
Net Assets - 100.0%			$	245,304,972

A summary of the inputs used to value the Fund’s net assets as of July 31, 2013 is as follows (see Note 2 - significant accounting policies in the notes to financial statements):

					Level 2		Level 3
	Total Fair		Level 1		Significant		Significant
	Value at		Quoted		Observable		Unobservable
	07/31/13		Price		Inputs		Inputs
Investments in Securities **	$	245,371,097	$	245,371,097	$	-	$	-

**  See schedule of investments detail for industry and security type breakouts.

The accompanying notes are an integral part of the financial statements.

60 HIGHMARK®FUNDS

schedule of investments

July 31, 2013

small cap core fund

Description	Shares			Value		Description	Shares		Value
Common Stock - 98.2%†						Common Stock - (continued)†
Consumer Discretionary - 13.7%						Financials - (continued)
AFC Enterprises *		11,100		$	408,481	First Industrial Realty Trust REIT		54,900	$	898,164
ANN *		4,500			152,505	First Interstate Bancsystem		10,200		240,414
Ascent Media, Cl A *		8,600			668,306	Healthcare Realty Trust REIT		19,700		506,487
Brown Shoe		9,100			216,307	Huntington Bancshares		53,200		454,860
Capella Education *		7,500			367,575	Iberiabank		12,000		705,600
Citi Trends *		4,300			60,587	International Bancshares		33,100		801,351
Dillard’s, Cl A		9,600			810,528	Invesco Mortgage Capital REIT		3,400		55,862
Entravision Communications, Cl A		36,077			205,278	Investment Technology Group *		16,100		228,781
EW Scripps, Cl A *		16,700			277,387	Javelin Mortgage Investment		46,000		615,940
Libbey *		12,900			318,114	MCG Capital		39,900		219,051
MDC Holdings		31,200			987,168	National Bank Holdings, Cl A		42,100		842,000
Multimedia Games Holding *		12,600			440,874	Northfield Bancorp NJ		60,900		713,748
New York & Company *		50,600			315,238	OneBeacon Insurance Group, Cl A		27,400		397,300
Papa John’s International *		12,100			809,006	Post Properties REIT		1,500		69,780
Pier 1 Imports		13,400			314,900	Potlatch REIT		23,100		1,017,093
Six Flags Entertainment		6,600			242,814	PrivateBancorp		28,600		674,674
Skechers U.S.A., Cl A *		23,200			632,896	RAIT Financial Trust REIT		11,400		86,184
Sonic *		15,200			233,624	Sovran Self Storage REIT		4,900		338,590
Stein Mart		12,600			176,022	Sterling Financial		8,500		225,505
Superior Industries International		36,400			662,844	Strategic Hotels & Resorts REIT *		57,300		507,678
Tenneco *		10,300			497,799	Sunstone Hotel Investors REIT *		61,200		791,928
Wet Seal, Cl A *		230,600			1,012,334	United Community Banks *		18,300		249,429
Winnebago Industries *		12,400			296,608	United Fire Group		9,700		252,297
					10,107,195	Webster Financial		23,400		637,416
						Wilshire Bancorp		36,200		318,198
Consumer Staples - 5.2%										15,391,960
Cal-Maine Foods		3,700			187,516
Inter Parfums		6,700			220,966	Health Care - 9.2%
Pilgrim’s Pride *		48,300			802,746	Alkermes		17,700		594,366
Revlon, Cl A *		19,200			481,728	Corvel *		7,900		267,731
Sanderson Farms		20,500			1,448,120	Lannett *		17,200		238,908
Seaboard		110			310,200	Lumenis * ‡		13		—
TreeHouse Foods *		5,400			383,346	Magellan Health Services *		10,600		605,790
					3,834,622	MedAssets *		36,200		788,074
						NuVasive *		23,500		536,270
Energy - 4.2%						Omnicell *		10,600		223,660
Dawson Geophysical *		5,800			209,264	Pacific Biosciences of California *		94,100		243,719
Dril-Quip *		11,400			1,036,374	Puma Biotechnology *		4,200		214,662
Gastar Exploration *		45,598			150,473	Sirona Dental Systems *		5,800		409,480
Helix Energy Solutions Group *		42,800			1,085,836	SurModics *		45,500		920,920
REX American Resources *		8,400			305,676	Thoratec *		12,700		416,433
SemGroup, Cl A		5,700			321,708	West Pharmaceutical Services		16,200		1,194,912
					3,109,331	XenoPort *		28,100		151,459
										6,806,384
Financials - 20.8%
Alexander & Baldwin *		16,200			717,498	Industrial - 17.3%
Anworth Mortgage Asset REIT		37,900			184,194	American Science & Engineering		12,000		729,480
Cardinal Financial		12,600			206,136	AO Smith		4,300		177,676
CBL & Associates Properties REIT		31,300	��		712,701	Barrett Business Services		10,300		723,678
Extra Space Storage REIT		31,050			1,305,653	Columbus McKinnon *		11,300		249,956
FBR *		5,624			161,353	Dycom Industries *		9,400		248,912
Fifth Street Finance		23,625			256,095	EMCOR Group		5,200		214,656

The accompanying notes are an integral part of the financial statements.

HIGHMARK® FUNDS 61

schedule of investments

July 31, 2013

small cap core fund (continued)

Description	Shares		Value		Description	Shares/Par		Value
Common Stock - (continued)†					Common Stock - (continued)†
Industrial - (continued)					Information Technology - (continued)
EnerNOC *		45,100	$	704,462	Tyler Technologies *		12,800	$	955,136
Ennis		5,800		107,474	XO Group *		37,300		446,108
Flow International *		42,300		163,278					12,973,978
Huron Consulting Group *		4,500		229,230	Materials - 7.6%
Insperity		5,200		171,964	American Vanguard		7,000		172,830
Kaydon		9,900		287,892	Deltic Timber		4,700		283,551
Knight Transportation		22,500		381,825	Eagle Materials		6,300		425,124
Korn/Ferry International *		68,700		1,341,711	FutureFuel		50,500		797,395
Matson		6,500		184,080	Graphic Packaging Holding		159,400		1,370,840
Middleby *		1,300		232,622	Louisiana-Pacific *		28,800		468,288
Mueller Industries		26,100		1,432,629	Minerals Technologies		4,200		193,200
Mueller Water Products, Cl A		35,410		274,073	Neenah Paper		8,400		332,388
Old Dominion Freight Line *		8,000		349,440	Rockwood Holdings		900		60,957
Pike Electric		23,500		286,935	Sensient Technologies		8,235		362,422
Powell Industries *		4,000		196,800	Stepan		2,300		137,678
Republic Airways Holdings *		49,900		685,127	Suncoke Energy *		17,000		268,600
Resources Connection		53,300		708,890	United States Lime & Minerals *		4,300		256,452
Rexnord *		21,100		400,267	Worthington Industries		14,400		515,088
Saia *		21,450		642,213					5,644,813
Swift Transportation *		17,000		303,280	Utilities - 2.6%
Taser International *		98,100		871,128	El Paso Electric		13,900		525,003
Xerium Technologies *		36,600		453,108	NorthWestern		2,600		109,720
				12,752,786	PNM Resources		54,400		1,277,312
Information Technology - 17.6%									1,912,035
Acxiom *		7,900		203,583
Advanced Energy Industries *		14,500		314,070	Total Common Stock
Aspen Technology *		34,900		1,135,646	(Cost $57,195,989)				72,533,104
Avid Technology *		20,000		119,200
CommVault Systems *		7,400		624,782	Repurchase Agreement - 1.9%
Comtech Telecommunications		29,000		785,320	Deutsche Bank Securities
Cornerstone OnDemand *		4,100		180,564	0.080%, dated 07/31/13, matures
Emulex *		62,000		496,620	on 08/01/13, repurchase price
Fair Isaac		15,400		769,384	$1,398,833 (collateralized by a U.S.
Formfactor *		86,246		627,008	Treasury obligation, par value
Infoblox *		7,500		245,250	$1,533,600, 1.75%, 05/15/2023,
Intermolecular *		20,700		130,824	total market value $1,426,831)	$	1,398,830		1,398,830
Kulicke & Soffa Industries *		51,500		601,005
Lattice Semiconductor *		54,032		278,805	Total Repurchase Agreement
M/A-Com Technology Solutions					(Cost $1,398,830)				1,398,830
Holdings *		21,900		351,057
MicroStrategy, Cl A *		1,300		123,513	Total Investments - 100.1%
NetSuite *		9,800		920,122	(Cost $58,594,819)				73,931,934
Novatel Wireless *		46,900		198,856
Pegasystems		13,300		477,470	Other Assets & Liabilities, Net - (0.1)%				(88,644	)
QLogic *		62,100		683,721
RF Micro Devices *		199,800		1,036,962	Net Assets - 100.0%			$	73,843,290
Rosetta Stone *		10,900		178,106
Stamps.com *		6,200		247,132
Telenav *		48,100		294,853
TIBCO Software *		13,900		346,666
TiVo *		18,300		202,215

The accompanying notes are an integral part of the financial statements.

62 HIGHMARK®FUNDS

schedule of investments

July 31, 2013

small cap core fund (concluded)

*Non-income producing security.
‡This company is domiciled outside of the United States. The security’s functional
currency is the United States dollar.
†Narrow industries are utilized for compliance purposes, whereas
broad sectors are utilized for reporting.
Cl              - Class
REIT         - Real Estate Investment Trust
Futures    - A summary of the open futures held by the Fund at July 31, 2013 is as follows:
Long Futures	Number of		Expiration	Unrealized
Outstanding	Contracts		Date	Appreciation**
Russell 2000 Mini Index
Futures		14	September 2013	$	15,830
**The primary risk exposure is the price movement of the underlying basket of equity securities. See Note 2 for additional details

A summary of the inputs used to value the Fund’s net assets as of July 31, 2013 is as follows (see Note 2 - significant accounting policies in the notes to financial statements):

					Level 2		Level 3
	Total Fair		Level 1		Significant		Significant
	Value at		Quoted		Observable		Unobservable
	7/31/2013		Price		Inputs		Inputs
Assets:
Common Stock***	$	72,533,104	$	72,533,104	$	—	$	—
Repurchase Agreement		1,398,830		—		1,398,830		—
Derivatives (1)
Equity Contracts		15,830		15,830		—		—
Total:	$	73,947,764	$	72,548,934	$	1,398,830	$	—
*** See schedule of investments detail for industry breakout.
(1) Investments in derivatives include open futures contracts.

The accompanying notes are an integral part of the financial statements.

HIGHMARK® FUNDS 63

schedule of investments

July 31, 2013

value fund

Description	Shares		Value		Description	Shares		Value
Common Stock - 98.9%†					Common Stock - (continued)†
Consumer Discretionary - 9.8%					Health Care - (continued)
Autoliv		43,200	$	3,532,464	Teva Pharmaceutical Industries, SP ADR		65,300	$	2,592,410
Comcast, Cl A		132,200		5,699,142	UnitedHealth Group		56,800		4,137,880
DIRECTV, Cl A *		85,200		5,390,604					34,708,130
McGraw-Hill		60,100		3,717,786	Industrial - 13.7%
News, Cl A *		198,500		3,162,105	Chicago Bridge & Iron NV
Porsche Automobil Holding (Germany)		20,000		1,703,916	(Netherlands)		59,000		3,515,220
Target		97,675		6,959,344	Cnh Global NV (Netherlands) *		54,300		2,551,557
Twenty-First Century Fox		140,000		4,183,200	European Aeronautic Defence & Space		69,250		4,135,118
				34,348,561	Hertz Global Holdings *		126,100		3,229,421
Consumer Staples - 10.4%					Huntington Ingalls Industries		49,625		3,085,683
Carlsberg A S ADR		200,000		3,960,000	Jardine Matheson Holdings, ADR		49,200		2,707,476
Henkel KGaA, SP ADR		32,700		2,722,602	Joy Global		114,225		5,654,138
Mondelez International, Cl A		215,725		6,745,721	Lockheed Martin		28,850		3,465,461
Philip Morris International		66,025		5,888,110	SMC (Japan)		12,075		2,561,513
Procter & Gamble		147,750		11,864,325	Timken		57,800		3,376,676
Tesco PLC, SP ADR		294,200		4,948,444	United Parcel Service, Cl B		77,075		6,690,110
				36,129,202	United Technologies		43,900		4,634,523
Energy - 11.6%					Vinci (France)		42,750		2,308,458
Apache		54,925		4,407,731					47,915,354
Chevron		64,525		8,123,051	Information Technology - 14.7%
Ensco PLC, Cl A (United Kingdom) ‡		52,350		3,001,749	CA		66,125		1,966,558
National Oilwell Varco		43,825		3,075,200	EMC		229,375		5,998,156
Occidental Petroleum		77,225		6,876,886	Hewlett-Packard		180,100		4,624,968
Royal Dutch Shell PLC, ADR		79,450		5,630,622	Hitachi, ADR		34,650		2,326,748
Suncor Energy (Canada)		225,100		7,119,913	Microsoft		288,082		9,169,650
WPX Energy *		121,000		2,324,410	Motorola Solutions		47,200		2,587,976
				40,559,562	Oracle		177,475		5,741,316
Financials - 24.0%					Qualcomm		69,475		4,484,611
ACE (Switzerland) ‡		43,250		3,952,185	Tellabs		1,251,775		2,803,976
American International Group		104,500		4,755,795	Texas Instruments		119,975		4,703,020
BB&T		213,075		7,604,647	Western Digital		49,625		3,194,858
Berkshire Hathaway, Cl B *		112,750		13,064,343	Xerox		389,125		3,774,512
Capital One Financial		55,200		3,809,904					51,376,349
CIT Group *		103,725		5,197,660	Materials - 3.8%
Citigroup		190,000		9,906,600	BHP Billiton PLC, ADR		39,175		2,238,460
Franklin Resources		64,950		3,174,756	Holcim		32,050		2,316,867
IntercontinentalExchange *		26,000		4,743,700	Lanxess AG (Denmark)		51,500		3,220,462
JPMorgan Chase		245,850		13,701,221	Sealed Air		194,825		5,307,033
Lazard, Cl A (Bermuda) ‡		138,750		5,044,950					13,082,822
MetLife		109,075		5,281,412	Utilities - 1.0%
UBS AG (Switzerland) *		176,475		3,471,263	PG&E		76,075		3,491,082
				83,708,436
Health Care - 9.9%					Total Common Stock
Agilent Technologies		78,075		3,492,295	(Cost $294,032,236)				345,319,498
Baxter International		103,025		7,524,945
Novartis AG, ADR		86,175		6,170,991
Roche Holding, SP ADR		97,925		6,003,782
St. Jude Medical		91,350		4,785,827

The accompanying notes are an integral part of the financial statements.

64 HIGHMARK®FUNDS

schedule of investments

July 31, 2013

value fund (concluded)

Description	Shares		Value
Registered Investment Company - 1.0%					*	Non-income producing security.
Dreyfus Cash Management		3,437,351	$	3,437,351	‡	This company is domiciled outside of the United States. The security’s functional
						currency is the United States dollar.
Total Registered Investment Company					†	Narrow industries are utilized for compliance purposes, whereas broad sectors .
(Cost $3,437,351)				3,437,351		are utilized for reporting
					ADR	- American Depositary Receipt
Total Investments - 99.9%					Cl	- Class
(Cost $297,469,587)				348,756,849	PLC	- Public Liability Company
					SP ADR	- Sponsored American Depositary Receipt
Other Assets & Liabilities, Net - 0.1%				308,054
Net Assets - 100.0%			$	349,064,903

A summary of the inputs used to value the Fund’s net assets as of July 31, 2013 is as follows (see Note 2 - significant accounting policies in the notes to financial statements):

					Level 2		Level 3
	Total Fair		Level 1		Significant		Significant
	Value at		Quoted		Observable		Unobservable
	07/31/13		Price		Inputs		Inputs
Investment in Securities **	$	348,756,849	$	348,756,849	$	—	$	—

**  See schedule of investments detail for industry and security type breakouts.

The accompanying notes are an integral part of the financial statements.

HIGHMARK® FUNDS 65

schedule of investments

July 31, 2013

bond fund

Description	Par		Value		Description	Par		Value
Corporate Obligations - 55.1%					Corporate Obligations - (continued)
Consumer Discretionary - 3.2%					Financials - (continued)
Comcast					Berkshire Hathaway Finance
5.700%, 07/01/19	$	3,500,000	$	4,106,823	5.400%, 05/15/18	$	850,000	$	986,030
News America Holdings					1.600%, 05/15/17		2,000,000		2,012,356
7.750%, 02/01/24		1,000,000		1,186,909	Boston Properties
TCI Communications					4.125%, 05/15/21		3,200,000		3,303,443
7.125%, 02/15/28		125,000		160,598	BP Capital Markets PLC
Time Warner Entertainment					1.375%, 11/06/17		4,000,000		3,922,408
8.375%, 03/15/23		5,000,000		5,860,010	Capital One Financial
				11,314,340	4.750%, 07/15/21		3,500,000		3,727,752
Consumer Staples - 4.5%					1.000%, 11/06/15		2,500,000		2,482,903
Clorox					Citigroup
3.050%, 09/15/22		3,750,000		3,581,535	1.750%, 05/01/18		5,000,000		4,828,700
CVS Caremark					ERP Operating
2.750%, 12/01/22		5,000,000		4,713,965	3.000%, 04/15/23		1,210,000		1,123,365
Kroger					Fifth Third Bank
3.400%, 04/15/22		3,750,000		3,676,913	1.450%, 02/28/18		3,250,000		3,156,953
Walgreen					Ford Motor Credit
3.100%, 09/15/22		4,000,000		3,817,712	5.000%, 05/15/18		2,700,000		2,927,156
				15,790,125	General Electric Capital, MTN
Energy - 6.9%					2.300%, 04/27/17		4,000,000		4,058,532
Cimarex Energy					JPMorgan Chase
5.875%, 05/01/22		1,700,000		1,759,500	4.250%, 10/15/20		4,400,000		4,632,914
Energy Transfer Partners					Lehman Brothers Holdings, MTN (B)
9.700%, 03/15/19		2,000,000		2,599,192	5.625%, 01/24/13		4,000,000		995,000
Kinder Morgan Energy Partners					NASDAQ OMX Group
3.950%, 09/01/22		3,750,000		3,737,655	5.250%, 01/16/18		2,750,000		2,977,024
Magellan Midstream Partners					Toronto-Dominion Bank, MTN
6.550%, 07/15/19		3,000,000		3,573,819	1.400%, 04/30/18		3,250,000		3,164,977
4.250%, 02/01/21		500,000		526,426	Wells Fargo
Petrobras International Finance					5.625%, 12/11/17		3,000,000		3,442,563
3.875%, 01/27/16		4,000,000		4,126,888	1.500%, 01/16/18		4,100,000		4,006,102
Petrohawk Energy					Westpac Banking
7.250%, 08/15/18		4,550,000		4,982,250	2.250%, 07/30/18		2,125,000		2,120,890
Transcontinental Gas Pipe Line									76,997,604
7.250%, 12/01/26		2,250,000		2,919,443	Foreign Governments - 0.8%
				24,225,173	Hydro-Quebec, Ser IO
Financials - 21.8%					8.050%, 07/07/24		1,125,000		1,526,941
American International Group					Province of Saskatchewan
4.250%, 09/15/14		4,000,000		4,144,208	9.375%, 12/15/20		1,000,000		1,386,675
Bank of America, MTN									2,913,616
5.650%, 05/01/18		3,250,000		3,653,442	Health Care - 3.2%
Bank of New York Mellon, MTN					AbbVie (A)
1.350%, 03/06/18		4,250,000		4,134,749	2.900%, 11/06/22		1,525,000		1,449,291
Bank of Nova Scotia					Baxter International
1.450%, 04/25/18		2,750,000		2,674,708	3.200%, 06/15/23		2,100,000		2,057,519
BB&T, MTN					Gilead Sciences
2.150%, 03/22/17		4,250,000		4,299,236	4.400%, 12/01/21		1,000,000		1,070,558
Berkshire Hathaway					Laboratory Corp of America Holdings
3.000%, 02/11/23		4,350,000		4,222,193	4.625%, 11/15/20		3,000,000		3,149,439

The accompanying notes are an integral part of the financial statements.

66 HIGHMARK®FUNDS

schedule of investments

July 31, 2013

bond fund (continued)

Description	Par		Value		Description	Par		Value
Corporate Obligations - (continued)					Corporate Obligations - (continued)
Health Care - (continued)					Utilities - 1.0%
Wellpoint					MidAmerican Energy Holdings, Ser D
7.000%, 02/15/19	$	2,000,000	$	2,401,166	5.000%, 02/15/14	$	400,000	$	409,363
6.000%, 02/15/14		1,000,000		1,028,254	Oklahoma Gas & Electric
				11,156,227	6.650%, 07/15/27		2,500,000		3,010,680
Industrial - 4.1%									3,420,043
British Airways (A)					Total Corporate Obligations
4.625%, 06/20/24		3,600,000		3,654,737	(Cost $189,754,592)				193,794,895
Continental Airlines Pass Through
Trust,					Mortgage-Backed Securities - 6.7%
Ser 1998-1, Cl B (C)					Banc of America Mortgage Securities,
6.748%, 03/15/17		418,931		437,280	Ser 2003-7, Cl A2
Ser 2010-1, Cl A					4.750%, 09/25/18		1,430,856		1,477,346
4.750%, 01/12/21		2,676,285		2,890,388	Chase Mortgage Finance,
Delta Air Lines Pass Through Trust,					Ser 2004-S1, CI A3
Ser 2011-1, Cl A					5.500%, 02/25/19		716,020		719,232
5.300%, 04/15/19		2,664,456		2,890,935	CS First Boston Mortgage Securities,
United Technologies					Ser 2005-C1, Cl A4 (D)
3.100%, 06/01/22		1,500,000		1,486,994	5.014%, 02/15/38		4,805,217		5,006,575
US Airways Pass Through Trust					DBUBS Mortgage Trust,
Ser 2013-1, Cl A					Ser 2011-LC1A, Cl A1 (A)
3.950%, 11/15/25		3,250,000		3,103,750	3.742%, 11/10/46		3,215,412		3,405,543
				14,464,084	JPMorgan Chase Commercial
Information Technology - 2.3%					Mortgage Securities,
Hewlett-Packard					Ser 2004-PNC1, Cl A4 (D)
4.375%, 09/15/21		4,000,000		3,981,400	5.365%, 06/12/41		5,000,000		5,146,135
International Business Machines					Morgan Stanley Capital I,
6.500%, 01/15/28		1,500,000		1,868,276	Ser 2003-T11, Cl A4
3.375%, 08/01/23		2,250,000		2,242,753	5.150%, 06/13/41		247,727		247,546
				8,092,429	Residential Funding Mortgage
Materials - 3.8%					Securities I, Ser 2004-S3, Cl A1
Ball					4.750%, 03/25/19		973,361		995,832
7.375%, 09/01/19		2,750,000		2,976,875	Sequoia Mortgage Trust, (D)
6.750%, 09/15/20		1,202,000		1,301,165	Ser 2012-2, Cl A2
4.000%, 11/15/23		500,000		457,500	3.500%, 04/25/42		1,903,656		1,870,146
Georgia-Pacific					Ser 2012-1, Cl 2A1
8.000%, 01/15/24		4,500,000		5,834,462	3.474%, 01/25/42		1,103,114		1,117,295
Rio Tinto Finance USA					Ser 2013-1, Cl 1A1
6.500%, 07/15/18		2,250,000		2,638,532	1.450%, 02/25/43		3,133,498		3,023,907
				13,208,534	Wells Fargo Mortgage Backed
Telecommunication Services - 3.5%					Securities Trust,
AT&T					Ser 2003-M, Cl A1 (D)
2.625%, 12/01/22		2,850,000		2,603,164	4.694%, 12/25/33		612,973		614,529
Verizon Maryland
8.000%, 10/15/29		2,980,000		3,579,475	Total Mortgage-Backed Securities
Verizon New England					(Cost $22,352,071)				23,624,086
7.875%, 11/15/29		4,925,000		6,030,081	U.S. Government Agency Obligations - 2.0%
				12,212,720	U.S. Government Agency Obligations - 2.0%
					KE Export Leasing 2011-II (D)
					0.490%, 05/19/24		2,000,000		1,997,526

The accompanying notes are an integral part of the financial statements.

HIGHMARK® FUNDS 67

schedule of investments

July 31, 2013

bond fund (continued)

Description	Par		Value		Description	Par		Value
U.S. Government Agency Obligations - (continued)					U.S. Government Agency Mortgage-Backed
MSN Air (Guaranteed by Export-					Obligations - (continued)
Import Bank of the United States)					FNMA (continued)
1.631%, 12/14/24	$	3,847,286	$	3,674,982	6.000%, 08/01/28	$	37,058	$	40,396
Osprey Aircraft Leasing US-Three					6.000%, 10/01/28		45,227		49,974
2.209%, 06/21/25		1,350,000		1,322,644	6.000%, 10/01/28		23,724		26,214
Total U.S. Government Agency					6.000%, 12/01/28		208,541		230,433
					6.000%, 12/01/28		113,452		125,729
Obligations					6.000%, 12/01/28		50,559		55,866
(Cost $7,191,615)				6,995,152	5.500%, 01/01/17		75,398		79,805
					5.500%, 02/01/17		43,687		46,233
					5.500%, 12/01/17		473,928		505,248
U.S. Government Agency Mortgage-Backed					5.500%, 03/01/20		2,552,412		2,761,082
Obligations - 10.4%					5.000%, 11/01/18		113,566		121,040
FHLMC Gold					5.000%, 09/01/25		2,154,413		2,317,482
6.000%, 09/01/13		5,270		5,281	5.000%, 11/01/33		2,169,486		2,343,718
6.000%, 09/01/17		425,332		450,307	5.000%, 03/01/34		745,253		805,046
6.000%, 11/01/17		158,952		169,434	4.500%, 09/01/24		1,704,344		1,812,793
5.500%, 03/01/17		115,037		122,518	4.000%, 05/01/25		760,424		804,571
5.000%, 10/01/20		250,807		266,774	3.500%, 09/01/25		3,404,268		3,570,891
4.500%, 05/01/19		310,941		329,525	3.500%, 10/01/25		1,515,332		1,589,444
4.500%, 07/01/19		1,119,010		1,185,892	3.500%, 10/01/26		4,131,236		4,333,083
4.500%, 04/01/20		132,019		139,910	FNMA, ARM (D)
4.500%, 07/01/23		792,957		838,589	2.511%, 01/01/36		2,334,744		2,479,501
4.000%, 05/01/26		2,258,516		2,385,198	GNMA
FHLMC, ARM (D)					8.000%, 05/15/17		1,339		1,344
3.313%, 06/01/39		544,566		578,767	8.000%, 11/15/26		102,667		119,741
2.374%, 12/01/34		1,626,115		1,724,217	8.000%, 12/15/26		36,556		41,552
FHLMC, CMO REMIC,					7.500%, 05/15/23		42,190		47,246
Ser 1666, Cl J					7.500%, 01/15/24		972		976
6.250%, 01/15/24		1,122,509		1,247,648	7.500%, 01/15/24		548		571
FNMA					7.500%, 01/15/24		19,389		21,887
8.500%, 05/01/25		11,798		13,778	7.500%, 02/15/27		14,482		16,510
8.000%, 08/01/24		1,672		1,679	7.500%, 02/15/27		4,172		4,286
8.000%, 09/01/24		384		397	7.500%, 07/15/27		11,015		12,101
8.000%, 06/01/30		5,686		6,300	7.500%, 08/15/27		7,159		7,427
7.500%, 12/01/26		85,487		100,386	7.500%, 08/15/27		1,050		1,116
7.000%, 05/01/30		36,123		39,365	7.500%, 08/15/27		583		633
6.500%, 04/01/14		11,550		11,645	7.500%, 08/15/27		7,643		8,708
6.500%, 05/01/26		55,942		59,736	7.000%, 04/15/24		12,479		12,719
6.500%, 03/01/28		5,729		5,870	6.500%, 12/15/23		16,451		18,532
6.500%, 04/01/28		55,883		59,164	6.500%, 12/15/23		3,621		3,632
6.500%, 01/01/29		256,503		294,246	6.500%, 01/15/24		5,690		6,469
6.500%, 06/01/29		51,411		59,046	6.500%, 02/15/24		41,983		46,448
6.500%, 06/01/29		123,278		141,587	6.500%, 01/15/29		140,298		161,471
6.500%, 07/01/29		117,863		130,066	6.500%, 05/15/29		274,824		306,710
6.500%, 08/01/29		50,172		57,624	6.500%, 06/15/29		17,533		19,499
6.500%, 05/01/30		142,640		157,892	6.000%, 08/15/28		57,699		63,942
6.000%, 05/01/16		105,785		109,941	6.000%, 09/15/28		47,100		52,615
6.000%, 10/01/16		157,148		165,971	6.000%, 09/15/28		125,447		140,137
6.000%, 11/01/17		315,877		333,100	Total U.S. Government Agency
6.000%, 12/01/27		456		504
6.000%, 12/01/27		11,370		12,567	Mortgage-Backed Obligations
6.000%, 12/01/27		2,271		2,475	(Cost $35,354,122)				36,535,840
6.000%, 07/01/28		104,007		113,620

The accompanying notes are an integral part of the financial statements.

68 HIGHMARK® FUNDS

schedule of investments

July 31, 2013

bond fund (continued)

Description	Par		Value		Description	Par/Shares		Value
U.S. Treasury Obligations - 9.2%					Asset-Backed Securities - (continued)
U.S. Treasury Notes					World Omni Auto Receivables Trust,
2.000%, 02/15/23	$	12,381,000	$	11,802,572	Ser 2011-A, Cl A4
1.875%, 10/31/17		2,000,000		2,061,094	1.910%, 04/15/16	$	3,800,000	$	3,845,733
1.375%, 05/31/20		5,165,000		4,966,065	Total Asset-Backed Securities
1.000%, 05/31/18		10,150,000		9,988,229
0.750%, 02/28/18		950,000		928,625	(Cost $36,652,595)				37,061,965
0.500%, 07/31/17		2,500,000		2,446,875
Total U.S. Treasury Obligations
					Taxable Municipal Bonds - 4.0%
(Cost $32,955,678)				32,193,460	California - 4.0%
					California State, Public School
					Improvements, Build America
Asset-Backed Securities - 10.5%					Bonds, Taxable, GO
AEP Texas Central Transition Funding,					6.200%, 10/01/19		4,000,000		4,695,640
Ser 2012-1, Cl A1					Los Angeles, Department of Water &
0.880%, 12/01/18		4,811,428		4,814,512	Power Revenue, Build America
Ally Master Owner Trust,					Bonds, Taxable, RB
Ser 2011-1, Cl A2					6.574%, 07/01/45		2,900,000		3,659,133
2.150%, 01/15/16		2,500,000		2,516,765	Metropolitan Water District of
ARI Fleet Lease Trust,					Southern California, Build America
Ser 2012-B, Cl A (A) (D)					Bonds, Taxable, RB
0.491%, 01/15/21		3,369,912		3,363,795	6.947%, 07/01/40		5,000,000		5,800,950
Avis Budget Rental Car Funding
AESOP, (A)									14,155,723
Ser 2011-1A, Cl A					Total Taxable Municipal Bonds
1.850%, 11/20/14		1,400,000		1,403,356
Ser 2011-2A, Cl A					(Cost $12,614,624)				14,155,723
2.370%, 11/20/14		3,000,000		3,046,680
CAL Funding II,
Ser 2012-1A, Cl A (A)					Senior Loan Note - 0.3%
3.470%, 10/25/27		1,850,000		1,847,245	Consumer Staples - 0.3%
Centerpoint Energy Transition Bond,					H.J. Heinz, Term Loan
Ser 2005-A, Cl A3					3.250%, 06/07/19 (D)		1,000,000		1,005,417
5.090%, 08/01/15		581,401		588,917	Total Senior Loan Note
Enterprise Fleet Financing,
Ser 2013-1, Cl A2 (A)					(Cost $993,817)				1,005,417
0.680%, 09/20/18		2,750,000		2,742,704
Hertz Vehicle Financing,
Ser 2011-1A, Cl A1 (A)					Registered Investment Company - 1.7%
2.200%, 03/25/16		3,500,000		3,560,501	Dreyfus Cash Management		5,979,569		5,979,569
Oncor Electric Delivery Transition					Total Registered Investment Company
Bond, Ser 2004-1, Cl A3
5.290%, 05/15/18		2,646,516		2,833,030	(Cost $5,979,569)				5,979,569
SLM Student Loan Trust,					Total Investments - 99.9%
Ser 2011-2, Cl A1 (D)
0.790%, 11/25/27		4,036,860		4,036,860	(Cost $343,848,683)				351,346,107
Volkswagen Auto Loan Enhanced					Other Assets & Liabilities, Net - 0.1%
Trust, Ser 2011-1, Cl A4									258,910
1.980%, 09/20/17		2,425,000		2,461,867
					Net Assets - 100.0%			$	351,605,017

The accompanying notes are an integral part of the financial statements.

HIGHMARK® FUNDS 69

schedule of investments

July 31, 2013

bond fund (concluded)

(A)	Securities sold within the terms of a private placement memorandum,	ARM	- Adjustable Rate Mortgage
	exempt from registration under Section 3a-4, 4(2) or 144A of the	Cl	- Class
	Securities Act of 1933, as amended, and may be sold only to the dealers	CMO	- Collateralized Mortgage Obligation
	in that program or other “accredited investors”. The value of these	FHLMC	- Federal Home Loan Mortgage Corporation
	securities as of July 31, 2013 was $24,473,852 and represented 7.0% of	FNMA	- Federal National Mortgage Association
	net assets.	GNMA	- Government National Mortgage Association
(B)	The issuer is in default of certain debt covenants. Income is not being	GO	- General Obligation
	accrued. As of July 31, 2013, the value of this security amounted to	MTN	- Medium Term Note
	$995,000, which represents 0.3% of net assets.	PLC	- Public Liability Company
(C)	Security considered illiquid. The total value of such security as of July 31,	RB	- Revenue Bond
	2013 was $437,280 and represented 0.1% of net assets.	REMIC	- Real Estate Mortgage Investment Conduit
(D)	Floating rate security. Rate disclosed is as of July 31, 2013. For senior	Ser	- Series
	loan notes, the rate shown may represent a weighted average
	interest rate.

A summary of the inputs used to value the Fund’s net assets as of July 31, 2013 is as follows (see Note 2 - significant accounting policies in the notes to financial statements):

	Total Fair Value at 07/31/13		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Corporate Obligations	$	193,794,895	$	—	$	193,794,895	$	—
Mortgage-Backed Securities		23,624,086		—		23,624,086		—
U.S. Government Agency Obligations		6,995,152		—		6,995,152		—
U.S. Government Agency Mortgage-Backed Obligations		36,535,840		—		36,535,840		—
U.S. Treasury Obligations		32,193,460		—		32,193,460		—
Asset-Backed Securities		37,061,965		—		37,061,965		—
Taxable Municipal Bonds		14,155,723		—		14,155,723		—
Senior Loan Note		1,005,417		—		1,005,417		—
Registered Investment Company		5,979,569		5,979,569		—		—
Total:	$	351,346,107	$	5,979,569	$	345,366,538	$	—

The accompanying notes are an integral part of the financial statements.

70 HIGHMARK® FUNDS

schedule of investments

July 31, 2013

california intermediate tax-free bond fund

Description	Par		Value		Description	Par		Value
Municipal Bonds - 98.2%					Municipal Bonds - (continued)
California - 98.2%					California - (continued)
Alhambra, Unified School District,					California State, GO
Election 2004, Ser B, GO					5.000%, 12/01/17 (A)	$	1,545,000	$	1,736,256
5.250%, 08/01/23 (A)	$	1,150,000	$	1,269,198	5.000%, 11/01/24 (A)		2,000,000		2,198,800
Ser A, GO					AMBAC Insured
5.000%, 08/01/20		495,000		572,413	5.000%, 11/01/17		1,000,000		1,158,080
5.000%, 08/01/21		450,000		516,672	Various Purposes
Atascadero Unified School District,					5.250%, 10/01/21 (A)		1,000,000		1,144,080
Election 2010, Ser A, GO,					5.625%, 04/01/25 (A)		2,030,000		2,266,191
AGM Insured					California State, Public Works Board,
5.250%, 08/01/25 (A)		345,000		382,684	Regents of the University of
Bay Area Toll Authority,					California Ser G, RB
San Francisco Bay Area, RB					5.000%, 12/01/17		1,525,000		1,764,516
5.000%, 04/01/24 (A)		635,000		723,729	5.000%, 12/01/21		1,000,000		1,169,410
Ser F-1, RB					California State, University,
5.250%, 04/01/23 (A)		1,695,000		1,970,166	Systemwide, Ser A, RB
Bay Area Water Supply &					5.250%, 11/01/22 (A)		255,000		285,437
Conservation Agency, Ser A, RB					5.000%, 11/01/25 (A)		945,000		1,025,070
4.000%, 10/01/19		845,000		955,137	5.000%, 11/01/26 (A)		1,500,000		1,612,815
Burlingame, Elementary School					Campbell, Unified High School
District, GO, AGM Insured					District, GO
5.250%, 07/15/16		795,000		899,209	5.250%, 08/01/25 (A)		695,000		774,119
California State, Department of					Cerritos Community College District,
Water Resources,					Election 2004, Ser C, GO
Central Valley Project,					5.250%, 08/01/24 (A)		450,000		508,685
Ser AC, RB,					5.250%, 08/01/25 (A)		750,000		835,380
National-RE Insured					Chaffey Community College District,
5.000%, 12/01/14 (A)		1,540,000		1,638,237	Election 2002, Ser E, GO
RB, National-RE Insured,					5.000%, 06/01/23 (A)		1,000,000		1,151,860
Prerefunded @ 100					Chaffey, Unified High School District,
5.000%, 12/01/14 (A) (B)		85,000		90,422	GO, National-RE FGIC Insured
Central Valley Project, Ser AE, RB					5.000%, 08/01/15		1,100,000		1,199,033
5.000%, 12/01/22 (A)		3,085,000		3,541,981	Chino Valley Unified School District,
ETM, RB, AGM Insured					Election 2002, Ser A, GO
5.500%, 12/01/14		10,000		10,704	5.000%, 08/01/23 (A)		975,000		1,102,150
Power Supply Revenue, RB,					Citrus Community College District,
Ser H, AGM Insured					Election 2004, Ser C, GO
5.000%, 05/01/21 (A)		1,485,000		1,698,112	5.250%, 06/01/25 (A)		545,000		606,699
5.000%, 05/01/22 (A)		1,705,000		1,943,018	Corona-Norca Unified School District,
Subuser F5					Election 2006, Ser A, GO,
5.000%, 05/01/22 (A)		1,325,000		1,508,671	AGM Insured
RB, AGM Insured					5.000%, 08/01/17		505,000		579,073
5.500%, 12/01/14		1,450,000		1,550,615	Ser E, GO
California State, Economic Recovery					5.000%, 08/01/16		920,000		1,030,961
Ser A, GO					Desert Sands Unified School District,
5.000%, 07/01/20 (A)		555,000		649,966	Election 2001, GO
Ser A, GO, National-RE Insured					5.750%, 08/01/19 (A)		865,000		1,028,900
5.000%, 07/01/15 (A)		1,250,000		1,303,625	5.250%, 08/01/20 (A)		610,000		702,525
Ser A, GO, State Guaranteed					5.250%, 08/01/22 (A)		800,000		917,840
5.250%, 07/01/21 (A)		4,000,000		4,700,960	5.500%, 08/01/25 (A)		540,000		614,207
California State, Educational Facilities					El Camino, Community
Authority, Santa Clara					College, GO,
University, RB					5.000%, 08/01/21		1,250,000		1,477,237
5.250%, 04/01/23 (A)		250,000		276,355
5.250%, 04/01/24 (A)		695,000		762,123

The accompanying notes are an integral part of the financial statements.

HIGHMARK® FUNDS 71

schedule of investments

July 31, 2013

california intermediate tax-free bond fund (continued)

Description	Par		Value		Description	Par		Value
Municipal Bonds - (continued)					Municipal Bonds - (continued)
California - (continued)					California - (continued)
AGM Insured					Los Angeles Harbor Department,
5.000%, 08/01/16 (A)	$	1,000,000	$	1,087,680	Ser A, RB
Fallbrook, Union Elementary School					5.000%, 08/01/20 (A)	$	2,090,000	$	2,408,265
District, Election 2002, Ser A, GO					5.250%, 08/01/21 (A)		350,000		400,613
5.000%, 08/01/23 (A)		720,000		826,574	Los Angeles,
Fontana Unified School District,					Ser A, GO
Ser A, GO, AGM Insured					5.000%, 09/01/23 (A)		2,515,000		2,886,566
5.250%, 08/01/19 (A)		40,000		41,867	5.000%, 09/01/24 (A)		950,000		1,076,702
Gavilan, Joint Community College					Ser A, GO, National-RE Insured
District, GO					5.000%, 09/01/24 (A)		1,430,000		1,576,303
5.000%, 08/01/21		1,000,000		1,176,240	Ser B, GO, AGM Insured
Gilroy, Unified School District,					5.000%, 09/01/16 (A)		1,080,000		1,174,997
Election 2008, Ser A, GO					Los Angeles, Community College
5.250%, 08/01/22 (A)		1,945,000		2,214,577	District,
6.000%, 08/01/25 (A)		1,400,000		1,686,244	Election 2001, Ser A, GO,
Grant, Joint Union High School					National-RE FGIC Insured
District, Election 2006, GO,					5.000%, 08/01/23 (A)		500,000		560,810
AGM Insured					Election 2003, Ser E, GO, AGM
5.000%, 08/01/21 (A)		975,000		1,083,537	Insured
Hayward, Unified School District, GO					5.000%, 08/01/17 (A)		1,000,000		1,118,540
5.000%, 08/01/25 (A)		1,000,000		1,073,510	5.000%, 08/01/23 (A)		1,360,000		1,511,762
Imperial Irrigation District,					Election 2008, Ser A, GO
Ser B, RB					5.500%, 08/01/22 (A)		1,695,000		1,974,726
5.000%, 11/01/26 (A)		1,000,000		1,065,680	5.500%, 08/01/24 (A)		1,200,000		1,383,276
Ser C, RB					Los Angeles, Department of Airports,
5.000%, 11/01/26 (A)		1,600,000		1,705,088	RB International Airport,
Kern High School District, GO					Ser A
4.000%, 08/01/18		430,000		481,819	5.000%, 05/15/23 (A)		1,000,000		1,108,980
4.000%, 08/01/19		605,000		678,429	Ser C
5.000%, 08/01/22		500,000		579,650	5.250%, 05/15/21 (A)		1,000,000		1,140,510
Lincoln Unified School District, GO					Ser D
4.000%, 08/01/19		500,000		558,255	5.000%, 05/15/24 (A)		1,100,000		1,203,521
Long Beach, Community College					Ser A
District, Election 2008, Ser A, GO					5.250%, 05/15/22 (A)		500,000		567,540
5.000%, 06/01/24 (A)		465,000		514,118	Los Angeles, Department of Water &
Long Beach, Harbor Revenue,					Power,
Ser B, RB,					Ser A, RB
5.000%, 05/15/24 (A)		1,845,000		2,047,046	5.000%, 07/01/18		1,425,000		1,676,840
Long Beach, Unified School District,					5.000%, 07/01/22 (A)		2,380,000		2,758,634
Election 2008, Ser A, GO					Ser A-2, RB,
4.000%, 08/01/14		180,000		186,716	AGM Insured
5.250%, 08/01/24 (A)		200,000		228,016	5.000%, 07/01/25 (A)		2,000,000		2,151,100
5.250%, 08/01/25 (A)		1,640,000		1,860,121	Sub Ser A-2, RB
Ser B, GO					5.000%, 07/01/15		575,000		626,146
5.250%, 08/01/24 (A)		1,570,000		1,774,744	Los Angeles, Unified School District,
Los Angeles County, Public Works					GO,
Financing Authority, Regional Park					Election 2004, Ser F, FGIC Insured
& Open Space, AGM Insured					5.000%, 07/01/19 (A)		680,000		759,723
5.000%, 10/01/13		485,000		488,827	Ser B, AGM Insured
5.000%, 10/01/15		445,000		487,738	5.000%, 07/01/16		2,270,000		2,545,714
Los Angeles County, Sanitation					Ser D
Districts Financing Authority,					5.250%, 07/01/24 (A)		1,000,000		1,166,760
Capital Project, Ser A, RB, AGM					Ser I
Insured					5.000%, 07/01/25 (A)		1,910,000		2,129,917
5.000%, 10/01/21 (A)		245,000		246,958

The accompanying notes are an integral part of the financial statements.

72 HIGHMARK® FUNDS

schedule of investments

July 31, 2013

california intermediate tax-free bond fund (continued)

Description	Par		Value		Description	Par		Value
Municipal Bonds - (continued)					Municipal Bonds - (continued)
California - (continued)					California - (continued)
Los Angeles, Waste Water System,					Petaluma City, Elementary School
Senior Lien, Ser B, RB,					District, GO
5.000%, 06/01/24 (A)	$	1,535,000	$	1,752,218	4.000%, 08/01/15	$	705,000	$	745,721
Manteca, Sewer Revenue,					Port of Oakland, RB, Intermediate
5.000%, 12/01/22		1,580,000		1,780,755	Lien, Ser B, National-RE Insured
Modesto Irrigation District, COP,					5.000%, 11/01/18 (A)		1,875,000		2,113,744
Capital Improvements,					Redding, Electric System Revenue,
Ser A					Ser A, COP, AGM Insured
5.500%, 10/01/25 (A)		1,500,000		1,651,500	5.250%, 06/01/19 (A)		370,000		427,243
Ser A, RB					5.000%, 06/01/22 (A)		1,525,000		1,707,314
5.000%, 07/01/20		535,000		621,312	5.000%, 06/01/24 (A)		1,110,000		1,216,904
5.000%, 07/01/22 (A)		1,525,000		1,728,755	Redwood City, Elementary School
Mount Diablo, Unified School					District, GO, National-RE FGIC
District, GO					Insured
5.000%, 08/01/23 (A)		2,125,000		2,375,219	5.500%, 08/01/14		1,060,000		1,112,322
5.000%, 08/01/26 (A)		300,000		322,458	Riverside, Community College, GO,
Election 2002, Ser B					AGM Insured
5.000%, 07/01/20		1,145,000		1,351,272	5.000%, 08/01/19 (A)		1,750,000		1,903,440
Election 2002, Ser B-2					Sacramento, Municipal Utility
5.000%, 07/01/24 (A)		2,000,000		2,226,420	District, RB, Electric Power & Light
North Orange County, Community					Revenues,
College District, GO,					Ser R, National-RE Insured
National-RE Insured					5.000%, 08/15/15		1,790,000		1,952,747
5.000%, 08/01/15		1,070,000		1,167,006	5.000%, 08/15/16 (A)		300,000		300,555
5.000%, 08/01/23 (A)		2,895,000		3,157,577	5.000%, 08/15/22 (A)		325,000		325,601
Northern California Transmission					Ser U, AGM Insured
Agency Revenue, California-					5.000%, 08/15/23 (A)		1,690,000		1,886,733
Oregon Transmission Project,					5.000%, 08/15/24 (A)		595,000		658,249
Ser A, RB					Ser X
5.000%, 05/01/22 (A)		1,175,000		1,293,029	5.000%, 08/15/18		1,000,000		1,168,440
Ohlone Community College					Sacramento, Unified School
District, GO					District, GO
5.000%, 08/01/22		705,000		828,255	5.000%, 07/01/19		1,140,000		1,317,897
Orange County, Sanitation District,					San Bernardino County,
Ser B, COP, AGM Insured					Community College District, GO,
5.000%, 02/01/17		530,000		601,052	AGM Insured
5.000%, 02/01/21 (A)		500,000		561,165	5.000%, 08/01/15		1,045,000		1,137,326
5.000%, 02/01/23 (A)		2,615,000		2,929,192	Election 2008, Ser A,
5.000%, 02/01/25 (A)		1,200,000		1,336,308	6.250%, 08/01/24 (A)		1,055,000		1,306,976
Orange County, Water District, Ser B,					Ser A
COP, National-RE Insured					4.000%, 08/01/18		405,000		454,430
5.000%, 08/15/24 (A)		750,000		798,263	5.000%, 08/01/20		1,000,000		1,183,340
Pajaro Valley Unified School District,					San Diego County, Water
GO, AGM Insured					Authority, COP,
5.250%, 08/01/21 (A)		500,000		547,835	Ser 2008 A, AGM Insured
Ser A					5.000%, 05/01/20 (A)		1,030,000		1,168,669
4.000%, 08/01/19		500,000		557,955	Ser A, AGM Insured
Paramount, Unified School District,					5.000%, 05/01/26 (A)		365,000		388,681
GO, AGM Insured					Ser A, National-RE FGIC Insured
5.000%, 09/01/15		1,000,000		1,084,560	5.250%, 05/01/16		1,325,000		1,481,588
Peralta, Community College					Ser A, Prerefunded @ 100, AGM
District, GO					Insured
5.000%, 08/01/20		2,240,000		2,617,418	5.000%, 05/01/15 (A) (B)		2,155,000		2,325,978

The accompanying notes are an integral part of the financial statements.

HIGHMARK® FUNDS 73

schedule of investments

July 31, 2013

california intermediate tax-free bond fund (continued)

Description	Par		Value		Description	Par		Value
Municipal Bonds - (continued)					Municipal Bonds - (continued)
California - (continued)					California - (continued)
San Diego, Community College					San Juan, Unified School District,
District, GO					Election 2002, GO, AGM Insured
5.000%, 08/01/20	$	500,000	$	595,965	5.000%, 08/01/26 (A)	$	1,560,000	$	1,677,920
5.000%, 08/01/21		400,000		475,592	Election 2002, Ser A, GO,
5.000%, 08/01/24 (A)		2,000,000		2,279,860	National-RE Insured
San Diego, Public Facilities Financing					5.000%, 08/01/25 (A)		2,200,000		2,305,138
Authority,					Ser C, GO
Sewer Authority, Ser A, RB					5.000%, 08/01/19		625,000		737,362
5.250%, 05/15/26 (A)		1,675,000		1,890,556	San Lorenzo, Unified School District,
Sewer Authority, Ser B, RB					Election 2008, Ser A, GO
5.500%, 05/15/23 (A)		3,725,000		4,357,281	5.000%, 08/01/22 (A)		325,000		358,761
Water Authority, Ser B, RB					San Mateo, County, Transit District,
5.000%, 08/01/21 (A)		1,000,000		1,160,310	Sales Tax Revenue, Ser A, RB,
San Francisco City & County,					National-RE Insured
Airport Commission, International					5.250%, 06/01/16		2,150,000		2,404,710
Airport, Second Series, Issue 32F,					San Mateo, Joint Powers Financing
RB, National-RE FGIC Insured					Authority, Lease Revenue, Capital
5.000%, 05/01/22 (A)		2,000,000		2,191,940	Projects, Ser A, RB
5.250%, 05/01/19		2,150,000		2,550,050	5.250%, 07/15/24 (A)		1,000,000		1,101,640
Earthquake Safety,					San Rafael, Elementary School
Ser E, GO					District, GO
5.000%, 06/15/26 (A)		2,815,000		3,080,989	5.000%, 08/01/24 (A)		325,000		362,642
General Hospital,					Santa Clara, Valley Transportation
Ser A, GO					Authority, Measure A, Ser A, RB,
5.250%, 06/15/24 (A)		250,000		286,523	AMBAC Insured
Public Utilities Commission,					5.000%, 04/01/25 (A)		400,000		435,036
Water Revenue,					Santa Cruz, Elementary School
Ser A, RB, AGM Insured					District, GO
5.000%, 11/01/23 (A)		1,000,000		1,101,680	4.000%, 08/01/17		875,000		967,286
Ser D, RB					Santa Maria, Joint Unified High
5.000%, 11/01/26 (A)		3,075,000		3,390,126	School District,
Ser R1, GO					GO, AMBAC Insured
5.000%, 06/15/24 (A)		755,000		861,395	5.000%, 08/01/17 (A)		500,000		554,780
San Francisco Unified School District,					Ser A, ETM, GO, AGM Insured
Prop A, Election 2006, Ser B, GO					5.500%, 08/01/15		510,000		561,546
5.250%, 06/15/23 (A)		950,000		1,097,411	Santa Rosa, High School District, GO,
San Francisco, Bay Area Rapid Transit,					AGM Insured
Sales Tax Revenue, Ser A					5.000%, 08/01/24 (A)		1,090,000		1,188,438
5.000%, 07/01/23 (A)		500,000		576,035	Shasta-Tehama-Trinity, Joint
San Francisco, Community College					Community College District, GO
District, Election 2001, Ser B, GO,					5.000%, 08/01/26 (A)		560,000		596,411
National-RE Insured					Southern California, Public Power
5.000%, 06/15/20 (A)		2,085,000		2,113,544	Authority,
San Joaquin County, Delta					Power Project Revenue, Canyon
Community College District,					Power, Ser A, RB
Election 2004, Ser A, GO,					5.000%, 07/01/25 (A)		3,065,000		3,380,756
AGM Insured					Transmission Project Revenue, Sub
4.500%, 08/01/15		1,050,000		1,132,341	Southern Transmission, Ser A, RB
San Jose, Unified School District,					5.000%, 07/01/23 (A)		1,200,000		1,345,428
Election 2002, Ser C, GO, National-					State Center Community College
RE FGIC Insured					District, GO
5.000%, 08/01/20 (A)		835,000		929,747	5.000%, 08/01/20		1,000,000		1,173,410

The accompanying notes are an integral part of the financial statements.

74 HIGHMARK®FUNDS

schedule of investments

July 31, 2013

california intermediate tax-free bond fund (continued)

Description	Par		Value		Description		Shares		Value
Municipal Bonds - (continued)					Registered Investment Company - 0.5%
California - (continued)					BlackRock Liquidity Funds, California
Stockton, Unified School District,					Money Fund			1,149,504	$	1,149,504
Election 2005, GO, AGM Insured
5.000%, 08/01/16	$	645,000	$	713,067	Total Registered Investment Company
Torrance, Unified School District,					(Cost $1,149,504)					1,149,504
Election 2008, Measure Z, GO
5.500%, 08/01/25 (A)		1,000,000		1,137,420	Total Investments - 98.7%
University of California, Limited					(Cost $220,213,889)					227,554,055
Project,
Ser G, RB					Other Assets & Liabilities, Net - 1.3%					3,083,032
5.000%, 05/15/24 (A)		2,270,000		2,574,793
5.000%, 05/15/25 (A)		825,000		921,962	Net Assets - 100.0%				$	230,637,087
Ser O, RB
5.500%, 05/15/22 (A)		2,000,000		2,362,060
Upland Unified School District, GO					(A)	These securities are subject to a demand feature which reduces the effective maturity.
5.000%, 08/01/25 (A)		500,000		550,870	(B)	Prerefunded security - The maturity date shown is the prerefunded date.
Vista Unified School District, GO
5.000%, 08/01/21		500,000		581,050	AGM	- Assured Guaranty Municipal Corporation
5.000%, 08/01/22		500,000		577,090	AMBAC	- American Municipal Bond Assurance Corporation
5.000%, 08/01/24 (A)		300,000		335,508	COP	- Certificates of Participation
					ETM	- Escrowed to Maturity
Total Municipal Bonds					FGIC	- Financial Guaranty Insurance Corporation
(Cost $219,064,385)				226,404,551	GO	- General Obligation
					RB	- Revenue Bond
					Ser	- Series

A summary of the inputs used to value the Fund’s net assets as of July 31, 2013 is as follows (see Note 2 - significant accounting policies in the notes to financial statements):

	Total Fair Value at 07/31/13		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Municipal Bonds	$	226,404,551	$	—	$	226,404,551	$	—
Registered Investment Company		1,149,504		1,149,504		—		—
Total:	$	227,554,055	$	1,149,504	$	226,404,551	$	—

The accompanying notes are an integral part of the financial statements.

HIGHMARK® FUNDS 75

schedule of investments

July 31, 2013

national intermediate tax-free bond fund

Description	Par		Value		Description	Par		Value
Municipal Bonds - 96.1%					Municipal Bonds - (continued)
Alaska - 4.6%					California - (continued)
Alaska State, International Airports					San Francisco City & County, Airport
System, Ser D, RB,					Commission, International Airport,
National-RE Insured					Second Series, Issue 32F, RB,
5.000%, 10/01/22 (A)	$	2,055,000	$	2,255,753	National-RE FGIC Insured
Anchorage, City of Anchorage					5.250%, 05/01/19	$	1,000,000	$	1,186,070
Schools, Ser B, GO,					San Jose, Redevelopment Agency, TA,
5.000%, 08/01/24 (A)		1,000,000		1,110,950	Unrefunded, National-RE Insured
National-RE FGIC Insured					6.000%, 08/01/15		775,000		831,838
5.000%, 09/01/17		580,000		668,897	Torrance, Unified School District,
				4,035,600	Election of 2008, Measure Y, GO
Arizona - 2.4%					5.500%, 08/01/25 (A)		775,000		881,501
Phoenix, GO, Ser A									17,091,590
6.250%, 07/01/17		1,025,000		1,225,736	Connecticut - 4.1%
Tucson, Water System Revenue, RB					Connecticut State, Ser D, GO
5.000%, 07/01/21 (A)		775,000		873,006	5.000%, 11/01/19		2,220,000		2,624,129
				2,098,742	Ser F, GO
California - 19.3%					5.000%, 12/01/20 (A)		905,000		1,016,713
Apple Valley Unified School District,									3,640,842
GO, BAM Insured					Florida - 4.0%
4.000%, 08/01/20		425,000		463,802	Florida State, Board of Education,
California State, Department of					Public Education, GO Capital
Water Resources, Power Supply					Outlay, Ser A
Revenue, RB, Ser H, AGM Insured					5.000%, 06/01/18		525,000		612,407
5.000%, 05/01/22 (A)		1,000,000		1,139,600	Capital Outlay, Ser C
California State, GO Various Purposes					5.000%, 06/01/19		500,000		589,640
5.250%, 10/01/21 (A)		1,000,000		1,144,080	Ser D
5.625%, 04/01/25 (A)		1,250,000		1,395,438	5.000%, 06/01/22 (A)		2,000,000		2,319,720
Chico, Unified School District,									3,521,767
Ser B, GO, AGM Insured					Hawaii - 5.9%
5.000%, 08/01/25 (A)		1,625,000		1,768,439	Hawaii State Highway Revenue
Elsinore Valley, Municipal Water					Ser EA, GO
District, COP, National-RE					5.000%, 12/01/19		1,330,000		1,578,949
FGIC Insured					Ser EF, GO
5.375%, 07/01/18		835,000		964,876	5.000%, 11/01/23 (A)		1,090,000		1,275,769
Long Beach, Unified School District,					Honolulu City and County, Ser A, GO
Election 2008, Ser A, GO					5.000%, 04/01/25 (A)		1,080,000		1,203,336
5.250%, 08/01/24 (A)		525,000		598,542	University of Hawaii Revenue,
5.250%, 08/01/25 (A)		1,000,000		1,134,220	Ser A, RB
Los Angeles, Ser A, GO					5.500%, 10/01/22 (A)		500,000		571,690
5.000%, 09/01/23 (A)		2,000,000		2,295,480	5.500%, 10/01/23 (A)		500,000		589,355
Unified School District, Ser I, GO									5,219,099
5.000%, 07/01/25 (A)		1,000,000		1,115,140
Redding, Electric System Revenue,
Ser A, COP, AGM Insured
5.000%, 06/01/22 (A)		1,000,000		1,119,550
San Bernardino County, Community
College District, GO, Election 2002,
Ser A, Prerefunded @ 100
6.250%, 08/01/18 (A) (B)		850,000		1,053,014

The accompanying notes are an integral part of the financial statements.

76 HIGHMARK®FUNDS

schedule of investments

July 31, 2013

national intermediate tax-free bond fund (continued)

Description	Par		Value		Description	Par		Value
Municipal Bonds - (continued)					Municipal Bonds - (continued)
Idaho - 5.4%					Nevada - 3.3%
Idaho State, Housing & Finance					Clark County, Limited Tax-Bond
Association, Grant & Revenue					Bank, GO
Anticipation, Federal Highway					5.000%, 06/01/25 (A)	$	2,620,000	$	2,889,231
Trust, RB, National-RE Insured
5.000%, 07/15/15	$	1,000,000	$	1,083,180	New Jersey - 4.8%
Ser A, RB					New Jersey State, Ser L, GO,
5.000%, 07/15/22 (A)		580,000		641,149	AMBAC Insured
5.250%, 07/15/24 (A)		1,750,000		1,920,380	5.250%, 07/15/16		1,335,000		1,505,266
Twin Falls County, School District					New Jersey State, Transportation
No. 411, GO, National-RE Insured					Trust Fund Authority, RB
5.000%, 09/15/16		1,000,000		1,127,480	Ser A
				4,772,189	5.250%, 12/15/21		760,000		884,420
Illinois - 8.0%					5.500%, 12/15/22		1,020,000		1,198,388
Chicago Project & Refunding,					Ser C, AGM Insured
Ser A, GO					5.500%, 12/15/17		580,000		679,928
5.250%, 01/01/21 (A)		1,020,000		1,095,888					4,268,002
Ser A, GO, AGM Insured					New York - 5.5%
5.000%, 01/01/23 (A)		1,075,000		1,098,994	New York City, GO, AGM Insured
Ser C, GO					Fiscal 2008, SubSer C-1
5.000%, 01/01/23 (A)		1,285,000		1,345,703	5.000%, 10/01/24 (A)		1,205,000		1,345,117
Chicago, Board of Education,					Ser M, Unrefunded
Dedicated Revenues, Ser B, GO,					5.000%, 04/01/15		645,000		694,852
AMBAC Insured					ETM
5.000%, 12/01/23 (A)		1,375,000		1,424,610	5.000%, 04/01/15		405,000		435,950
Chicago, O’Hare International Airport					New York City, Transitional Finance
Revenue, Ser B, RB, AGM Insured					Authority, Subordinated Future Tax
5.000%, 01/01/19 (A)		1,930,000		2,099,589	Secured, RB Ser C
				7,064,784	5.000%, 11/01/17		550,000		636,328
Maryland - 0.6%					New York State, Thruway Authority,
Maryland State, State & Local					RB Second Highway and Bridge
Facilities-3rd, Ser A, GO					Trust Fund, Ser B
5.000%, 11/01/18		475,000		563,184	5.000%, 04/01/21 (A)		1,075,000		1,224,092
Massachusetts - 3.9%					Transportation, Ser A,
Massachusetts State, Bay					5.000%, 03/15/18		430,000		500,679
Transportation Authority, Ser A,									4,837,018
RB
5.250%, 07/01/18		600,000		710,022	Oregon - 1.7%
Consolidated Loan, Ser B, GO					Portland, Sewer System Revenue,
5.000%, 08/01/17		650,000		747,266	Second Lien, Ser B, RB, AGM
Massachusetts State, Water Resources					Insured
Authority, RB, Ser A,					5.000%, 06/15/23 (A)		1,320,000		1,505,315
National-RE Insured
5.250%, 08/01/16		1,310,000		1,482,737	Pennsylvania - 1.9%
Ser B					Commonwealth of Pennsylvania, GO
5.000%, 08/01/19		415,000		490,559	First Ser
				3,430,584	5.000%, 07/01/17		385,000		442,492
Minnesota - 1.2%					First Ser A
Minnesota State, Ser A, GO					5.000%, 11/01/18 (A)		1,050,000		1,208,392
5.000%, 10/01/20		855,000		1,022,127					1,650,884

The accompanying notes are an integral part of the financial statements.

HIGHMARK® FUNDS 77

schedule of investments

July 31, 2013

national intermediate tax-free bond fund (continued)

Description	Par		Value		Description		Par/Shares		Value
Municipal Bonds - (continued)					Municipal Bonds - (continued)
Texas - 11.3%					Washington - 4.8%
Houston, Texas Utility System					King & Pierce County School District
Revenue, RB, Combined First Lien,					No. 408, GO, School Board
Ser A, AGM Insured					Guarantee
5.250%, 11/15/17	$	1,135,000	$	1,325,748	5.000%, 12/01/21 (A)		$	1,000,000	$	1,152,310
Combined First Lien, Ser D					Pierce County, GO, AMBAC Insured
5.000%, 11/15/19		1,800,000		2,122,848	5.125%, 08/01/16 (A)			1,375,000		1,490,032
Lamar Consolidated Independent					Washington State, Ser A, GO
School District, Schoolhouse, GO,					5.000%, 07/01/19 (A)			1,425,000		1,613,670
PSF Insured										4,256,012
5.000%, 02/15/17		800,000		910,880	Total Municipal Bonds
Lower Colorado River Authority, RB					(Cost $81,521,916)					84,923,528
5.000%, 05/15/21 (A)		990,000		1,110,107
5.000%, 05/15/22 (A)		805,000		888,801	Registered Investment Company - 2.8%
5.000%, 05/15/23 (A)		90,000		98,294	Dreyfus Cash Management			2,457,902		2,457,902
Prerefunded @ 100 (A) (B)					Total Registered Investment Company
5.000%, 05/15/19		5,000		5,889	(Cost $2,457,902)					2,457,902
5.000%, 05/15/19		60,000		70,667
5.000%, 05/15/19		35,000		41,222	Total Investments - 98.9%
5.000%, 05/15/19		10,000		11,778	(Cost $83,979,818)					87,381,430
5.000%, 05/15/19		5,000		5,889
5.000%, 05/15/19		5,000		5,889	Other Assets & Liabilities, Net - 1.1%					934,357
North East Independent School
District, Ser A, GO, PSF Insured					Net Assets - 100.0%				$	88,315,787
5.000%, 08/01/17		650,000		749,190
San Antonio, Water Revenue, RB,
National-RE FGIC Insured					(A)	These securities are subject to a demand feature which reduces the effective maturity date.
5.000%, 05/15/17		1,000,000		1,144,330	(B)	Prerefunded security - The maturity date shown is the prerefunded date.
Texas State, University Systems
Financing Revenue, RB					AGM	- Assured Guaranty Municipal Corporation
5.250%, 03/15/21 (A)		1,280,000		1,474,342	AMBAC	- American Municipal Bond Assurance Corporation
				9,965,874	BAM	- Build America Mutual
Utah - 1.8%					COP	- Certificates of Participation
Utah State, Board of Regents					ETM	- Escrowed to Maturity
Auxilliary & Campus Facilities					FGIC	- Financial Guaranty Insurance Corporation
Revenue, Ser A, RB,					GO	- General Obligation
National-RE Insured					PSF	- Priority Solidarity Fund
5.000%, 04/01/17 (A)		1,525,000		1,631,353	RB	- Revenue Bond
					Ser	- Series
Virginia - 1.6%					TA	- Tax Allocation
City of Newport News, Ser A, GO
5.000%, 07/01/24 (A)		785,000		879,271
Fairfax County, Public Improvements,
Ser A, GO State Aid Withholding
5.000%, 04/01/19 (A)		500,000		580,060
				1,459,331

A summary of the inputs used to value the Fund's net assets as of July 31, 2013 is as follows (see Note 2—significant accounting policies in the notes to financial statements):

	Total Fair Value at 07/31/13		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Municipal Bonds	$	84,923,528	$	—	$	84,923,528	$	—
Registered Investment Company		2,457,902		2,457,902		—		—
Total:	$	87,381,430	$	2,457,902	$	84,923,528	$	—

The accompanying notes are an integral part of the financial statements.

78 HIGHMARK®FUNDS

schedule of investments

July 31, 2013

short term bond fund

Description	Par		Value		Description	Par		Value
Corporate Obligations - 52.9%					Corporate Obligations - (continued)
Consumer Discretionary - 1.7%					Financials - (continued)
Comcast					Capital One Financial
5.300%, 01/15/14	$	1,150,000	$	1,173,850	1.000%, 11/06/15	$	2,000,000	$	1,986,322
Macy’s Retail Holdings					Citigroup
7.875%, 07/15/15		1,000,000		1,128,958	1.750%, 05/01/18		2,250,000		2,172,915
Time Warner Cable					Fifth Third Bank
7.500%, 04/01/14		400,000		417,158	1.450%, 02/28/18		1,550,000		1,505,624
				2,719,966	Ford Motor Credit
Consumer Staples - 3.9%					3.875%, 01/15/15		1,450,000		1,496,087
Anheuser-Busch Inbev Worldwide					General Electric Capital, MTN
0.800%, 07/15/15		1,200,000		1,203,496	2.300%, 04/27/17		2,250,000		2,282,924
Heineken (A)					JPMorgan Chase
0.800%, 10/01/15		1,200,000		1,194,920	5.125%, 09/15/14		500,000		522,677
Kellogg					Lehman Brothers Holdings, MTN (B)
1.125%, 05/15/15		1,700,000		1,710,965	0.000%, 12/01/49		500,000		124,375
Walgreen					NASDAQ OMX Group
1.800%, 09/15/17		2,250,000		2,246,328	5.250%, 01/16/18		750,000		811,916
				6,355,709	PACCAR Financial, MTN
Energy - 5.2%					0.800%, 02/08/16		1,210,000		1,207,137
Energy Transfer Partners					Toronto-Dominion Bank, MTN
8.500%, 04/15/14		522,000		549,054	1.400%, 04/30/18		950,000		925,147
Enterprise Products Operating					Wachovia
3.200%, 02/01/16		1,750,000		1,841,502	4.875%, 02/15/14		2,000,000		2,045,824
Kinder Morgan Energy Partners					Wells Fargo
5.000%, 12/15/13		1,332,000		1,352,368	1.500%, 01/16/18		1,000,000		977,098
Petrobras International Finance					Westpac Banking
3.875%, 01/27/16		2,000,000		2,063,444	2.250%, 07/30/18		1,050,000		1,047,969
Petrohawk Energy									33,688,602
7.875%, 06/01/15		1,800,000		1,831,500	Foreign Government - 0.5%
7.250%, 08/15/18		900,000		985,500	Mexico Government
				8,623,368	International Bond
Financials - 20.5%					5.875%, 02/17/14		750,000		769,500
American Express Credit, MTN
1.750%, 06/12/15		2,000,000		2,033,051	Health Care - 7.9%
American International Group					AbbVie (A)
4.250%, 09/15/14		1,875,000		1,942,598	1.200%, 11/06/15		2,600,000		2,609,871
Bank of America, MTN					Baxter International
7.375%, 05/15/14		1,500,000		1,575,225	0.950%, 06/01/16		2,125,000		2,128,211
Bank of New York Mellon, MTN					Boston Scientific
1.350%, 03/06/18		2,500,000		2,432,205	5.450%, 06/15/14		1,000,000		1,037,880
Bank of Nova Scotia					Gilead Sciences
1.450%, 04/25/18		800,000		778,097	3.050%, 12/01/16		1,500,000		1,590,320
BB&T, MTN (C)					2.400%, 12/01/14		350,000		357,447
1.133%, 06/15/18		1,800,000		1,800,860	McKesson
Berkshire Hathaway Finance					0.950%, 12/04/15		1,575,000		1,578,663
1.600%, 05/15/17		1,800,000		1,811,120	Merck (C)
BP Capital Markets PLC					0.634%, 05/18/18		2,050,000		2,052,903
3.875%, 03/10/15		1,250,000		1,314,379	UnitedHealth Group
1.375%, 11/06/17		750,000		735,452	0.850%, 10/15/15		1,100,000		1,102,175
Canadian Imperial Bank of Commerce					Wellpoint
1.350%, 07/18/16		2,150,000		2,159,600	6.000%, 02/15/14		475,000		488,421
									12,945,891

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 79

schedule of investments

July 31, 2013

short term bond fund (continued)

Description	Par		Value		Description	Par		Value
Corporate Obligations - (continued)					U.S. Government Agency Mortgage-Backed
Industrial - 1.7%					Obligations - 17.6%
Continental Airlines Pass Through					FHLMC Gold
Trust, Ser 2010-1, Cl A					6.000%, 09/01/13	$	265	$	265
4.750%, 01/12/21	$	892,095	$	963,462	6.000%, 04/01/14		3,320		3,362
Delta Air Lines Pass Through Trust,					6.000%, 05/01/14		2,504		2,555
Ser 2011-1, Cl A					6.000%, 05/01/14		2,092		2,135
5.300%, 04/15/19		803,758		872,077	6.000%, 05/01/14		946		965
Ser 2012-1, Cl A					6.000%, 05/01/14		14,464		14,671
4.750%, 05/07/20		964,292		1,031,793	6.000%, 07/01/14		17,881		18,152
				2,867,332	6.000%, 10/01/16		38,040		40,274
					6.000%, 04/01/17		111,819		120,062
Information Technology - 3.6%					6.000%, 04/01/29		44,931		50,070
Hewlett-Packard					6.000%, 04/01/38		228,603		251,746
3.000%, 09/15/16		2,000,000		2,066,401	5.500%, 07/01/15		30,280		31,991
International Business Machines					5.500%, 03/01/17		36,332		38,696
1.250%, 02/06/17		1,000,000		994,169	5.500%, 12/01/17		3,783		4,028
Oracle (C)					5.500%, 02/01/18		48,549		51,819
0.848%, 01/15/19		1,000,000		1,005,340	5.500%, 11/01/18		5,434		5,800
Xerox (C)					5.500%, 10/01/32		275,457		300,030
1.672%, 09/13/13		850,000		850,732	5.500%, 12/01/34		158,638		172,342
1.094%, 05/16/14		1,000,000		999,998	5.000%, 10/01/18		145,432		154,308
				5,916,640	5.000%, 07/01/20		61,822		66,682
					5.000%, 06/01/25		269,722		290,816
Materials - 3.3%					4.500%, 07/01/20		518,358		550,032
Ball					4.500%, 01/01/25		743,708		787,092
7.375%, 09/01/19		1,820,000		1,970,150	4.000%, 07/01/25		604,674		637,605
Ecolab					3.500%, 12/01/25		582,145		609,543
2.375%, 12/08/14		1,225,000		1,248,392	3.500%, 03/01/27		861,514		901,795
1.000%, 08/09/15		500,000		499,812	FHLMC, ARM
Rio Tinto Finance USA					3.476%, 06/01/39		217,826		231,507
1.625%, 08/21/17		1,750,000		1,723,195	2.782%, 03/01/35		149,817		159,593
				5,441,549	2.772%, 11/01/35		1,124,539		1,195,788
					2.464%, 10/01/36		1,275,473		1,357,501
Telecommunication Services - 2.3%					2.456%, 09/01/36		1,013,648		1,077,155
AT&T					2.374%, 12/01/34		1,148,387		1,217,668
0.800%, 12/01/15		1,800,000		1,795,913	2.368%, 01/01/34		218,740		232,419
Cellco Partnership/Verizon Wireless					FHLMC, CMO REMIC,
Capital					5.000%, 05/15/23		519,643		566,080
5.550%, 02/01/14		2,000,000		2,046,238	FNMA
				3,842,151	8.000%, 06/01/30		2,670		3,219
					8.000%, 11/01/30		1,961		2,362
Utilities - 2.3%					6.500%, 06/01/16		15,632		16,428
Exelon Generation					6.500%, 07/01/16		11,658		12,314
5.350%, 01/15/14		1,500,000		1,531,046	6.500%, 11/01/16		11,090		12,154
MidAmerican Energy Holdings, Ser D					6.500%, 01/01/17		13,279		14,171
5.000%, 02/15/14		1,750,000		1,790,962	6.500%, 02/01/17		4,863		5,166
Southern California Edison					6.500%, 04/01/17		19,871		21,265
5.750%, 03/15/14		500,000		515,705	6.500%, 07/01/17		19,520		20,973
				3,837,713	6.000%, 04/01/16		54,975		57,601
					6.000%, 04/01/16		118,575		123,845
Total Corporate Obligations					6.000%, 05/01/16		132,603		137,813
(Cost $87,001,807)				87,008,421	6.000%, 05/01/16		20,634		21,142
					6.000%, 06/01/16		6,201		6,497

The accompanying notes are an integral part of the financial statements.

80 HighMark®Funds

schedule of investments

July 31, 2013

short term bond fund (continued)

Description	Par		Value		Description	Par		Value
U.S. Government Agency Mortgage-Backed					Mortgage-Backed Securities - 4.5%
Obligations - (continued)					Chase Mortgage Finance,
FNMA (continued)					Ser 2004-S1, CI A3
6.000%, 08/01/16	$	11,907	$	12,543	5.500%, 02/25/19	$	101,971	$	102,428
6.000%, 10/01/16		31,430		33,194	Credit Suisse First Boston Mortgage
6.000%, 05/01/18		88,490		93,408	Securities, Ser 2004-C2, Cl A2 (C)
5.500%, 07/01/14		10,469		11,071	5.416%, 05/15/36		2,600,000		2,639,900
5.500%, 09/01/14		11,525		12,188	DBUBS Mortgage Trust,
5.500%, 08/01/15		35,950		38,020	Ser 2011-LC1A, Cl A1 (A)
5.500%, 12/01/16		14,865		15,741	3.742%, 11/10/46		1,276,708		1,352,201
5.500%, 01/01/17		104,822		110,993	Master Asset Securitization Trust,
5.500%, 09/01/17		173,078		183,286	Ser 2003-10, Cl 2A1
5.500%, 09/01/17		17,232		18,249	4.500%, 11/25/13		921		920
5.500%, 10/01/17		27,418		29,181	Merrill Lynch Mortgage Investors
5.500%, 11/01/17		44,146		46,746	Trust, Ser 2005-A2, Cl A4 (C)
5.500%, 12/01/17		25,163		26,654	2.546%, 02/25/35		39,075		39,059
5.500%, 02/01/18		3,497		3,715	Morgan Stanley Capital I,
5.500%, 04/01/18		7,489		7,952	Ser 2003-T11, Cl A4
5.500%, 10/01/18		8,514		9,018	5.150%, 06/13/41		15,359		15,348
5.500%, 12/01/18		300,309		318,068	Residential Funding Mortgage
5.500%, 09/01/34		352,842		385,254	Securities I, Ser 2004-S3, Cl A1
5.500%, 01/01/35		277,196		307,140	4.750%, 03/25/19		366,712		375,178
5.140%, 01/01/16		921,261		987,685	Sequoia Mortgage Trust, (C)
5.000%, 05/01/23		662,075		711,801	Ser 2012-1, Cl 2A1
4.500%, 09/01/24		2,045,213		2,175,352	3.474%, 01/25/42		441,245		446,918
4.500%, 04/01/25		576,457		621,912	Ser 2012-2, Cl A2
4.000%, 09/01/20		938,541		993,968	3.500%, 04/25/42		895,838		880,069
3.500%, 09/01/25		1,374,801		1,442,091	Ser 2013-1, Cl 1A1
3.500%, 12/01/25		743,767		780,152	1.450%, 02/25/43		1,282,250		1,237,405
3.500%, 04/01/26		444,111		465,794	Washington Mutual,
3.500%, 07/01/26		447,111		468,946	Ser 2005-8, Cl 1A8
3.000%, 04/01/27		1,962,750		2,021,051	5.500%, 10/25/35		41,584		36,945
FNMA, ARM					Wells Fargo Mortgage Backed
2.661%, 09/01/33		99,496		105,866	Securities Trust,
2.511%, 01/01/36		586,564		622,932	Ser 2003-M, Cl A1 (C)
2.417%, 06/01/34		1,002,775		1,058,766	4.694%, 12/25/33		200,788		201,297
2.306%, 09/01/35		1,434,202		1,507,030	Total Mortgage-Backed Securities
2.288%, 08/01/27		16,989		17,690	(Cost $7,437,221)				7,327,668
1.946%, 01/01/35		395,600		419,086
FNMA, CMO REMIC,					Asset-Backed Securities - 19.1%
Ser 2002-18, Cl PC					AEP Texas Central Transition Funding,
5.500%, 04/25/17		7,558		7,609	Ser 2012-1, Cl A1
Ser 2003-3, Cl BC					0.880%, 12/01/18		2,004,762		2,006,047
5.000%, 02/25/18		206,782		218,033	Ally Auto Receivables Trust,
GNMA, CMO,					Ser 2013-1, Cl A3
Ser 2006-42, Cl B					0.630%, 05/15/17		2,720,000		2,709,884
5.173%, 08/16/46		725,244		769,820	Ally Master Owner Trust,
Ser 2011-20, Cl A					Ser 2011-4, Cl A2
1.883%, 04/16/32		348,286		351,332	1.540%, 09/15/16		300,000		302,333
Total U.S. Government Agency					Ally Master Owner Trust,
Mortgage-Backed Obligations					Ser 2011-1, Cl A2
(Cost $28,672,302)				29,008,834	2.150%, 01/15/16		1,075,000		1,082,209

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 81

schedule of investments

July 31, 2013

short term bond fund (continued)

Description	Par		Value		Description		Par/Shares		Value
Asset-Backed Securities - (continued)					U.S. Treasury Obligations - 4.4%
American Express Credit Account					U.S. Treasury Notes
Secured Note Trust,					1.000%, 05/31/18		$	2,250,000	$	2,214,140
Ser 2012-4, Cl A (C)					0.750%, 06/15/14			5,000,000		5,026,560
0.431%, 05/15/20	$	2,500,000	$	2,492,550	Total U.S. Treasury Obligations
ARI Fleet Lease Trust,					(Cost $7,265,730)					7,240,700
Ser 2012-B, Cl A (A) (C)
0.491%, 01/15/21		1,415,363		1,412,794	U.S. Government Agency Obligations - 1.8%
Avis Budget Rental Car Funding					KE Export Leasing 2011-II
AESOP, (A)					(Guaranteed by Export-Import
Ser 2011-1A, Cl A					Bank of the United States) (C)
1.850%, 11/20/14		1,500,000		1,503,596	0.490%, 05/19/24			2,000,000		1,997,526
Ser 2011-2A, Cl A					KE Export Leasing 2013-A
2.370%, 11/20/14		750,000		761,670	(Guaranteed by Export-Import
CAL Funding II,					Bank of the United States) (C)
Ser 2012-1A, Cl A (A)					0.503%, 02/28/25			978,211		975,198
3.470%, 10/25/27		925,000		923,623	Total U.S. Government Agency
Cards II Trust,					Obligations
Ser 2012-4A, Cl A (A) (C)					(Cost $2,978,211)					2,972,724
0.641%, 09/15/17		3,500,000		3,502,380
Centerpoint Energy Transition Bond,					Senior Loan Note - 0.3%
Ser 2008-A, Cl A1					Consumer Staples - 0.3%
4.192%, 02/01/20		982,611		1,034,252	H.J. Heinz, Term Loan
Enterprise Fleet Financing,					3.250%, 06/07/19 (C)			500,000		502,709
Ser 2013-1, Cl A2 (A)					Total Senior Loan Note
0.680%, 09/20/18		2,000,000		1,994,694	(Cost $496,909)					502,709
Ford Credit Auto Owner Trust
Ser 20012-A, Cl A3					Registered Investment Company - 1.1%
0.840%, 08/15/16		1,289,781		1,292,025	Dreyfus Cash Management			1,820,102		1,820,102
Hertz Vehicle Financing,					Total Registered Investment Company
Ser 2011-1A, Cl A1 (A)					(Cost $1,820,102)					1,820,102
2.200%, 03/25/16		1,400,000		1,424,200	Total Investments - 101.7%
Honda Auto Receivables Owner Trust,					(Cost $167,138,671)					167,386,910
Ser 2012-1, Cl A3					Other Assets & Liabilities, Net - (1.7)%
0.770%, 01/15/16		2,000,000		2,004,302						(2,804,780	)
SLM Student Loan Trust,					Net Assets - 100.0%				$	164,582,130
Ser 2011-A, Cl A1 (A) (C)
1.191%, 10/15/24		1,446,131		1,449,090
SLM Student Loan Trust,					(A)	Securities sold within the terms of a private placement
Ser 2011-2, Cl A1 (C)						memorandum, exempt from registration under Section 3(a), 4(2) or
0.790%, 11/25/27		1,523,343		1,523,343		144A of the Securities Act of 1933, as amended, and may be sold
Toyota Auto Receivables Owner Trust,						only to the dealers in that program or other “accredited investors”.
Ser 2012-B, Cl A3						The value of these securities as of July 31, 2013 was $18,129,039
0.460%, 07/15/16		2,000,000		1,995,348		and represented 11.0% of net assets.
Volkswagen Auto Loan Enhanced					(B)	The issuer is in default of certain debt covenants. Income is not
Trust, Ser 2011-1, Cl A3						being accrued. As of July 31, 2013, the value of these securities
1.220%, 06/22/15		647,795		649,262		amounted to $124,375 which represents 0.1% of net assets.
World Omni Auto Receivables Trust,					(C)	Floating rate security. Rate disclosed is as of July 31, 2013.
Ser 2011-A, Cl A4				��		For senior loan notes, the rate shown may represent a
1.910%, 04/15/16		1,425,000		1,442,150		weighted average interest rate.
Total Asset-Backed Securities
(Cost $31,466,389)				31,505,752

The accompanying notes are an integral part of the financial statements.

82 HighMark®Funds

schedule of investments

July 31, 2013

short term bond fund (concluded)

ARM - Adjustable Rate Mortgage

Cl - Class

CMO - Collateralized Mortgage Obligation

FHLMC - Federal Home Loan Mortgage Corporation

FNMA  - Federal National Mortgage Association

GNMA - Government National Mortgage Association

MTN - Medium Term Note

PLC - Public Liability Company

REMIC  - Real Estate Mortgage Investment Conduit

Ser - Series

A summary of the inputs used to value the Fund’s net assets as of July 31, 2013 is as follows (see Note 2 - significant accounting policies in the notes to financial statements):

	Total Fair Value at 07/31/13		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Corporate Obligations	$	87,008,421	$	—	$	87,008,421	$	—
U.S. Government Agency Mortgage-Backed Obligations		29,008,834		—		29,008,834		—
Mortgage-Backed Securities		7,327,668		—		7,327,668		—
Asset-Backed Securities		31,505,752		—		31,505,752		—
U.S. Treasury Obligations		7,240,700		—		7,240,700		—
U.S. Government Agency Obligations		2,972,724		—		2,972,724		—
Senior Loan Note		502,709		—		502,709		—
Registered Investment Company		1,820,102		1,820,102		—		—
Total:	$	167,386,910	$	1,820,102	$	165,566,808	$	—

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 83

schedule of investments

July 31, 2013

wisconsin tax-exempt fund

Description	Par		Value		Description	Par		Value
Municipal Bonds - 96.4%					Municipal Bonds - (continued)
Guam - 1.6%					Puerto Rico - (continued)
Guam Government Business Privilege,					Ser XX, RB
Ser A, RB					4.625%, 07/01/25 (A)	$	2,100,000	$	1,845,984
5.000%, 01/01/19	$	750,000	$	857,490	Puerto Rico Municipal Finance
Guam Power Authority, Ser A, RB,					Agency,
AGM Insured					Ser A, GO, AGM Insured
5.000%, 10/01/19		515,000		581,775	5.000%, 08/01/30 (A)		880,000		812,601
5.000%, 10/01/22		870,000		969,737	Ser C, GO, CIFG Insured
				2,409,002	5.250%, 08/01/23		1,000,000		1,030,280
					Puerto Rico Public Buildings
Massachusetts - 0.7%					Authority, Revenue Refunding,
					Government Facilities, Ser H, RB,
Massachusetts State Housing Finance					AMBAC, Commonwealth
Agency, Multi-Family Housing					Guaranteed
Authority, ETM, RB, HUD Section 8					5.500%, 07/01/17		1,250,000		1,293,525
7.000%, 04/01/21 (A)		910,000		1,171,752	Government Facilities, Ser U, RB
Puerto Rico - 20.2%					5.000%, 07/01/20		2,000,000		1,926,340
					Ser L, RB, XLCA, Commonwealth
Commonwealth of Puerto Rico,					Guaranteed
Public Improvement,					5.500%, 07/01/21		500,000		490,095
GO, AGM Insured, Unrefunded					Puerto Rico Sales Tax Financing,
Balance					Corporate Sales Tax Revenue, First
5.125%, 07/01/30 (A)		750,000		702,773	Sub-Ser A, RB
Ser A, GO, National-RE Insured					5.500%, 08/01/37 (A)		2,500,000		2,366,375
5.500%, 07/01/20		1,020,000		1,011,289	5.750%, 08/01/37 (A)		1,400,000		1,369,704
Ser A, GO, XLCA Insured					6.375%, 08/01/39 (A)		3,000,000		3,055,980
5.500%, 07/01/17		1,130,000		1,169,347	6.000%, 08/01/42 (A)		1,000,000		998,630
Puerto Rico Commonwealth Highway					6.500%, 08/01/44 (A)		2,000,000		2,044,720
& Transportation Authority,					Ser C, RB
Grant Anticipation Revenue, RB,					5.000%, 08/01/22 (A)		1,000,000		1,088,720
National-RE Insured					Unrefunded Balance
5.000%, 09/15/20 (A)		780,000		802,987	5.000%, 08/01/17		505,000		550,197
Transportation Revenue,									30,748,287
Ser AA-1, RB, AGM Insured,
Unrefunded Balance					Virgin Islands - 5.9%
4.950%, 07/01/26 (A)		880,000		847,845
Transportation Revenue,					Virgin Islands Public Finance
Ser E, RB, AGM Insured					Authority,
5.500%, 07/01/23		1,120,000		1,176,302	Gross Receipts Taxes Loan Note,
Transportation Revenue, Ser N, RB					RB, ACA Insured
5.500%, 07/01/23		1,120,000		1,079,355	5.000%, 10/01/31 (A)		1,185,000		1,203,332
Puerto Rico Commonwealth					National-RE FGIC Insured
Infrastructure Financing Authority,					5.000%, 10/01/21 (A)		2,000,000		2,090,780
Special Tax Revenue, Ser A,					5.000%, 10/01/23 (A)		1,000,000		1,033,850
BHAC Credit, FGIC Insured					5.000%, 10/01/24 (A)		2,500,000		2,573,725
5.500%, 07/01/22		1,385,000		1,554,967	5.000%, 10/01/27 (A)		2,000,000		2,026,140
FGIC Insured									8,927,827
5.500%, 07/01/21		945,000		926,279
Puerto Rico Electric Power Authority,					Wisconsin - 68.0%
Ser TT, RB
5.000%, 07/01/22 (A)		300,000		287,187	Beloit, Community Development
Ser UU, RB, AGM Insured					Authority,
5.000%, 07/01/20 (A)		1,000,000		1,035,160	Lease Revenue, RB
Ser WW, RB					4.700%, 03/01/21 (A)		345,000		366,445
5.500%, 07/01/38 (A)		1,500,000		1,281,645	4.750%, 03/01/22 (A)		300,000		316,293

The accompanying notes are an integral part of the financial statements.

84 HighMark®Funds

schedule of investments

July 31, 2013

wisconsin tax-exempt fund (continued)

Description	Par		Value		Description	Par		Value
Municipal Bonds - (continued)					Municipal Bonds - (continued)
Wisconsin - (continued)					Wisconsin - (continued)
Ser A, RB					Johnson Creek, Community
1.820%, 06/01/18 (A)	$	475,000	$	468,003	Development Authority, Lease
Burlington, Community Development					Revenue, RB, Tax Increment
Authority, Lease Revenue, RB					District No. 3
4.000%, 04/01/16 (A)		200,000		210,010	2.650%, 12/01/24 (A)	$	350,000	$	312,599
4.100%, 04/01/17 (A)		750,000		784,252	2.800%, 12/01/25 (A)		200,000		174,716
City of Appleton, Fox Cities					2.900%, 12/01/26 (A)		200,000		171,488
Performing Arts, RB					Madison, Community Development
2.200%, 09/01/18		355,000		353,974	Authority Revenue, Wisconsin
2.400%, 09/01/19		290,000		286,160	Alumni Research Fund Project, RB
2.600%, 09/01/20		355,000		346,725	5.000%, 10/01/14		225,000		237,197
Cudahy Community Development					5.000%, 10/01/22 (A)		1,065,000		1,237,338
Authority, Lease Revenue,					5.000%, 10/01/27 (A)		925,000		1,034,899
Ser A, RB					5.000%, 10/01/28 (A)		250,000		276,705
1.200%, 06/01/17		500,000		494,720	5.000%, 10/01/34 (A)		4,500,000		4,823,955
1.500%, 06/01/18		400,000		394,212	Milwaukee Redevelopment Authority,
1.750%, 06/01/19		300,000		292,812	Milwaukee School of Engineers,
1.950%, 06/01/19		145,000		142,255	RB, AGM Insured
2.200%, 06/01/20		250,000		242,355	2.750%, 04/01/21		1,080,000		1,071,889
2.400%, 06/01/21 (A)		360,000		344,045	3.000%, 04/01/22		375,000		369,713
2.600%, 06/01/22 (A)		245,000		231,988	3.200%, 04/01/23 (A)		1,000,000		983,070
Cudahy, Community Development					3.750%, 04/01/28 (A)		950,000		879,852
Authority, Redevelopment Lease					4.100%, 04/01/32 (A)		2,500,000		2,327,175
Revenue, RB					Milwaukee Redevelopment Authority,
4.250%, 06/01/17 (A)		500,000		529,600	Public Schools, Ser A, RB
Delafield, Community Development					5.000%, 08/01/17		1,000,000		1,139,300
Authority, Redevelopment					5.000%, 08/01/18		1,000,000		1,157,250
Revenue, St. Johns Northwestern					Milwaukee, Redevelopment
Military, RB, LOC Town Bank/FHLB					Authority, Summerfest Project, RB
4.150%, 06/01/25 (A)		250,000		262,313	4.500%, 08/01/23 (A)		110,000		116,799
4.250%, 06/01/26 (A)		330,000		345,563	4.700%, 08/01/25 (A)		110,000		115,722
4.600%, 06/01/30 (A)		600,000		625,512	5.000%, 08/01/30 (A)		2,000,000		2,081,940
Glendale, Community Development					Milwaukee, Redevelopment
Authority,					Authority, Lease Revenue,
Lease Revenue, RB					Milwaukee Public Schools,
2.600%, 09/01/21 (A)		3,250,000		3,144,895	Congress School, Ser A, RB
2.750%, 09/01/22 (A)		2,750,000		2,629,605	4.500%, 08/01/20 (A)		500,000		500,000
Bayshore Public Parking Facility,					4.600%, 08/01/22 (A)		500,000		514,145
Ser A					RB, AMBAC Insured
5.000%, 10/01/24 (A)		1,500,000		1,527,585	3.800%, 08/01/14 (A)		1,000,000		1,000,000
4.750%, 10/01/27 (A)		1,000,000		1,017,710	4.000%, 08/01/16 (A)		1,000,000		1,000,000
Tax Increment District No. 7, Ser B					4.100%, 08/01/17 (A)		1,000,000		1,000,000
3.850%, 09/01/20 (A)		2,250,000		2,371,477	4.125%, 08/01/18 (A)		2,010,000		2,010,000
Green Bay, Redevelopment Authority,					Monroe, Redevelopment Authority,
Bellin Memorial Hospital					Development Revenue, Monroe
Project, RB					Clinic Inc., RB
6.000%, 12/01/29 (A)		1,000,000		1,059,170	5.875%, 02/15/39 (A)		2,850,000		2,989,650
6.150%, 12/01/32 (A)		1,000,000		1,062,110	Neenah, Community Development
Lease Revenue, Refunding,					Authority, Lease Revenue,
Convention Center Project, RB					Ser A, RB
4.200%, 06/01/25 (A)		1,000,000		1,020,070	4.300%, 12/01/20 (A)		1,000,000		1,047,290
4.300%, 06/01/29 (A)		1,000,000		1,004,880	5.125%, 12/01/23 (A)		1,000,000		1,058,940
					4.625%, 12/01/28 (A)		600,000		609,462

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 85

schedule of investments

July 31, 2013

wisconsin tax-exempt fund (continued)

Description	Par		Value		Description	Par		Value
Municipal Bonds - (continued)					Municipal Bonds - (continued)
Wisconsin - (continued)					Wisconsin - (continued)
4.700%, 12/01/28 (A)	$	1,250,000	$	1,254,575	Weston, Community Development
4.750%, 12/01/32 (A)		400,000		401,472	Authority, Lease Revenue,
Onalaska, Community Development					Ser A, RB
Authority, Lease Revenue, RB					4.100%, 10/01/16 (A)	$	500,000	$	516,890
3.900%, 10/01/14 (A)		100,000		100,606	4.250%, 10/01/17 (A)		200,000		206,280
4.000%, 10/01/15 (A)		100,000		100,622	4.400%, 10/01/18 (A)		500,000		514,990
4.150%, 10/01/16 (A)		200,000		201,294	5.250%, 10/01/20 (A)		445,000		459,178
Osceola Redevelopment Authority,					4.500%, 10/01/21 (A)		100,000		103,960
Lease Revenue, Refunding,					4.700%, 10/01/21 (A)		1,230,000		1,256,629
Ser A, RB					4.625%, 10/01/25 (A)		825,000		839,891
1.350%, 12/01/13		175,000		175,161	Guaranty Agreement:
1.650%, 12/01/14		200,000		201,246	Associated Trust Co.
1.900%, 12/01/15		175,000		176,764	4.350%, 10/01/18 (A)		500,000		501,480
Southeast Wisconsin Professional					4.450%, 10/01/19 (A)		500,000		501,310
Baseball Park District,					Ser B, RB
League, Capital Appreciation, COP,					4.750%, 10/01/22 (A)		130,000		132,464
ETM, National-RE Insured					4.750%, 10/01/23 (A)		140,000		142,428
0.000%, 12/15/15		970,000		951,987	Wisconsin Center District,
0.000%, 12/15/17		1,000,000		939,520	Capital Appreciation, Senior
Sales Tax Revenue, Refunding,					Dedicated Tax Revenue, Ser A, RB,
Ser A, RB, EDTM, National-					National-
RE Insured					RE Insured
5.500%, 12/15/18		250,000		299,685	0.000%, 12/15/26		2,500,000		1,381,075
5.500%, 12/15/19		2,200,000		2,675,794	Junior Dedicated Tax Revenue,
5.500%, 12/15/20		1,000,000		1,222,500	Ser A, RB
5.500%, 12/15/21		1,500,000		1,832,430	5.000%, 12/15/32		1,000,000		1,024,000
Ser A, RB, National-RE Insured					Ser 1998A, Junior Dedicated Tax
5.500%, 12/15/14		3,660,000		3,918,616	Revenue, RB, AGM Insured
5.500%, 12/15/23		1,025,000		1,213,241	5.250%, 12/15/23		2,585,000		2,847,817
5.500%, 12/15/26		4,510,000		5,200,301	Wisconsin Dells,
Sun Prairie, Community Development					Community Development
Authority,					Authority, Lease Revenue, RB
Lease Revenue, RB					5.000%, 03/01/22 (A)		1,500,000		1,658,865
4.400%, 08/01/20 (A)		150,000		150,183	4.600%, 03/01/25 (A)		1,200,000		1,277,172
4.500%, 08/01/21 (A)		150,000		150,155	Ser A
Tax Incremental District					4.300%, 03/01/22 (A)		225,000		231,777
No. 8, RB					4.450%, 03/01/25 (A)		300,000		303,774
4.300%, 08/01/21 (A)		975,000		1,030,477	Wisconsin Housing & Economic
4.350%, 08/01/22 (A)		975,000		1,024,676	Development Authority, Multi-
Waukesha, Redevelopment Authority,					Family Housing,
Weldall Manufacturing Inc.					Ser A, RB
Project, RB, LOC Harris N.A.					4.250%, 12/01/35 (A) (C)		1,500,000		1,577,805
4.200%, 12/01/24 (A)		150,000		154,452	GO of Authorization
4.500%, 12/01/30 (A)		1,200,000		1,201,680	4.100%, 11/01/19		465,000		499,968
West Bend, Redevelopment Authority,					4.875%, 11/01/25 (A)		2,225,000		2,348,243
Lease Revenue, RB					5.375%, 11/01/30 (A)		2,135,000		2,181,436
4.500%, 10/01/23 (A)		250,000		271,323	Ser B, RB, GO of Authorization
4.550%, 10/01/24 (A)		250,000		271,590	4.300%, 05/01/27 (A)		1,000,000		1,006,820
4.600%, 10/01/25 (A)		150,000		163,116	4.400%, 05/01/37 (A)		500,000		478,640
4.650%, 10/01/28 (A)		250,000		272,128	Ser E, RB, GO of Authorization
					4.700%, 11/01/25 (A)		275,000		278,561
					4.900%, 11/01/35 (A)		1,650,000		1,663,646

The accompanying notes are an integral part of the financial statements.

86 HighMark®Funds

schedule of investments

July 31, 2013

wisconsin tax-exempt fund (continued)

Description	Par/Shares		Value
Municipal Bonds - (continued)					(A)	These securities are subject to a demand feature which reduces the effective maturity.
Wisconsin - (continued)					(B)	Prerefunded security-The maturity date shown is the prerefunded date.
Wisconsin Housing Finance Authority,					(C)	Floating rate security. Rate disclosed is as of July 31, 2013.
RB, FHA Mortgages Insured,					AGM	- Assured Guaranty Municipal Corporation
Prerefunded 12/01/17 @ 100 (B)					AMBAC	- American Municipal Bond Assurance Corporation
6.100%, 12/01/17	$	770,000	$	878,485	BHAC	- Berkshire Hathaway Assurance Corp.
RB, National-RE FHA Mortgages					COP	- Certificates of Participation
Insured, Prerefunded					ETM	- Escrowed to Maturity
12/01/17 @ 100 (B)					FGIC	- Financial Guaranty Insurance Corporation
6.100%, 12/01/17		750,000		868,305	FHA	- Federal Housing Administration
					FHLB	- Federal Home Loan Bank
				103,353,316	GO	- General Obligation
					HUD	- Housing and Urban Development
Total Municipal Bonds					LOC	- Letter of Credit
(Cost $146,004,514)				146,610,184	RB	- Revenue Bond
					Ser	- Series
Registered Investment Company - 2.7%					XLCA	- XL Capital Assurance
TFIT Tax-Free Cash Reserve Portfolio		4,070,866		4,070,866
Total Registered Investment Company
(Cost $4,070,866)				4,070,866
Total Investments - 99.1%
(Cost $150,075,380)				150,681,050
Other Assets & Liabilities, Net - 0.9%				1,324,216
Net Assets - 100.0%			$	152,005,266

A summary of the inputs used to value the Fund’s net assets as of July 31, 2013 is as follows (see Note 2 - significant accounting policies in the notes to financial statements):

	Total Fair Value at 07/31/13		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Municipal Bonds	$	146,610,184	$	—	$	146,610,184	$	—
Registered Investment Company		4,070,866		4,070,866		—		—
Total:	$	150,681,050	$	4,070,866	$	146,610,184	$	—

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 87

statements of assets and liabilities

July 31, 2013

			Cognitive
	Balanced		Value
	Fund		Fund
Assets:
Investments, at Value +	$	30,887,176	$	95,851,905
Repurchase Agreements, at Value +		2,916,793		1,681,866
Receivable for Investments Sold		—		6,881,820
Receivable for Fund Shares Sold		55,992		10,832
Accrued Income		79,366		37,414
Prepaid Expenses		22,974		23,664
Reclaims Receivable		1,306		—
Total Assets		33,963,607		104,487,501
Liabilities:
Payable for Investments Purchased		49,840		4,018,266
Payable for Fund Shares Redeemed		94,129		3,548,017
Investment Adviser Fees Payable		7,679		68,729
Administration Fees Payable		4,271		12,673
Chief Compliance Officer Fees Payable		1,272		1,272
Custodian Fees Payable		178		528
Audit Fees Payable		34,878		32,786
Deferred Compensation Payable		2,139		7,404
Shareholder Servicing Fees Payable		3,671		401
Transfer Agent Fees Payable		4,423		4,545
Printing Fees Payable		1,889		4,687
Trustees Fees Payable		418		1,434
Accrued Distribution Fees		6,444		717
Accrued Expenses and Other Payables		5,871		4,462
Total Liabilities		217,102		7,705,921
Net Assets	$	33,746,505	$	96,781,580
Net Assets:
Paid-in Capital (unlimited authorized—no par value)	$	27,670,202	$	72,001,035
Undistributed Net Investment Income/(Accumulated Net Investment Loss)		3,250		509,622
Accumulated Net Realized Gain (Loss) on Investments		1,515,045		17,893,229
Net Unrealized Appreciation (Depreciation) on Investments		4,558,008		6,377,694
Net Assets
	$	33,746,505	$	96,781,580
+  Cost of Investments and Repurchase Agreements	$	29,245,961	$	91,156,077
Amounts designated as “—” are either not applicable or less than $1.00.

The accompanying notes are an integral part of the financial statements.

88 HighMark®Funds

						Geneva			Geneva
Enhanced			Equity			Mid Cap			Small Cap
Growth			Income			Growth			Growth
Fund			Fund			Fund			Fund
$	89,070,176		$	33,521,124		$	1,398,000,980		$	109,212,118
	3,941,098			—			—			—
	430,892			454,569			—			—
	2,294			226,827			4,307,951			720,502
	22,311			50,095			328,891			3,918
	23,550			24,006			80,714			28,586
	992			—			—			—
	93,491,313			34,276,621			1,402,718,536			109,965,124
	167,774			656,341			7,486,420			—
	3,133,121			16,488			1,035,971			113,584
	60,841			5,664			875,576			80,990
	11,578			4,106			171,923			13,508
	1,272			1,272			1,272			1,272
	482			171			7,163			563
	32,768			32,417			37,292			32,577
	6,812			2,212			101,005			6,471
	378			3,656			160,093			12,034
	4,637			5,794			119,892			6,518
	4,610			1,276			58,431			3,588
	1,353			393			17,684			1,010
	603			8,261			179,208			14,923
	3,746			1,903			9,076			2,003
	3,429,975			739,954			10,261,006			289,041
$	90,061,338		$	33,536,667		$	1,392,457,530		$	109,676,083
$	59,118,837		$	33,628,893		$	1,045,938,503		$	85,482,836
	67,241			28,689			(7,898,600	)		(764,763	)
	(5,983,784	)		(7,333,677	)		76,516,171			2,537,239
	36,859,044			7,212,762			277,901,456			22,420,771
$	90,061,338		$	33,536,667		$	1,392,457,530		$	109,676,083
$	56,152,230		$	26,308,362		$	1,120,099,524		$	86,791,347

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 89

statements of assets and liabilities
July 31, 2013

			Cognitive
	Balanced		Value
	Fund		Fund
Fiduciary Shares:
Net Assets	$	17,330,766	$	1,936,773
Shares of beneficial interest outstanding		1,097,062		129,575
Net Asset Value, Offering and Redemption Price Per Share (A)	$	15.80	$	14.95
Class A Shares:
Net Assets	$	11,496,106	$	1,122,377
Shares of beneficial interest outstanding		729,492		74,967
Net Asset Value and Redemption Price Per Share (A)	$	15.76	$	14.97
Maximum Offering Price Per Share (B)	$	16.68	$	15.84
Class B Shares:
Net Assets	$	16,433		N/A
Shares of beneficial interest outstanding		1,046		N/A
Net Asset Value and Offering Price Per Share (A)	$	15.71		N/A
Class C Shares:
Net Assets	$	4,903,200	$	559,903
Shares of beneficial interest outstanding		313,188		38,488
Net Asset Value and Offering Price Per Share (A)	$	15.66	$	14.55
Class M Shares:
Net Assets		N/A	$	93,162,527
Shares of beneficial interest outstanding		N/A		6,231,736
Net Asset Value, Offering and Redemption Price Per Share (A)		N/A	$	14.95

N/A  Not Applicable

(A)  Fiduciary Class, Class A, and Class M Shares of certain funds have possible redemption and exchange fees (See Note 2 in the notes to financial statements). Class B and Class C Shares have contingent deferred sales charges (See Note 3 in the notes to financial statements).

(B)  The sales load for the class is 5.5%

The accompanying notes are an integral part of the financial statements.

90 HighMark®Funds

				Geneva		Geneva
Enhanced		Equity		Mid Cap		Small Cap
Growth		Income		Growth		Growth
Fund		Fund		Fund		Fund
$	1,543,971	$	8,697,861	$	818,056,645	$	73,085,618
	111,284		722,205		28,795,831		1,804,097
$	13.87	$	12.04	$	28.41	$	40.51
$	1,458,286	$	19,218,955	$	475,430,830	$	24,629,215
	107,948		1,600,845		16,928,046		614,943
$	13.51	$	12.01	$	28.09	$	40.05
$	14.30	$	12.71	$	29.72	$	42.38
	N/A	$	1,115,833	$	2,267,067		N/A
	N/A		92,606		89,975		N/A
	N/A	$	12.05	$	25.20		N/A
$	383,795	$	4,504,018	$	96,702,988	$	11,961,250
	29,631		377,304		3,789,941		306,421
$	12.95	$	11.94	$	25.52	$	39.04
$	86,675,286		N/A		N/A		N/A
	6,235,534		N/A		N/A		N/A
$	13.90		N/A		N/A		N/A

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 91

statements of assets and liabilities

July 31, 2013

	International			Large Cap
	Opportunities			Core Equity
	Fund			Fund
Assets:
Investments, at Value +	$	213,881,401		$	59,154,633
Repurchase Agreements, at Value +		—			1,612,613
Cash		1,500,000	*		70,000	*
Foreign Currency		2,084,210	**		—
Receivable for Investments Sold		—			—
Receivable for Fund Shares Sold		385,538			30,195
Accrued Income		135,370			60,040
Prepaid Expenses		30,157			20,940
Reclaims Receivable		256,488			163
Variation Margin Receivable		17,360			—
Unrealized Appreciation of Forward Foreign Currency Contracts (1)		7,349			—
Total Assets
		218,297,873			60,948,584
Liabilities:
Payable for Investments Purchased		881,780			—
Payable for Fund Shares Redeemed		2,318,658			56,727
Due to Custodian		—			—
Investment Adviser Fees Payable		138,884			27,769
Administration Fees Payable		27,777			8,126
Chief Compliance Officer Fees Payable		1,272			1,272
Custodian Fees Payable		39,865			339
Audit Fees Payable		50,105			32,712
Deferred Compensation Payable		18,203			6,368
Shareholder Servicing Fees Payable		7,944			7,523
Transfer Agent Fees Payable		7,788			6,117
Printing Fees Payable		11,576			3,674
Trustees Fees Payable		3,444			1,144
Accrued Distribution Fees		1,884			2,889
Variation Margin Payable		—			4,200
Accrued Expenses and Other Payables		24,305			2,613
Unrealized Depreciation on Forward Foreign Currency Contracts (1)		290,397			—
Total Liabilities
		3,823,882			161,473
Net Assets
	$	214,473,991		$	60,787,111
Net Assets:
Paid-in Capital (unlimited authorized—no par value)	$	220,939,038		$	55,476,392
Undistributed Net Investment Income/(Accumulated Net Investment Loss)		4,542,327			17,428
Accumulated Net Realized Gain (Loss) on Investments, Futures Contracts, Forward Foreign Currency
Contracts and Foreign Currency Transactions		(43,167,400	)		(6,755,609	)
Net Unrealized Appreciation (Depreciation) on Investments, Futures Contracts, Forward Foreign Currency
Contracts and Foreign Currency Transactions		32,160,026			12,048,900
Net Assets
	$	214,473,991		$	60,787,111
+  Cost of Investments and Repurchase Agreements	$	181,543,414		$	48,712,712
*  Represents margin deposits for future contracts.
**  Cost of foreign currency is $2,062,423 and $395,095, respectively.

Amounts designated as “—” are either not applicable or less than $1.00.

(1)   The primary risk exposure is foreign exchange rate fluctuations (see Note 2).

The accompanying notes are an integral part of the financial statements.

92 HighMark®Funds

		NYSE Arca
Large Cap		Tech 100			Small Cap
Growth		Index			Core			Value
Fund		Fund			Fund			Fund
$	72,981,527	$	245,371,097		$	72,533,104		$	348,756,849
	—		—			1,398,830			—
	—		—			67,200	*		—
	—		—			—			402,189	**
	—		—			—			3,799,365
	15,385		368,662			37,948			123,783
	20,245		101,711			26,016			178,023
	23,475		35,993			18,372			32,729
	14,826		63,225			251			218,111
	—		—			—			—
	—		—			—			—
	73,055,458		245,940,688			74,081,721			353,511,049
	—		—			—			3,779,058
	20,338		326,210			91,069			256,136
	—		—			2,263			—
	33,506		75,331			59,883			195,394
	9,365		30,518			9,603			44,427
	1,272		1,272			1,272			1,272
	390		1,272			400			1,861
	32,718		33,507			32,693			33,920
	6,330		18,099			6,660			28,384
	8,947		29,012			8,757			28,097
	9,834		37,103			9,495			25,982
	4,605		11,393			3,904			18,299
	1,240		3,403			1,193			5,643
	6,226		57,043			6,120			22,640
	—		—			980			—
	2,673		11,553			4,139			5,033
	—		—			—			—
	137,444		635,716			238,431			4,446,146
$	72,918,014	$	245,304,972		$	73,843,290		$	349,064,903
$	54,515,635	$	231,740,858		$	82,915,553		$	259,508,426
	513,024		252,717			(17,330	)		—
	703,985		(81,851,294	)		(24,407,878	)		38,266,007
	17,185,370		95,162,691			15,352,945			51,290,470
$	72,918,014	$	245,304,972		$	73,843,290		$	349,064,903
$	55,796,157	$	150,208,406		$	58,594,819		$	297,469,587

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 93

statements of assets and liabilities

July 31, 2013

	International		Large Cap
	Opportunities		Core Equity
	Fund		Fund
Fiduciary Shares:
Net Assets	$	60,530,663	$	49,991,919
Shares of beneficial interest outstanding		8,180,802		4,363,379
Net Asset Value, Offering and Redemption Price Per Share (A)	$	7.40	$	11.46
Class A Shares:
Net Assets	$	4,216,776	$	9,799,235
Shares of beneficial interest outstanding		568,725		857,439
Net Asset Value and Redemption Price Per Share (A)	$	7.41	$	11.43
Maximum Offering Price Per Share (B)	$	7.84	$	12.10
Class B Shares:
Net Assets		N/A		N/A
Shares of beneficial interest outstanding		N/A		N/A
Net Asset Value and Offering Price Per Share (A)		N/A		N/A
Class C Shares:
Net Assets	$	1,164,820	$	995,957
Shares of beneficial interest outstanding		158,075		89,651
Net Asset Value and Offering Price Per Share (A)	$	7.37	$	11.11
Class M Shares:
Net Assets	$	148,561,732		N/A
Shares of beneficial interest outstanding		20,064,847		N/A
Net Asset Value, Offering and Redemption Price Per Share (A)	$	7.40		N/A
Class U Shares:
Net Assets		N/A		N/A
Shares of beneficial interest outstanding		N/A		N/A
Net Asset Value, Offering and Redemption Price Per Share		N/A		N/A

N/A  Not Applicable

(A)   Fiduciary Class, Class A, and Class M Shares of certain funds have possible redemption and exchange fees (See Note 2 in the notes to financial statements). Class B and Class C Shares have contingent deferred sales charges (See Note 3 in the notes to financial statements).

(B)   The sales load for the class is 5.5%

The accompanying notes are an integral part of the financial statements.

94 HighMark®Funds

		NYSE Arca
Large Cap		Tech 100		Small Cap
Growth		Index		Core		Value
Fund		Fund		Fund		Fund
$	52,843,472	$	18,106,198	$	57,898,679	$	131,380,766
	4,113,346		415,514		2,284,044		7,235,403
$	12.85	$	43.58	$	25.35	$	18.16
$	16,839,693	$	210,474,970	$	11,549,088	$	89,153,591
	1,335,634		4,877,944		461,675		4,925,686
$	12.61	$	43.15	$	25.02	$	18.10
$	13.34	$	45.66	$	26.48	$	19.15
$	447,721	$	2,793,724		N/A	$	901,178
	38,329		72,245		N/A		51,071
$	11.68	$	38.67		N/A	$	17.65
$	2,787,128	$	13,930,080	$	4,395,523	$	3,857,499
	240,887		353,734		182,071		219,806
$	11.57	$	39.38	$	24.14	$	17.55
	N/A		N/A		N/A		N/A
	N/A		N/A		N/A		N/A
	N/A		N/A		N/A		N/A
	N/A		N/A		N/A	$	123,771,869
	N/A		N/A		N/A		6,813,659
	N/A		N/A		N/A	$	18.17

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 95

statements of assets and liabilities

July 31, 2013

			California
			Intermediate
	Bond		Tax-Free Bond
	Fund		Fund
Assets:
Investments, at Value +	$	351,346,107	$	227,554,055
Receivable for Investments Sold		38,235		—
Receivable for Fund Shares Sold		511,169		214,912
Accrued Income		2,498,811		3,217,154
Prepaid Expenses		33,477		12,381
Total Assets
		354,427,799		230,998,502
Liabilities:
Payable for Investments Purchased		2,242,800		—
Payable for Fund Shares Redeemed		232,767		116,351
Investment Adviser Fees Payable		143,197		61,433
Administration Fees Payable		45,196		29,831
Chief Compliance Officer Fees Payable		1,272		1,272
Custodian Fees Payable		1,883		1,243
Audit Fees Payable		36,902		35,928
Deferred Compensation Payable		31,175		21,670
Shareholder Servicing Fees Payable		20,039		8,276
Transfer Agent Fees Payable		14,438		8,926
Printing Fees Payable		20,482		14,428
Trustees Fees Payable		6,355		4,412
Accrued Distribution Fees		15,769		41,362
Accrued Expenses and Other Payables		10,507		16,283
Total Liabilities
		2,822,782		361,415
Net Assets
	$	351,605,017	$	230,637,087
Net Assets:
Paid-in Capital (unlimited authorized—no par value)	$	336,512,746	$	223,362,950
Undistributed Net Investment Income/(Accumulated Net Investment Loss)		107,557		20,063
Accumulated Net Realized Gain (Loss) on Investments		7,487,290		(86,092	)
Net Unrealized Appreciation (Depreciation) on Investments		7,497,424		7,340,166
Net Assets
	$	351,605,017	$	230,637,087
+  Cost of Investments and Repurchase Agreements	$	343,848,683	$	220,213,889
Amounts designated as “—” are either not applicable or less than $1.00.

The accompanying notes are an integral part of the financial statements.

96 HighMark®Funds

National
Intermediate					Wisconsin
Tax-Free Bond		Short Term			Tax-Exempt
Fund		Bond Fund			Fund
$	87,381,430	$	167,386,910		$	150,681,050
	—		5,276,548			—
	297,504		1,019,128			24,831
	970,930		836,805			1,878,940
	13,265		17,691			10,375
	88,663,129		174,537,082			152,595,196
	—		—			—
	247,634		9,768,096			390,404
	14,745		46,899			48,732
	11,259		22,359			19,921
	1,272		1,272			1,272
	469		932			830
	35,361		36,189			35,707
	8,039		14,623			13,667
	3,445		6,181			5,930
	4,545		8,981			11,955
	5,313		9,144			8,824
	1,620		2,818			2,729
	7,998		28,474			41,193
	5,642		8,984			8,766
	347,342		9,954,952			589,930
$	88,315,787	$	164,582,130		$	152,005,266
$	84,181,334	$	164,590,202		$	151,658,298
	1,428		—			—
	731,413		(256,311	)		(258,702	)
	3,401,612		248,239			605,670
$	88,315,787	$	164,582,130		$	152,005,266
$	83,979,818	$	167,138,671		$	150,075,380

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 97

statements of assets and liabilities

July 31, 2013

			California
			Intermediate
	Bond		Tax-Free Bond
	Fund		Fund
Fiduciary Shares:
Net Assets	$	309,889,434	$	115,914,205
Shares of beneficial interest outstanding		27,820,963		11,333,053
Net Asset Value, Offering and Redemption Price Per Share (A)	$	11.14	$	10.23
Class A Shares:
Net Assets	$	26,524,432	$	76,478,399
Shares of beneficial interest outstanding		2,424,633		7,517,024
Net Asset Value and Redemption Price Per Share (A)	$	10.94	$	10.17
Maximum Offering Price Per Share (B)	$	11.19	$	10.40
Class B Shares:
Net Assets	$	79,205		N/A
Shares of beneficial interest outstanding		7,268		N/A
Net Asset Value and Offering Price Per Share (A)	$	10.90		N/A
Class C Shares:
Net Assets	$	15,111,946	$	38,244,483
Shares of beneficial interest outstanding		1,389,143		3,772,386
Net Asset Value and Offering Price Per Share (A)	$	10.88	$	10.14

(A)   Fiduciary Class, Class A, and Class M Shares of certain funds have possible redemption and exchange fees (See Note 2 in the notes to financial statements). Class B and Class C Shares have contingent deferred sales charges (See Note 3 in the notes to financial statements).

(B)   The sales load for the class is 2.25%.

The accompanying notes are an integral part of the financial statements.

98 HighMark®Funds

National
Intermediate				Wisconsin
Tax-Free Bond		Short Term		Tax-Exempt
Fund		Bond Fund		Fund
$	63,170,658	$	93,527,779	$	931,021
	5,576,859		9,336,602		90,433
$	11.33	$	10.02	$	10.30
$	17,914,754	$	44,364,179	$	132,960,429
	1,582,625		4,434,465		12,913,921
$	11.32	$	10.00	$	10.30
$	11.58	$	10.23	$	10.54
	N/A		N/A	$	509,068
	N/A		N/A		49,492
	N/A		N/A	$	10.29
$	7,230,375	$	26,690,172	$	17,604,748
	637,889		2,635,558		1,712,124
$	11.33	$	10.13	$	10.28

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 99

statements of operations

For the Year Ended July 31, 2013

				Cognitive
	Balanced			Value
	Fund			Fund
Interest Income	$	243,284		$	1,513
Dividend Income		327,073			2,309,071
Less: Foreign Taxes Withheld		(1,380	)		(7,197	)
Total Investment Income		568,977			2,303,387
Expenses:
Investment Adviser Fees		161,479			674,992
Shareholder Servicing Fees Fiduciary Shares		41,796			8,955
Shareholder Servicing Fees Class A Shares		19,989			1,856
Shareholder Servicing Fees Class B Shares		64			—
Administration Fees		40,346			134,916
Custodian Fees		1,682			5,625
Trustees Fees		1,982			6,788
Chief Compliance Officer Fees		12,068			12,068
Distribution Fees Class A Shares		19,989			1,856
Distribution Fees Class B Shares		191			—
Distribution Fees Class C Shares		21,733			4,708
Registration Fees		46,423			41,725
Transfer Agent Fees		23,237			24,913
Printing Fees		3,477			10,261
Audit Fees		34,841			32,654
Legal Fees		1,144			3,794
Miscellaneous Fees		26,118			19,843
Total Expenses		456,559			984,954
Less: Waivers and Reimbursements
Investment Adviser Fee Recoupment/(Waiver)		(126,726	)		(4,591	)
Shareholder Servicing Fee Waiver—Fiduciary Shares (Note 3)		(16,718	)		(6,370	)
Shareholder Servicing Fee Waiver—Class A Shares (Note 3)		(7,996	)		(742	)
Total Waivers and Reimbursements		(151,440	)		(11,703	)
Total Net Expenses		305,119			973,251
Net Investment Income (Loss)		263,858			1,330,136
Net Realized Gain (Loss) on Investments		2,056,942			22,104,698
Change in Unrealized Appreciation (Depreciation) on Investments		(60,153	)		1,516,351
Net Realized and Unrealized Gain on Investments		1,996,789			23,621,049
Increase in Net Assets Resulting from Operations	$	2,260,647		$	24,951,185

Amounts designated as “—” are either not applicable or less than $1.00.

The accompanying notes are an integral part of the financial statements.

100 HighMark®Funds

						Geneva			Geneva
Enhanced			Equity			Mid Cap			Small Cap
Growth			Income			Growth			Growth
Fund			Fund			Fund			Fund
$	1,469		$	—		$	—		$	—
	1,120,663			861,349			6,657,486			283,648
	(10,757	)		(2,006	)		—			—
	1,111,375			859,343			6,657,486			283,648
	633,439			139,823			7,745,528			691,640
	5,345			18,042			1,602,475			114,060
	3,462			35,068			1,018,559			40,181
	—			2,917			6,930			—
	126,612			38,111			1,699,834			103,683
	5,279			1,660			70,870			4,613
	6,459			1,833			82,342			4,453
	12,068			12,068			12,068			12,068
	3,462			35,068			1,018,559			40,181
	—			8,749			20,790			—
	1,676			30,117			827,418			74,674
	41,719			46,485			112,032			46,683
	23,081			32,250			757,164			35,964
	9,773			2,866			154,209			8,514
	32,632			32,380			36,940			32,544
	3,611			1,143			55,892			2,973
	16,298			10,453			57,533			11,624
	924,916			449,033			15,279,143			1,223,855
	(24,157	)		(128,404	)		328,913			(110,958	)
	(3,421	)		(7,296	)		(644,545	)		(48,414	)
	(1,385	)		(14,027	)		(407,424	)		(16,072	)
	(28,963	)		(149,727	)		(723,056	)		(175,444	)
	895,953			299,306			14,556,087			1,048,411
	215,422			560,037			(7,898,601	)		(764,763	)
	5,772,714			1,256,886			88,815,733			4,210,112
	7,636,756			3,250,723			157,419,685			18,438,559
	13,409,470			4,507,609			246,235,418			22,648,671
$	13,624,892		$	5,067,646		$	238,336,817		$	21,883,908

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 101

statements of operations

For the Year Ended July 31, 2013

	International			Large Cap
	Opportunities			Core Equity
	Fund			Fund
Interest Income	$	—		$	3,243
Dividend Income		7,561,444			1,534,843
Less: Foreign Taxes Withheld		(461,546	)		(3,921	)
Total Investment Income		7,099,898			1,534,165
Expenses:
Investment Adviser Fees		1,603,536			423,007
Shareholder Servicing Fees Fiduciary Shares		169,697			159,084
Shareholder Servicing Fees Class A Shares		10,032			15,046
Shareholder Servicing Fees Class B Shares		—			—
Administration Fees		320,508			105,686
Custodian Fees		113,675			4,406
Trustees Fees		15,968			5,286
Chief Compliance Officer Fees		12,068			12,579
Distribution Fees Class A Shares		10,032			15,046
Distribution Fees Class B Shares		—			—
Distribution Fees Class C Shares		11,865			8,490
Registration Fees		42,719			40,260
License Fees		—			—
Transfer Agent Fees		42,020			27,571
Printing Fees		24,347			6,875
Audit Fees		53,509			32,578
Legal Fees		8,858			2,859
Miscellaneous Fees		76,280			8,581
Total Expenses		2,515,114			867,354
Less: Waivers and Reimbursements
Investment Adviser Fee Waiver		—			(91,553	)
Shareholder Servicing Fee Waiver—Fiduciary Shares (Note 3)		(81,791	)		(88,406	)
Shareholder Servicing Fee Waiver—Class A Shares (Note 3)		(8,026	)		(6,018	)
Total Waivers and Reimbursements		(89,817	)		(185,977	)
Total Net Expenses		2,425,297			681,377
Net Investment Income (Loss)		4,674,601			852,788
Net Realized Gain on Investments		11,423,541			9,930,810
Net Realized Gain (Loss) on Foreign Currency Transactions		(190,035	)		—
Net Realized Gain on Forward Foreign Currency Contracts (1)		100,161			—
Net Realized Gain on Futures Contracts (2)		1,027,289			698,331
Change in Unrealized Appreciation (Depreciation) on Investments		21,476,321			4,827,451
Change in Unrealized Appreciation (Depreciation) on Foreign Currency Transactions		31,261			—
Change in Unrealized Appreciation (Depreciation) on Forward Foreign Currency Contracts (1)		(91,637	)		—
Change in Unrealized Appreciation (Depreciation) on Futures Contracts (2)		(55,883	)		(15,312	)
Net Realized and Unrealized Gain on Investments		33,721,018			15,441,280
Increase in Net Assets Resulting from Operations	$	38,395,619		$	16,294,068

Amounts designated as “—” are either not applicable or less than $1.00.

(1)   The primary risk exposure is foreign exchange contracts (see Note 2).

(2)   The primary risk exposure is the price movement of the underlying basket of equity securities (see Note 2).

The accompanying notes are an integral part of the financial statements.

102 HighMark®Funds

Large Cap			NYSE Arca
Growth			Tech 100 Index			Small Cap
Fund			Fund			Core Fund			Value Fund
$	—		$	—		$	3,251		$	—
	1,423,026			3,148,391			1,038,239			8,015,103
	(11,614	)		(33,634	)		—			(235,392	)
	1,411,412			3,114,757			1,041,490			7,779,711
	457,545			743,071			707,305			2,092,334
	139,853			32,810			149,160			368,224
	42,709			464,484			27,107			215,642
	1,327			8,025			—			2,474
	114,317			321,341			111,608			522,764
	4,892			14,233			4,676			21,968
	5,923			16,092			5,207			27,090
	12,068			12,068			12,579			11,936
	42,709			464,484			27,107			215,642
	3,979			24,075			—			7,423
	27,024			122,291			39,464			37,260
	46,436			53,274			37,516			50,155
	—			85,743			—			—
	54,498			217,908			38,359			150,689
	9,364			24,306			5,892			43,042
	32,603			33,173			32,592			33,760
	3,645			9,050			2,973			16,970
	12,469			20,265			11,791			26,318
	1,011,361			2,666,693			1,213,336			3,843,691
	(90,320	)		(93,042	)		(62,170	)		(32,690	)
	(62,395	)		(16,206	)		(78,482	)		(166,833	)
	(17,084	)		(185,794	)		(10,843	)		(86,257	)
	(169,799	)		(295,042	)		(151,495	)		(285,780	)
	841,562			2,371,651			1,061,841			3,557,911
	569,850			743,106			(20,351	)		4,221,800
	10,972,012			3,953,136			12,123,697			65,012,916
	—			—			—			(16,824	)
	—			—			—			—
	49,121			—			747,397			—
	(2,517,102	)		44,583,754			8,015,911			15,223,944
	—			—			—			12,392
	—			—			—			—
	—			—			39,147			—
	8,504,031			48,536,890			20,926,152			80,232,428
$	9,073,881		$	49,279,996		$	20,905,801		$	84,454,228

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 103

statements of operations

For the Year Ended July 31, 2013

				California
				Intermediate
	Bond			Tax-Free Bond
	Fund			Fund
Interest Income	$	12,838,291		$	7,929,426
Dividend Income		4,787			472
Total Investment Income		12,843,078			7,929,898
Expenses:
Investment Adviser Fees		1,935,770			1,337,274
Shareholder Servicing Fees Fiduciary Shares		830,395			339,796
Shareholder Servicing Fees Class A Shares		93,003			230,455
Shareholder Servicing Fees Class B Shares		340			—
Administration Fees		580,374			400,934
Custodian Fees		24,197			16,716
Trustees Fees		30,486			21,146
Chief Compliance Officer Fees		12,069			12,068
Distribution Fees Class A Shares		93,003			230,455
Distribution Fees Class B Shares		1,021			—
Distribution Fees Class C Shares		132,441			295,160
Registration Fees		49,834			19,019
Transfer Agent Fees		85,633			52,645
Printing Fees		46,915			34,051
Audit Fees		36,196			35,490
Legal Fees		17,102			12,494
Miscellaneous Fees		52,078			53,170
Total Expenses		4,020,857			3,090,873
Less: Waivers and Reimbursements
Investment Adviser Fee Waiver		(354,152	)		(684,479	)
Shareholder Servicing Fee Waiver—Fiduciary Shares (Note 3)		(606,335	)		(271,837	)
Shareholder Servicing Fee Waiver—Class A Shares (Note 3)		(66,962	)		(184,364	)
Total Waivers and Reimbursements		(1,027,449	)		(1,140,680	)
Total Net Expenses		2,993,408			1,950,193
Net Investment Income		9,849,670			5,979,705
Net Realized Gain (Loss) on Investments		9,617,231			150,196
Change in Unrealized Appreciation (Depreciation) on Investments		(20,179,034	)		(9,210,247	)
Net Realized and Unrealized Loss on Investments		(10,561,803	)		(9,060,051	)
Increase (Decrease) in Net Assets Resulting from Operations	$	(712,133	)	$	(3,080,346	)

Amounts designated as “—” are either not applicable or less than $1.00.

The accompanying notes are an integral part of the financial statements.

104 HighMark®Funds

National
Intermediate						Wisconsin
Tax-Free			Short Term			Tax-Exempt
Bond Fund			Bond Fund			Fund
$	3,088,582		$	3,032,152		$	6,149,139
	69			2,744			2,828
	3,088,651			3,034,896			6,151,967
	491,559			697,421			834,236
	178,165			270,675			2,890
	46,963			97,791			363,089
	—			—			2,244
	147,377			261,372			250,117
	6,144			10,897			10,428
	7,848			13,465			13,095
	12,069			12,068			12,069
	46,963			97,791			363,089
	—			—			6,733
	61,954			202,267			146,684
	44,764			44,950			16,358
	22,973			53,828			69,448
	11,226			22,023			20,645
	35,156			35,969			35,448
	4,182			7,981			8,671
	27,101			42,572			41,182
	1,144,444			1,871,070			2,196,426
	(348,334	)		(243,591	)		(310,614	)
	(142,532	)		(232,759	)		(2,312	)
	(37,570	)		(78,233	)		(290,471	)
	(528,436	)		(554,583	)		(603,397	)
	616,008			1,316,487			1,593,029
	2,472,643			1,718,409			4,558,938
	828,693			722,040			119,834
	(4,224,048	)		(1,929,412	)		(9,152,540	)
	(3,395,355	)		(1,207,372	)		(9,032,706	)
$	(922,712	)	$	511,037		$	(4,473,768	)

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 105

statements of changes in net assets

For the Years Ended July 31 (unless otherwise indicated)

	Balanced						Cognitive Value						Enhanced Growth
	Fund						Fund						Fund
	2013			2012			2013			2012			2013			2012
Investment Activities:
Net Investment Income (Loss)	$	263,858		$	298,245		$	1,330,136		$	514,886		$	215,422		$	(148,181	)
Net Realized Gain (Loss) on Investments		2,056,942			1,315,403			22,104,698			(1,113,785	)		5,772,714			3,178,170
Change in Unrealized Appreciation (Depreciation)
on Investments		(60,153	)		558,659			1,516,351			384,797			7,636,756			1,023,365
Net Increase (Decrease) in Net Assets Resulting
From Operations		2,260,647			2,172,307			24,951,185			(214,102	)		13,624,892			4,053,354
Dividends and Distributions to Shareholders:
Net Investment Income:
Fiduciary Shares		(216,399	)		(218,657	)		(35,776	)		(50,485	)		—			—
Class A Shares		(80,133	)		(64,347	)		(5,466	)		(2,869	)		—			—
Class B Shares		(164	)		(221	)		—			—			—			—
Class C Shares		(8,365	)		(4,817	)		(1,418	)		—			—			—
Class M Shares		—			—			(975,185	)		(763,086	)		—			—
Capital Gains:
Fiduciary Shares		(489,144	)		—			—			—			—			—
Class A Shares		(219,482	)		—			—			—			—			—
Class B Shares		(1,094	)		—			—			—			—			—
Class C Shares		(49,397	)		—			—			—			—			—
Total Dividends and Distributions		(1,064,178	)		(288,042	)		(1,017,845	)		(816,440	)		—			—
Net Increase (Decrease) in Net Assets From:
Share Transactions (1)		8,072,990			(3,000,113	)		(9,218,366	)		(11,429,783	)		(4,517,352	)		(13,506,993	)
Redemption Fees (Note 2)		—			—			801			610			—			—
Total Increase (Decrease) in Net Assets		9,269,459			(1,115,848	)		14,715,775			(12,459,715	)		9,107,540			(9,453,639	)
Net Assets:
Beginning of Year		24,477,046			25,592,894			82,065,805			94,525,520			80,953,798			90,407,437
End of Year	$	33,746,505		$	24,477,046		$	96,781,580		$	82,065,805			90,061,338		$	80,953,798
Undistributed Net Investment Income/(Accumulated
Net Investment Loss)	$	3,250		$	28,750		$	509,622		$	101,855		$	67,241		$	(148,181	)

Amounts designated as “—” are either not applicable or less than $1.00.

(1)   For details on share transaction by class, see statements of changes in net assets — capital stock activity on pages 112 - 120.

The accompanying notes are an integral part of the financial statements.

106 HighMark®Funds

Equity Income						Geneva Mid Cap Growth						Geneva Small Cap Growth
Fund						Fund						Fund
2013			2012			2013			2012			2013			2012
$	560,037			535,162		$	(7,898,601	)	$	(4,906,760	)	$	(764,763	)	$	(345,825	)
	1,256,886			646,515			88,815,733			6,960,943			4,210,112			1,194,740
	3,250,723			1,599,165			157,419,685			17,794,137			18,438,559			885,871
	5,067,646			2,780,842			238,336,817			19,848,320			21,883,908			1,734,786
	(188,098	)		(188,573	)		—			—			—			—
	(328,753	)		(265,758	)		—			—			—			—
	(20,580	)		(26,247	)		—			—			—			—
	(54,983	)		(51,928	)		—			—			—			—
	—			—			—			—			—			—
	—			—			(9,977,376	)		(5,139,133	)		(1,574,763	)		(567,521	)
	—			—			(6,861,984	)		(4,256,868	)		(583,961	)		(274,486	)
	—			—			(54,588	)		(107,568	)		—			—
	—			—			(1,519,946	)		(790,213	)		(285,618	)		(78,033	)
	(592,414	)		(532,506	)		(18,413,894	)		(10,293,782	)		(2,444,342	)		(920,040	)
	6,814,801			1,203,677			323,508,195			389,741,378			51,140,442			14,668,102
	—			—			—			—			1,503			677
	11,290,033			3,452,013			543,431,118			399,295,916			70,581,511			15,483,525
	22,246,634			18,794,621			849,026,412			449,730,496			39,094,572			23,611,047
$	33,536,667			22,246,634		$	1,392,457,530		$	849,026,412		$	109,676,083		$	39,094,572
$	28,689			61,066		$	(7,898,600	)	$	(4,906,760	)	$	(764,763	)	$	(345,825	)

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 107

statements of changes in net assets

For the Years Ended July 31 (unless otherwise indicated)

	International						Large Cap Core Equity						Large Cap Growth
	Opportunities Fund						Fund						Fund
	2013			2012			2013			2012			2013			2012
Investment Activities:
Net Investment Income (Loss)	$	4,674,601		$	4,644,101		$	852,788		$	623,108		$	569,850		$	244,879
Net Realized Gain (Loss) on Investments, Foreign
Currency Transactions, Forward Foreign
Currency Contracts and Futures Contracts		12,360,956			(9,827,931	)		10,629,141			2,717,650			11,021,133			5,416,333
Change in Unrealized Appreciation (Depreciation) on
Investments, Foreign Currency Transactions,
Forward Foreign Currency Contracts and Futures Contracts		21,360,062			(29,193,747	)		4,812,139			2,206,967			(2,517,102	)		1,945,137
Net Increase (Decrease) in Net Assets Resulting From
Operations		38,395,619			(34,377,577	)		16,294,068			5,547,725			9,073,881			7,606,349
Dividends and Distributions to Shareholders:
Net Investment Income:
Fiduciary Shares		(1,189,568	)		(2,207,341	)		(779,460	)		(616,152	)		(277,645	)		(88,008	)
Class A Shares		(50,144	)		(99,266	)		(52,788	)		(23,617	)		(23,724	)		—
Class B Shares		—			—			—			(45	)		—			—
Class C Shares		(7,450	)		(24,778	)		(3,112	)		(1,224	)		—			—
Class M Shares		(2,633,788	)		(3,847,310	)		—			—			—			—
Class U Shares		—			—			—			—			—			—
Capital Gains:
Fiduciary Shares		—			—			—			—			—			—
Class A Shares		—			—			—			—			—			—
Class B Shares		—			—			—			—			—			—
Class C Shares		—			—			—			—			—			—
Class U Shares		—			—			—			—			—			—
Total Dividends and Distributions		(3,880,950	)		(6,178,695	)		(835,360	)		(641,038	)		(301,369	)		(88,008	)
Net Increase (Decrease) in Net Assets From:
Share Transactions (2)		(10,857,330	)		(19,972,580	)		(18,016,074	)		1,315,815			(8,939,605	)		(13,003,285	)
Redemption Fees (Note 2)		124			585			—			—			—			—
Total Increase (Decrease) in Net Assets		23,657,463			(60,528,267	)		(2,557,366	)		6,222,502			(167,093	)		(5,484,944	)
Net Assets:
Beginning of Year		190,816,528			251,344,795			63,344,477			57,121,975			73,085,107			78,570,051
End of Year	$	214,473,991		$	190,816,528		$	60,787,111		$	63,344,477		$	72,918,014		$	73,085,107
Undistributed Net Investment Income/(Accumulated
Net Investment Loss)	$	4,542,327		$	3,702,393		$	17,428		$	—		$	513,024		$	244,543

Amounts designated as “—” are either not applicable or less than $1.00.

(1)   The Fund began issuing Class U shares on January 4, 2012.

(2)   For details on share transaction by class, see statements of changes in net assets — capital stock activity on pages 112 - 120.

The accompanying notes are an integral part of the financial statements.

108 HighMark®Funds

NYSE Arca Tech 100						Small Cap Core
Index Fund						Fund						Value Fund
2013			2012			2013			2012			2013			2012(1)
$	743,106		$	(217,447	)	$	(20,351	)	$	(38,083	)	$	4,221,800		$	4,338,449
	3,953,136			37,198,185			12,871,094			(4,440,568	)		64,996,092			20,874,722
	44,583,754			(24,408,505	)		8,055,058			6,612,990			15,236,336			(17,245,242	)
	49,279,996			12,572,233			20,905,801			2,134,339			84,454,228			7,967,929
	(28,571	)		—			(18,837	)		—			(1,859,523	)		(2,660,622	)
	(242,613	)		—			—			—			(868,709	)		(844,996	)
	—			—			—			—			(4,739	)		(7,745	)
	—			—			—			—			(18,375	)		(15,584	)
	—			—			—			—			—			—
	—			—			—			—			(1,503,776	)		(792,883	)
	—			—			—			—			(12,447,024	)		(9,387,522	)
	—			—			—			—			(6,894,754	)		(2,784,426	)
	—			—			—			—			(82,018	)		(73,291	)
	—			—			—			—			(303,289	)		(94,859	)
	—			—			—			—			(8,404,072	)		—
	(271,184	)		—			(18,837	)		—			(32,386,279	)		(16,661,928	)
	3,236,202			(26,282,979	)		(8,116,530	)		31,048,902			(38,328,884	)		33,355,611
	—			—			192			118			—			—
	52,245,014			(13,710,746	)		12,770,626			33,183,359			13,739,065			24,661,612
	193,059,958			206,770,704			61,072,664			27,889,305			335,325,838			310,664,226
$	245,304,972		$	193,059,958		$	73,843,290		$	61,072,664		$	349,064,903		$	335,325,838
$	252,717		$	(217,447	)	$	(17,330	)	$	9,624		$	—		$	7,058

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 109

statements of changes in net assets

For the Years Ended July 31 (unless otherwise indicated)

							California Intermediate						National Intermediate
	Bond Fund						Tax-Free Bond Fund						Tax-Free Bond Fund
	2013			2012			2013			2012			2013			2012
Investment Activities:
Net Investment Income (Loss)	$	9,849,670		$	12,409,393		$	5,979,705		$	5,809,648		$	2,472,643		$	2,756,110
Net Realized Gain (Loss) on Investments		9,617,231			4,729,214			150,196			(114,404	)		828,693			266,608
Change in Unrealized Appreciation (Depreciation)
on Investments		(20,179,034	)		9,109,333			(9,210,247	)		9,391,099			(4,224,048	)		2,979,698
Net Increase (Decrease) in Net Assets Resulting
From Operations		(712,133	)		26,247,940			(3,080,346	)		15,086,343			(922,712	)		6,002,416
Dividends and Distributions to Shareholders:
Net Investment Income:
Fiduciary Shares		(9,320,669	)		(11,255,126	)		(3,289,031	)		(3,385,518	)		(1,887,503	)		(2,067,526	)
Class A Shares		(970,780	)		(1,199,266	)		(2,024,600	)		(1,939,756	)		(449,232	)		(549,948	)
Class B Shares		(2,623	)		(5,968	)		—			(353	)		—			—
Class C Shares		(388,979	)		(311,057	)		(689,179	)		(560,659	)		(160,274	)		(126,155	)
Capital Gains:
Fiduciary Shares		(4,233,165	)		(6,824,662	)		—			—			(257,137	)		—
Class A Shares		(510,196	)		(682,404	)		—			—			(75,784	)		—
Class B Shares		(1,648	)		(6,043	)		—			—			—			—
Class C Shares		(237,798	)		(215,416	)		—			—			(29,953	)		—
Total Dividends and Distributions		(15,665,858	)		(20,499,942	)		(6,002,810	)		(5,886,286	)		(2,859,883	)		(2,743,629	)
Net Increase (Decrease) in Net Assets From:
Share Transactions(1)		(18,007,338	)		5,550,827			(21,511,423	)		27,449,603			(8,059,890	)		(10,838,286	)
Total Increase (Decrease) in Net Assets		(34,385,329	)		11,298,825			(30,594,579	)		36,649,660			(11,842,485	)		(7,579,499	)
Net Assets:
Beginning of Year		385,990,346			374,691,521			261,231,666			224,582,006			100,158,272			107,737,771
End of Year	$	351,605,017		$	385,990,346		$	230,637,087		$	261,231,666		$	88,315,787		$	100,158,272
Undistributed Net Investment Income/(Accumulated
Net Investment Loss)	$	107,557		$	230,500		$	20,063		$	42,639		$	1,428		$	24,780

Amounts designated as “—” are either not applicable or less than $1.00.

(1)   For details on share transaction by class, see statements of changes in net assets — capital stock activity on pages 112 - 120.

The accompanying notes are an integral part of the financial statements.

110 HighMark®Funds

						Wisconsin Tax-Exempt
Short Term Bond Fund						Fund
2013			2012			2013			2012
$	1,718,409		$	2,594,573		$	4,558,938		$	4,796,281
	722,040			277,851			119,834			60,134
	(1,929,412	)		465,255			(9,152,540	)		7,262,822
	511,037			3,337,679			(4,473,768	)		12,119,237
	(1,693,174	)		(2,114,209	)		(35,247	)		(14,130	)
	(505,762	)		(493,102	)		(4,059,716	)		(4,382,703	)
	—			—			(18,645	)		(34,240	)
	(224,745	)		(322,166	)		(459,370	)		(365,570	)
	—			—			—			—
	—			—			—			—
	—			—			—			—
	—			—			—			—
	(2,423,681	)		(2,929,477	)		(4,572,978	)		(4,796,643	)
	7,588,632			25,792,846			(4,957,196	)		15,308,659
	5,675,988			26,201,048			(14,003,942	)		22,631,253
	158,906,142			132,705,094			166,009,208			143,377,955
$	164,582,130		$	158,906,142		$	152,005,266		$	166,009,208
$	—		$	9,172		$	—		$	13,463

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 111

statement of changes in net assets -

capital stock activity

For the Years Ended July 31 (unless otherwise indicated)

	Balanced Fund												Cognitive Value Fund
	2013						2012						2013						2012
	Shares			Dollars			Shares			Dollars			Shares			Dollars			Shares			Dollars
Fiduciary Shares:
Proceeds from Shares Issued		235,903		$	3,637,134			190,942		$	2,671,930			98,683		$	1,303,428			293,310		$	3,109,031	��
Reinvestment of Dividends and
Distributions		47,314			705,479			15,602			218,622			2,507			30,635			3,314			34,435
Cost of Shares Redeemed		(276,326	)		(4,229,341	)		(427,640	)		(5,933,412	)		(412,288	)		(5,275,126	)		(297,232	)		(3,280,154	)
Total Fiduciary Share
Transactions		6,891			113,272			(221,096	)		(3,042,860	)		(311,098	)		(3,941,063	)		(608	)		(136,688	)
Class A Shares:
Proceeds from Shares Issued		451,648			6,943,883			86,347			1,229,925			36,204			493,315			17,477			191,503
Reinvestment of Dividends and
Distributions		18,899			280,741			4,185			58,737			383			4,699			260			2,717
Cost of Shares Redeemed		(177,068	)		(2,700,169	)		(110,783	)		(1,548,172	)		(15,249	)		(205,914	)		(47,641	)		(512,563	)
Total Class A Share
Transactions . .		293,479			4,524,455			(20,251	)		(259,510	)		21,338			292,100			(29,904	)		(318,343	)
Class B Shares:
Proceeds from Shares Issued		—			—			—			—			—			—			—			—
Reinvestment of Dividends and
Distributions		85			1,258			16			221			—			—			—			—
Cost of Shares Redeemed		(1,644	)		(24,355	)		(6,816	)		(93,405	)		—			—			—			—
Total Class B Share Transactions		(1,559	)		(23,097	)		(6,800	)		(93,184	)		—			—			—			—
Class C Shares:
Proceeds from Shares Issued		258,222			3,974,799			37,322			537,001			9,595			125,266			5,944			62,849
Reinvestment of Dividends and
Distributions		3,774			55,438			271			3,875			100			1,190			—			—
Cost of Shares Redeemed		(37,355	)		(571,877	)		(10,879	)		(145,435	)		(7,810	)		(102,342	)		(20,034	)		(204,335	)
Total Class C Share
Transactions		224,641			3,458,360			26,714			395,441			1,885			24,114			(14,090	)		(141,486	)
Class M Shares:
Proceeds from Shares Issued		—			—			—			—			455,168			6,055,210			459,343			4,916,768
Reinvestment of Dividends		—			—			—			—			70,873			866,070			61,733			641,409
Cost of Shares Redeemed		—			—			—			—			(922,037	)		(12,514,797	)		(1,533,137	)		(16,391,443	)
Total Class M Share
Transactions		—			—			—			—			(395,996	)		(5,593,517	)		(1,012,061	)		(10,833,266	)
Net Increase (Decrease) from
Capital
Stock Activity		523,452		$	8,072,990			(221,433	)	$	(3,000,113	)		(683,871	)	$	(9,218,366	)		(1,056,663	)	$	(11,429,783	)

Amounts designated as “—” are either $0 or have been rounded to $0.

The accompanying notes are an integral part of the financial statements.

112 HighMark®Funds

Enhanced Growth Fund												Equity Income Fund
2013						2012						2013						2012
Shares			Dollars			Shares			Dollars			Shares			Dollars			Shares			Dollars
	54,441		$	686,194			147,507		$	1,641,786			186,993		$	2,075,494			436,687		$	4,037,140
	—			—			—			—			14,697			157,453			19,810			184,890
	(177,027	)		(2,180,888	)		(90,489	)		(985,585	)		(146,919	)		(1,584,361	)		(389,890	)		(3,720,868	)
	(122,586	)		(1,494,694	)		57,018			656,201			54,771			648,586			66,607			501,162
	25,493			310,643			48,349			510,437			675,181			7,541,853			288,715			2,627,642
	—			—			—			—			25,768			275,320			23,655			220,242
	(38,465	)		(462,227	)		(107,195	)		(1,193,110	)		(237,901	)		(2,591,284	)		(183,126	)		(1,692,180	)
	(12,972	)		(151,584	)		(58,846	)		(682,673	)		463,048			5,225,889			129,244			1,155,704
	—			—			—			—			1,935			20,609			5,859			51,234
	—			—			—			—			1,867			19,786			2,672			24,792
	—			—			—			—			(37,017	)		(398,226	)		(53,474	)		(500,032	)
	—			—			—			—			(33,215	)		(357,831	)		(44,943	)		(424,006	)
	24,443			296,440			18			173			159,501			1,818,705			49,018			451,198
	—			—			—			—			4,503			47,853			4,646			43,004
	(5,480	)		(62,169	)		(14,853	)		(156,819	)		(52,124	)		(568,401	)		(54,364	)		(523,385	)
	18,963			234,271			(14,835	)		(156,646	)		111,880			1,298,157			(700	)		(29,183	)
	473,576			6,074,346			429,850			4,687,492			—			—			—			—
	—			—			—			—			—			—			—			—
	(709,516	)		(9,179,691	)		(1,648,432	)		(18,011,367	)		—			—			—			—
	(235,940	)		(3,105,345	)		(1,218,582	)		(13,323,875	)		—			—			—			—
	(352,535	)	$	(4,517,352	)		(1,235,245	)	$	(13,506,993	)		596,484		$	6,814,801			150,208		$	1,203,677

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 113

statement of changes in net assets -

capital stock activity

For the Years Ended July 31 (unless otherwise indicated)

	Geneva Mid Cap Growth Fund												Geneva Small Cap Growth Fund
	2013						2012						2013						2012
	Shares			Dollars			Shares			Dollars			Shares			Dollars			Shares			Dollars
Share Transactions:
Fiduciary Shares:
Proceeds from Shares Issued		16,112,704		$	407,746,116			11,476,172		$	269,452,620			1,350,672		$	47,262,188			469,180		$	14,337,205
Subscriptions from Reorganizations
Fiduciary Class (Note 8)		—			—			—			—			—			—			—			—
Reinvestment of Dividends and
Distributions		337,620			8,126,513			178,714			4,094,335			34,256			1,100,299			14,118			426,935
Cost of Shares Redeemed		(6,065,193	)		(155,227,639	)		(2,683,801	)		(62,511,731	)		(383,045	)		(13,606,098	)		(83,072	)		(2,467,799	)
Total Fiduciary Share
Transactions		10,385,131			260,644,990			8,971,085			211,035,224			1,001,883			34,756,389			400,226			12,296,341
Class A Shares:
Proceeds from Shares Issued		5,904,464			148,745,590			9,618,234			223,703,756			457,436			15,710,753			165,961			5,087,750
Subscriptions from Reorganizations
Class A (Note 8)		—			—			—			—			—			—			—			—
Reinvestment of Dividends and
Distributions		268,670			6,402,395			166,619			3,788,913			17,383			552,963			8,796			264,220
Cost of Shares Redeemed		(4,136,914	)		(104,626,362	)		(3,517,152	)		(81,682,821	)		(176,348	)		(6,057,104	)		(149,863	)		(4,599,642	)
Total Class A Share
Transactions		2,036,220			50,521,623			6,267,701			145,809,848			298,471			10,206,612			24,894			752,328
Class B Shares:
Proceeds from Shares Issued		165			3,668			1,205			24,684			—			—			—			—
Reinvestment of Dividends and
Distributions		2,407			51,653			4,123			85,131			—			—			—			—
Cost of Shares Redeemed		(81,834	)		(1,841,076	)		(105,553	)		(2,200,757	)		—			—			—			—
Total Class B Share
Transactions		(79,262	)		(1,785,755	)		(100,225	)		(2,090,942	)		—			—			—			—
Class C Shares:
Proceeds from Shares Issued		1,042,254			23,731,707			1,817,992			39,561,022			205,357			6,971,451			64,560			1,939,575
Subscriptions from Reorganizations
Class C (Note 8)		—			—			—			—			—			—			—			—
Reinvestment of Dividends and
Distributions		59,674			1,296,710			34,877			728,924			9,035			281,159			2,625			77,680
Cost of Shares Redeemed		(470,443	)		(10,901,080	)		(249,142	)		(5,302,698	)		(31,379	)		(1,075,169	)		(13,753	)		(397,822	)
Total Class C Share
Transactions		631,485			14,127,337			1,603,727			34,987,248			183,013			6,177,441			53,432			1,619,433
Class M Shares:
Proceeds from Shares Issued		—			—			—			—			—			—			—			—
Reinvestment of Dividends		—			—			—			—			—			—			—			—
Cost of Shares Redeemed		—			—			—			—			—			—			—			—
Total Class M Share
Transactions		—			—			—			—			—			—			—			—
Net Increase (Decrease) from
Capital Stock Activity		12,973,574		$	323,508,195			16,742,288		$	389,741,378			1,483,367		$	51,140,442			478,552		$	14,668,102

Amounts designated as “—” are either $0 or have been rounded to $0.

The accompanying notes are an integral part of the financial statements.

114 HighMark®Funds

International Opportunities Fund												Large Cap Core Equity Fund
2013						2012						2013						2012
Shares			Dollars			Shares			Dollars			Shares			Dollars			Shares			Dollars
	2,671,833		$	18,806,377			2,205,434		$	13,789,137			927,552		$	9,027,736			719,970		$	6,355,422
	—			—			—			—			—			—			1,836,177			15,503,279
	67,003			460,313			184,054			1,041,747			26,611			271,828			27,526			232,776
	(4,608,686	)		(32,600,632	)		(4,814,728	)		(29,682,060	)		(3,014,582	)		(32,284,140	)		(2,445,550	)		(20,988,863	)
	(1,869,850	)		(13,333,942	)		(2,425,240	)		(14,851,176	)		(2,060,419	)		(22,984,576	)		138,123			1,102,614
	242,887			1,714,809			81,427			499,120			577,813			6,029,593			76,374			668,492
	—			—			—			—			—			—			4,544			38,269
	6,353			43,775			15,497			88,021			4,869			51,016			2,679			22,525
	(208,284	)		(1,484,760	)		(248,818	)		(1,568,759	)		(111,058	)		(1,153,545	)		(55,125	)		(474,549	)
	40,956			273,824			(151,894	)		(981,618	)		471,624			4,927,064			28,472			254,737
	—			—			—			—			—			—			—			—
	—			—			—			—			—			—			6			45
	—			—			—			—			—			—			(10,326	)		(83,324	)
	—			—			—			—			—			—			(10,320	)		(83,279	)
	19,970			141,362			5,933			36,315			17,857			175,860			71,442			584,104
	—			—			—			—			—			—			3,269			26,758
	954			6,555			3,834			21,698			182			1,826			102			757
	(52,939	)		(363,280	)		(130,335	)		(787,963	)		(14,178	)		(136,248	)		(66,596	)		(569,876	)
	(32,015	)		(215,363	)		(120,568	)		(729,950	)		3,861			41,438			8,217			41,743
	1,959,519			14,020,922			1,252,318			7,850,315			—			—			—			—
	335,398			2,300,833			545,684			3,088,570			—			—			—			—
	(1,942,751	)		(13,903,604	)		(2,277,084	)		(14,348,721	)		—			—			—			—
	352,166			2,418,151			(479,082	)		(3,409,836	)		—			—			—			—
	(1,508,743	)	$	(10,857,330	)		(3,176,784	)	$	(19,972,580	)		(1,584,934	)	$	(18,016,074	)		164,492		$	1,315,815

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 115

statement of changes in net assets -

capital stock activity

For the Years Ended July 31 (unless otherwise indicated)

	Large Cap Growth Fund												NYSE Arca Tech 100 Index Fund
	2013						2012						2013						2012
	Shares			Dollars			Shares			Dollars			Shares			Dollars			Shares			Dollars
Share Transactions:
Fiduciary Shares:
Proceeds from Shares Issued		831,934		$	9,884,756			749,226		$	7,591,441			385,422		$	14,768,987			205,295		$	6,543,657
Subscriptions from Reorganizations
Fiduciary Class (Note 8)		—			—			—			—			—			—			—			—
Reinvestment of Dividends and
Distributions		13,957			159,942			4,957			47,937			763			28,036			—			—
Cost of Shares Redeemed		(1,367,544	)		(16,730,762	)		(1,666,855	)		(17,309,065	)		(189,452	)		(7,470,249	)		(172,211	)		(5,963,096	)
Total Fiduciary Share
Transactions		(521,653	)		(6,686,064	)		(912,672	)		(9,669,687	)		196,733			7,326,774			33,084			580,561
Class A Shares:
Proceeds from Shares Issued		240,066			2,765,078			149,183			1,494,200			1,198,597			46,342,546			941,982			30,839,608
Subscriptions from Reorganizations
Class A (Note 8)		—			—			—			—			—			—			—			—
Reinvestment of Dividends and
Distributions		1,916			21,570			—			—			6,211			226,311			—			—
Cost of Shares Redeemed		(395,886	)		(4,618,218	)		(302,056	)		(3,057,274	)		(1,292,345	)		(48,959,110	)		(1,663,528	)		(53,421,084	)
Total Class A Share Transactions		(153,904	)		(1,831,570	)		(152,873	)		(1,563,074	)		(87,537	)		(2,390,253	)		(721,546	)		(22,581,476	)
Class B Shares:
Proceeds from Shares Issued		—			—			1,326			12,429			5			200			—			—
Subscriptions from Reorganizations
Class B (Note 8)		—			—			—			—			—			—			—			—
Reinvestment of Dividends and
Distributions		—			—			—			—			—			—			—			—
Cost of Shares Redeemed		(25,260	)		(274,550	)		(136,345	)		(1,273,568	)		(52,513	)		(1,773,895	)		(119,666	)		(3,452,058	)
Total Class B Share Transactions		(25,260	)		(274,550	)		(135,019	)		(1,261,139	)		(52,508	)		(1,773,695	)		(119,666	)		(3,452,058	)
Class C Shares:
Proceeds from Shares Issued		19,005			202,314			9,066			85,784			56,354			1,987,025			27,160			840,483
Subscriptions from Reorganizations
Class C (Note 8)		—			—			—			—			—			—			—			—
Reinvestment of Dividends and
Distributions		—			—			—			—			—			—			—			—
Cost of Shares Redeemed		(32,252	)		(349,735	)		(59,796	)		(595,169	)		(55,512	)		(1,913,649	)		(55,196	)		(1,670,489	)
Total Class C Share Transactions		(13,247	)		(147,421	)		(50,730	)		(509,385	)		842			73,376			(28,036	)		(830,006	)
Class U Shares:
Proceeds From Shares Issued		—			—			—			—			—			—			—			—
Reinvestment of Dividends and
Distributions		—			—			—			—			—			—			—			—
Cost of Shares Redeemed		—			—			—			—			—			—			—			—
Total Class U Share Transactions		—			—			—			—			—			—			—			—
Net Increase (Decrease) from
Capital Stock Activity		(714,064	)	$	(8,939,605	)		(1,251,294	)	$	(13,003,285	)		57,530		$	3,236,202			(836,164	)	$	(26,282,979	)

Amounts designated as “—” are either $0 or have been rounded to $0.

(1)   The Fund began issuing Class U shares on January 4, 2012.

The accompanying notes are an integral part of the financial statements.

116 HighMark®Funds

Small Cap Core Fund												Value Fund
2013						2012						2013						2012(1)
Shares			Dollars			Shares			Dollars			Shares			Dollars			Shares			Dollars
	1,145,861		$	23,986,418			434,992		$	7,667,113			887,082		$	14,668,770			1,415,703		$	21,074,280
	—			—			1,458,617			26,344,563			—			—			2,435,210			39,492,211
	447			9,042			—			—			837,907			12,856,808			767,380			11,148,663
	(1,277,868	)		(29,321,286	)		(888,418	)		(16,068,947	)		(3,850,323	)		(64,638,069	)		(9,845,388	)		(147,601,190	)
	(131,560	)		(5,325,826	)		1,005,191			17,942,729			(2,125,334	)		(37,112,491	)		(5,227,095	)		(75,886,036	)
	28,038			630,958			23,074			414,547			80,730			1,347,842			107,084			1,607,698
	—			—			663,271			11,877,890			—			—			1,177,892			19,050,615
	—			—			—			—			475,129			7,275,918			230,662			3,356,390
	(138,488	)		(2,928,406	)		(142,300	)		(2,593,593	)		(947,843	)		(15,745,647	)		(632,564	)		(9,563,164	)
	(110,450	)		(2,297,448	)		544,045			9,698,844			(391,984	)		(7,121,887	)		883,074			14,451,539
	—			—			—			—			—			—			39			775
	—			—			—			—			—			—			23,042			364,271
	—			—			—			—			5,587			83,105			5,049			71,422
	—			—			—			—			(30,498	)		(493,107	)		(93,133	)		(1,368,207	)
	—			—			—			—			(24,911	)		(410,002	)		(65,003	)		(931,739	)
	17,247			364,783			764			13,724			11,314			187,337			7,859			118,037
	—			—			232,398			4,059,148			—			—			126,909			1,996,965
	—			—			—			—			20,853			308,590			7,529			106,284
	(41,869	)		(858,039	)		(38,081	)		(665,543	)		(61,093	)		(977,349	)		(53,775	)		(797,877	)
	(24,622	)		(493,256	)		195,081			3,407,329			(28,926	)		(481,422	)		88,522			1,423,409
	—			—			—			—			980,824			16,337,730			6,903,343			102,880,404
	—			—			—			—			642,770			9,907,841			50,642			792,883
	—			—			—			—			(1,167,646	)		(19,448,653	)		(596,274	)		(9,374,849	)
	—			—			—			—			455,948			6,796,918			6,357,711			94,298,438
	(266,632	)	$	(8,116,530	)		1,744,317		$	31,048,902			(2,115,207	)	$	(38,328,884	)		2,037,209		$	33,355,611

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 117

statement of changes in net assets -

capital stock activity

For the Years Ended July 31 (unless otherwise indicated)

	Bond Fund												California Intermediate Tax-Free Bond Fund
	2013						2012						2013						2012
	Shares			Dollars			Shares			Dollars			Shares			Dollars			Shares			Dollars
Share Transactions:
Fiduciary Shares:
Proceeds from Shares Issued		6,723,082		$	77,556,706			4,839,535		$	55,339,623			3,275,945		$	34,674,779			3,457,438		$	36,064,795
Reinvestment of Dividends and
Distributions		819,418			9,435,633			1,141,202			12,920,986			122,883			1,295,602			115,867			1,207,094
Cost of Shares Redeemed		(7,721,823	)		(88,335,949	)		(7,397,282	)		(84,742,988	)		(4,630,981	)		(48,625,421	)		(3,141,157	)		(32,818,246	)
Total Fiduciary Share
Transactions		(179,323	)		(1,343,610	)		(1,416,545	)		(16,482,379	)		(1,232,153	)		(12,655,040	)		432,148			4,453,643
Class A Shares:
Proceeds from Shares Issued		465,233			5,284,159			1,753,421			19,643,229			2,994,460			31,490,036			3,986,762			41,437,996
Reinvestment of Dividends and
Distributions		103,825			1,175,363			133,793			1,491,921			144,930			1,519,633			120,544			1,249,936
Cost of Shares Redeemed		(2,053,587	)		(23,227,122	)		(589,899	)		(6,635,844	)		(4,403,602	)		(46,078,095	)		(3,022,819	)		(31,238,214	)
Total Class A Share Transactions		(1,484,529	)		(16,767,600	)		1,297,315			14,499,306			(1,264,212	)		(13,068,426	)		1,084,487			11,449,718
Class B Shares:
Proceeds from Shares Issued		356			4,083			14,300			160,520			—			—			—			—
Reinvestment of Dividends and
Distributions		328			3,700			916			10,153			—			—			34			350
Cost of Shares Redeemed		(12,533	)		(141,856	)		(25,125	)		(279,879	)		—			—			(9,313	)		(96,406	)
Total Class B Share Transactions		(11,849	)		(134,073	)		(9,909	)		(109,206	)		—			—			(9,279	)		(96,056	)
Class C Shares:
Proceeds from Shares Issued		539,509			6,097,969			863,108			9,655,490			1,460,144			15,323,206			1,656,902			17,144,885
Reinvestment of Dividends and
Distributions		34,278			385,574			30,323			336,053			49,913			521,271			37,642			389,098
Cost of Shares Redeemed		(560,950	)		(6,245,598	)		(210,105	)		(2,348,437	)		(1,118,976	)		(11,632,434	)		(570,149	)		(5,891,685	)
Total Class C Share Transactions		12,837			237,945			683,326			7,643,106			391,081			4,212,043			1,124,395			11,642,298
Net Increase (Decrease) from
Capital Stock Activity		(1,662,864	)	$	(18,007,338	)		554,187		$	5,550,827			(2,105,284	)	$	(21,511,423	)		2,631,751		$	27,449,603

Amounts designated as “—” are either $0 or have been rounded to $0.

The accompanying notes are an integral part of the financial statements.

118 HighMark®Funds

National Intermediate Tax-Free Bond Fund													Short Term Bond Fund
2013						2012							2013						2012
Shares			Dollars			Shares			Dollars				Shares			Dollars			Shares			Dollars
	1,077,972		$	12,657,301			980,697		$	11,408,620				3,931,680		$	39,762,430			5,304,337		$	53,415,374
	58,586			686,042			35,649			414,753				84,306			851,530			105,759			1,063,159
	(1,774,237	)		(20,661,018	)		(1,793,092	)		(20,877,538	)			(4,797,488	)		(48,334,416	)		(3,950,706	)		(39,773,082	)
	(637,679	)		(7,317,675	)		(776,746	)		(9,054,165	)			(781,502	)		(7,720,456	)		1,459,390			14,705,451
	714,223			8,288,589			495,526			5,774,713				3,759,066			37,806,686			2,172,579			21,853,127
	26,898			314,655			27,317			317,486				42,721			430,908			40,264			404,419
	(767,467	)		(8,904,688	)		(986,425	)		(11,520,396	)			(2,521,226	)		(25,347,925	)		(1,472,797	)		(14,796,441	)
	(26,346	)		(301,444	)		(463,582	)		(5,428,197	)			1,280,561			12,889,669			740,046			7,461,105
	—			—			—			—							—			—			—
	—			—			—			—							—			—			—
	—			—			—			—		��					—			—			—
	—			—			—			—							—			—			—
	171,146			2,009,124			432,763			5,043,075				1,146,731			11,724,804			1,027,060			10,451,859
	13,017			152,335			6,827			79,582				16,954			173,180			22,220			225,818
	(223,034	)		(2,602,230	)		(126,756	)		(1,478,581	)			(928,566	)		(9,478,565	)		(693,620	)		(7,051,387	)
	(38,871	)		(440,771	)		312,834			3,644,076				235,119			2,419,419			355,660			3,626,290
	(702,896	)	$	(8,059,890	)		(927,494	)	$	(10,838,286	)			734,178		$	7,588,632			2,555,096		$	25,792,846

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 119

statement of changes in net assets -

capital stock activity

For the Years Ended July 31 (unless otherwise indicated)

	Wisconsin Tax-Exempt Fund
	2013						2012
	Shares			Dollars			Shares			Dollars
Share Transactions:
Fiduciary Shares:
Proceeds from Shares Issued		110,801		$	1,193,688			41,898		$	450,400
Reinvestment of Dividends and Distributions		2,468			26,519			954			10,206
Cost of Shares Redeemed		(87,654	)		(935,118	)		(5,192	)		(55,055	)
Total Fiduciary Share Transactions		25,615			285,089			37,660			405,551
Class A Shares:
Proceeds from Shares Issued		1,075,462			11,633,693			1,556,370			16,608,846
Reinvestment of Dividends and Distributions		286,146			3,074,159			297,974			3,179,979
Cost of Shares Redeemed		(1,920,307	)		(20,534,726	)		(930,516	)		(9,912,519	)
Total Class A Share Transactions		(558,699	)		(5,826,874	)		923,828			9,876,306
Class B Shares:
Proceeds from Shares Issued		772			8,299			—			—
Reinvestment of Dividends and Distributions		735			7,893			1,687			17,960
Cost of Shares Redeemed		(49,457	)		(523,647	)		(106,909	)		(1,132,232	)
Total Class B Share Transactions		(47,950	)		(507,455	)		(105,222	)		(1,114,272	)
Class C Shares:
Proceeds from Shares Issued		445,674			4,810,457			712,767			7,625,728
Reinvestment of Dividends and Distributions		34,392			368,866			27,403			292,419
Cost of Shares Redeemed		(386,759	)		(4,087,279	)		(167,070	)		(1,777,073	)
Total Class C Share Transactions		93,307			1,092,044			573,100			6,141,074
Net Increase (Decrease) from Capital Stock Activity		(487,727	)	$	(4,957,196	)		1,429,366		$	15,308,659

Amounts designated as “—” are either $0 or have been rounded to $0.

The accompanying notes are an integral part of the financial statements.

120 HighMark®Funds

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HighMark® Funds 121

financial highlights

For a Share Outstanding Throughout Each Period

For the Years or Periods Ended July 31, (unless otherwise indicated)

			Investment Activities									Dividends and Distributions																					Ratio of Expenses to Average Net
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)†			Net Realized and Unrealized Gain (Loss) on Investments			Total from Operations			Net Investment Income			Capital Gains			Total from Dividends and Distributions			Redemption Fees		Net Asset Value, End of Period		Total Return**			Net Assets, End of Period (000)		Ratio of Expenses to Average Net Assets			Assets Excluding Fee Waivers and Reduction of Expenses			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
Balanced Fund
Fiduciary Shares
2013	$	15.15	$	0.172		$	1.131		$	1.303		$	(0.198	)	$	(0.455	)	$	(0.653	)	$	—	$	15.80		8.91	%	$	17,331		0.99	%		1.56	%		1.12	%		44	%
2012		13.93		0.190			1.214			1.404			(0.184	)		—			(0.184	)		—		15.15		10.19			16,517		0.99			1.63			1.35			46
2011		12.56		0.165			1.427			1.592			(0.222	)		—			(0.222	)		—		13.93		12.72			18,267		0.99			1.54			1.21			50
2010		11.31		0.223			1.197			1.420			(0.170	)		—			(0.170	)		—		12.56		12.60			17,552		0.98			1.60			1.81			31
2009		12.58		0.211		(1.273		)~		(1.062	)		(0.208	)		—			(0.208	)		—		11.31		(8.24	)		16,799		0.97			1.56			2.01			48
Class A Shares
2013	$	15.12	$	0.134		$	1.122		$	1.256		$	(0.161	)	$	(0.455	)	$	(0.616	)	$	—	$	15.76		8.60	%	$	11,496		1.24	%		1.81	%		0.87	%		44	%
2012		13.90		0.155			1.214			1.369			(0.149	)		—			(0.149	)		—		15.12		9.94			6,591		1.24			1.88			1.10			46
2011		12.53		0.131			1.430			1.561			(0.191	)		—			(0.191	)		—		13.90		12.50			6,341		1.24			1.79			0.96			50
2010		11.29		0.192			1.186			1.378			(0.138	)		—			(0.138	)		—		12.53		12.24			5,657		1.23			1.85			1.56			31
2009		12.56		0.185		(1.270		)~		(1.085	)		(0.185	)		—			(0.185	)		—		11.29		(8.46	)		4,516		1.22			1.81			1.76			48
Class B Shares
2013	$	15.08	$	0.042		$	1.115		$	1.157		$	(0.072	)	$	(0.455	)	$	(0.527	)	$	—	$	15.71		7.92	%	$	16		1.84	%		2.31	%		0.27	%		44	%
2012		13.86		0.069			1.208			1.277			(0.057	)		—			(0.057	)		—		15.08		9.23			39		1.84			2.38			0.50			46
2011		12.50		0.048			1.424			1.472			(0.112	)		—			(0.112	)		—		13.86		11.80			130		1.84			2.29			0.36			50
2010		11.25		0.118			1.188			1.306			(0.056	)		—			(0.056	)		—		12.50		11.62			455		1.83			2.35			0.96			31
2009		12.52		0.122		(1.267		)~		(1.145	)		(0.125	)		—			(0.125	)		—		11.25		(9.03	)		544		1.82			2.31			1.16			48
Class C Shares
2013	$	15.02	$	0.042		$	1.126		$	1.168		$	(0.073	)	$	(0.455	)	$	(0.528	)	$	—	$	15.66		8.03	%	$	4,903		1.84	%		2.31	%		0.27	%		44	%
2012		13.81		0.071			1.206			1.277			(0.067	)		—			(0.067	)		—		15.02		9.27			1,330		1.84			2.38			0.50			46
2011		12.46		0.049			1.418			1.467			(0.117	)		—			(0.117	)		—		13.81		11.80			854		1.84			2.29			0.36			50
2010		11.22		0.118			1.183			1.301			(0.061	)		—			(0.061	)		—		12.46		11.61			510		1.83			2.35			0.96			31
2009		12.49		0.121		(1.264		)~		(1.143	)		(0.127	)		—			(0.127	)		—		11.22		(9.03	)		333		1.82			2.31			1.16			48
Cognitive Value Fund
Fiduciary Shares
2013	$	11.46	$	0.181		$	3.447		$	3.628		$	(0.138	)	$	—		$	(0.138	)	$	—#	$	14.95		31.93	%	$	1,937		1.14	%		1.33	%		1.42	%		339	%
2012		11.50		0.060			(0.001	)		0.059			(0.099	)		—			(0.099	)		—#		11.46		0.60			5,051		1.16			1.35			0.54			268
2011		9.36		0.093			2.187			2.280			(0.140	)		—			(0.140	)		—#		11.50		24.32			5,075		1.21			1.33			0.86			216
2010		7.87		0.058			1.503	##		1.561			(0.071	)		—			(0.071	)		—#		9.36		20.06	##		2,230		1.13			1.33			0.66			152
2009		10.23		0.082			(2.354	)		(2.272	)		(0.088	)		—			(0.088	)		—#		7.87		(22.10	)		1,837		1.03			1.34			1.11			141
Class A Shares
2013	$	11.48	$	0.143		$	3.449		$	3.592		$	(0.102	)	$	—		$	(0.102	)	$	—#	$	14.97		31.48	%	$	1,122		1.47	%		1.58	%		1.09	%		339	%
2012		11.51		0.025			(0.006	)		0.019			(0.049	)		—			(0.049	)		—#		11.48		0.21			616		1.47			1.60			0.23			268
2011		9.37		0.065			2.194			2.259			(0.119	)		—			(0.119	)		—#		11.51		24.05			961		1.47			1.58			0.60			216
2010		7.89		0.030			1.501	##		1.531			(0.051	)		—			(0.051	)		—#		9.37		19.60	##		655		1.45			1.58			0.34			152
2009		10.19		0.056			(2.341	)		(2.285	)		(0.015	)		—			(0.015	)		—#		7.89		(22.40	)		333		1.40			1.59			0.74			141
Class C Shares
2013	$	11.17	$	0.062		$	3.356		$	3.418		$	(0.038	)	$	—		$	(0.038	)	$	—#	$	14.55		30.67	%	$	560		2.07	%		2.08	%		0.49	%		339	%
2012		11.20		(0.040	)		0.010			(0.030	)		—			—			—			—#		11.17		(0.27	)		409		2.07			2.10			(0.37	)		268
2011		9.11		(0.001	)		2.122			2.121			(0.031	)		—			(0.031	)		—#		11.20		23.30			568		2.07			2.08			(0.00	)		216
2010		7.68		(0.022	)		1.473	##		1.451			(0.021	)		—			(0.021	)		—#		9.11		18.92	##		520		2.05			2.08			(0.26	)		152
2009		10.04		0.008			(2.316	)		(2.308	)		(0.052	)		—			(0.052	)		—#		7.68		(22.92	)		413		2.02			2.09			0.12			141
Class M Shares
2013	$	11.47	$	0.194		$	3.436		$	3.630		$	(0.150	)	$	—		$	(0.150	)	$	—#	$	14.95		31.94	%	$	93,163		1.07	%		1.08	%		1.49	%		339	%
2012		11.51		0.069			0.001			0.070			(0.110	)		—			(0.110	)		—#		11.47		0.71			75,990		1.07			1.10			0.63			268
2011		9.37		0.108			2.182			2.290			(0.150	)		—			(0.150	)		—#		11.51		24.54			87,921		1.07			1.08			1.00			216
2010		7.87		0.065			1.508	##		1.573			(0.073	)		—			(0.073	)		—#		9.37		20.08	##		70,390		1.05			1.08			0.74			152
2009		10.22		0.083			(2.345	)		(2.262	)		(0.088	)		—			(0.088	)		—#		7.87		(22.02	)		67,711		1.02			1.09			1.12			141

The accompanying notes are an integral part of the financial statements.

122 HighMark®Funds

			Investment Activities									Dividends and Distributions																					Ratio
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)†			Net Realized and  Unrealized Gain (Loss) on Investments			Total from Operations			Net Investment Income			Capital Gains			Total from Dividends and Distributions			Redemption Fees		Net Asset Value, End of Period		Total Return**			Net Assets, End of Period (000)		Ratio of Expenses to Average Net Assets			of Expenses to Average Net Assets Excluding Fee Waivers and Reduction of Expenses			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
Enhanced Growth Fund
Fiduciary Shares
2013	$	11.83	$	0.022		$	2.018		$	2.040		$	—		$	—		$	—		$	—	$	13.87		17.24	%	$	1,544		1.14	%		1.33	%		0.18	%		45	%
2012		11.20		(0.026	)		0.656			0.630			—			—			—			—		11.83		5.63			2,767		1.11			1.35			(0.23	)		11
2011		9.20		(0.027	)		2.027			2.000			—			—			—			—		11.20		21.74			1,980		1.09			1.33			(0.25	)		16
2010		8.07		(0.008	)		1.151			1.143			(0.013	)		—			(0.013	)		—		9.20		14.17			1,676		1.06			1.33			(0.09	)		17
2009		9.26		0.009			(1.199	)		(1.190	)		—			—			—			—		8.07		(12.85	)		1,996		1.00			1.31			0.13			24
Class A Shares
2013	$	11.56	$	(0.016	)	$	1.966		$	1.950		$	—		$	—		$	—		$	—	$	13.51		16.87	%	$	1,458		1.45	%		1.58	%		(0.13	)%		45	%
2012		10.98		(0.062	)		0.642			0.580			—			—			—			—		11.56		5.28			1,398		1.45			1.60			(0.57	)		11
2011		9.05		(0.064	)		1.994			1.930			—			—			—			—		10.98		21.33			1,974		1.45			1.58			(0.61	)		16
2010		7.96		(0.042	)		1.133			1.091			(0.001	)		—			(0.001	)		—		9.05		13.71			2,277		1.43			1.58			(0.46	)		17
2009		9.17		(0.018	)		(1.192	)		(1.210	)		—			—			—			—		7.96		(13.20	)		875		1.40			1.56			(0.26	)		24
Class C Shares
2013	$	11.15	$	(0.088	)	$	1.888		$	1.800		$	—		$	—		$	—		$	—	$	12.95		16.14	%	$	384		2.05	%		2.08	%		(0.73	)%		45	%
2012		10.66		(0.124	)		0.614			0.490			—			—			—			—		11.15		4.60			119		2.05			2.10			(1.17	)		11
2011		8.84		(0.126	)		1.946			1.820			—			—			—			—		10.66		20.59			272		2.05			2.08			(1.21	)		16
2010		7.82		(0.093	)		1.113			1.020			—	#		—			—	#		—		8.84		13.04			180		2.03			2.08			(1.06	)		17
2009		9.07		(0.059	)		(1.191	)		(1.250	)		—			—			—			—		7.82		(13.78	)		122		2.00			2.06			(0.87	)		24
Class M Shares
2013	$	11.85	$	0.034		$	2.016		$	2.050		$	—		$	—		$	—		$	—	$	13.90		17.30	%	$	86,675		1.05	%		1.08	%		0.27	%		45	%
2012		11.21		(0.019	)		0.659			0.640			—			—			—			—		11.85		5.71			76,670		1.05			1.10			(0.17	)		11
2011		9.20		(0.022	)		2.032			2.010			—			—			—			—		11.21		21.85			86,182		1.05			1.08			(0.21	)		16
2010		8.07		(0.005	)		1.150			1.145			(0.015	)		—			(0.015	)		—		9.20		14.04			64,408		1.03			1.08			(0.06	)		17
2009		9.27		0.009			(1.209	)		(1.200	)		—			—			—			—		8.07		(12.84	)		65,867		1.00			1.06			0.13			24
Equity Income Fund
Fiduciary Shares
2013	$	10.15	$	0.270		$	1.904		$	2.174		$	(0.284	)	$	—		$	(0.284	)	$	—	$	12.04		21.80	%	$	8,698		0.90	%		1.51	%		2.48	%		69	%
2012		9.21		0.270			0.935			1.205			(0.265	)		—			(0.265	)		—		10.15		13.38			6,777		0.88			1.65			2.87			79
2011		7.88		0.284			1.331			1.615			(0.285	)		—			(0.285	)		—		9.21		20.68			5,532		0.90			1.75			3.04			78
2010		6.97		0.245			0.834			1.079			(0.169	)		—			(0.169	)		—		7.88		15.50			9		0.90			1.80			3.28			46
2009 (1)		6.89		0.003			0.077			0.080			—			—			—			—		6.97		1.16			76		0.90	*		2.53	*^^		3.43	*^^		32
Class A Shares
2013	$	10.12	$	0.242		$	1.906		$	2.148		$	(0.258	)	$	—		$	(0.258	)	$	—	$	12.01		21.57	%	$	19,219		1.15	%		1.76	%		2.23	%		69	%
2012		9.18		0.243			0.938			1.181			(0.241	)		—			(0.241	)		—		10.12		13.12			11,519		1.15			1.90			2.60			79
2011		7.89		0.248			1.314			1.562			(0.272	)		—			(0.272	)		—		9.18		19.98			9,259		1.15			2.00			2.79			78
2010		6.97		0.234			0.883			1.117			(0.197	)		—			(0.197	)		—		7.89		16.06			9,976		1.15			2.05			3.03			46
2009 (2)		7.37		0.150			(0.386	)		(0.236	)		(0.164	)		—			(0.164	)††		—		6.97		(2.93	)		11,793		1.16	*		2.47	*^^		3.17	*^^		32
2008 (3)		12.01	0.30^				(4.31	)		(4.01	)		(0.28	)		(0.35	)		(0.63	)		—		7.37		(34.84	)		13,298		1.15			1.68			2.95			83

Amounts designated as “—” are either $0 or have been rounded to $0.

*	Annualized.
**	Total return does not reflect any applicable sales charge. Total return is for the period indicated and has not been annualized.
~	Includes $0.012 of Fair Funds Settlement.
#	Amount represents less than $0.001.
##	Includes payment by affiliates of $0.001 per share. The effects of such payments did not affect the amount shown as total return for the period.
†	Per share amounts calculated using average shares method, unless otherwise indicated.
††	Includes Return of Capital of $0.005 for Class A Shares.
^	Per share amounts calculated using SEC method.
^^	Ratios of expenses to average net assets include interest expenses of less than 0.005% for the period ended July 31, 2009, which is not included in the contractual expense
	limitations. The interest expense is from utilizing a line of credit.
(1)	Commenced operations on July 24, 2009.
(2)	For the nine month period ended July 31, 2009. On June 8, 2009, HighMark Funds acquired the assets and assumed the identified liabilities of North Track Equity Income Fund, North Track Geneva Growth Fund, North Track NYSE Arca Tech 100 Index Fund and North Track Wisconsin Tax-Exempt Fund (the “North Track Funds”). The fiscal year end of the North Track Funds, the predecessor funds to HighMark Equity Income Fund, HighMark Geneva Mid Cap Growth Fund, HighMark NYSE Arca Tech 100 Index Fund and HighMark Wisconsin Tax-Exempt Fund, was October 31. The fiscal year end of the successor HighMark Funds is July 31.
(3)	For the year ended October 31.

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 123

financial highlights

For a Share Outstanding Throughout Each Period

For the Years or Periods Ended July 31, (unless otherwise indicated)

			Investment Activities									Dividends and Distributions																					Ratio of Expenses to Average Net Assets Excluding
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)†			Net Realized and Unrealized Gain (Loss) on Investments			Total from Operations			Net Investment Income			Capital Gains			Total from Dividends and Distributions			Redemption Fees		Net Asset Value, End of Period		Total Return**			Net Assets, End of Period (000)		Ratio of Expenses to Average Net Assets			Fee Waiversand Reduction of Expenses, and Recoupment if any			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
Equity Income Fund (continued)
Class B Shares
2013	$	10.16	$	0.176		$	1.903		$	2.079		$	(0.189	)	$	—		$	(0.189	)	$	—	$	12.05		20.72	%	$	1,116		1.75	%		2.26	%		1.63	%		69	%
2012		9.21		0.186			0.945			1.131			(0.181	)		—			(0.181	)		—		10.16		12.47			1,278		1.75			2.40			2.00			79
2011		7.91		0.195			1.321			1.516			(0.216	)		—			(0.216	)		—		9.21		19.31			1,572		1.75			2.50			2.19			78
2010		6.99		0.188			0.877			1.065			(0.145	)		—			(0.145	)		—		7.91		15.25			1,813		1.75			2.55			2.43			46
2009 (1)		7.35		0.116			(0.368	)		(0.252	)		(0.108	)		—			(0.108	)††		—		6.99		(3.24	)		2,341	1.87		*~	3.17		*~		2.45	*		32
2008 (2)		11.95	0.24				(4.33	)		(4.09	)		(0.16	)		(0.35	)		(0.51	)		—		7.35		(35.44	)		3,121		1.90			2.42			2.23			83
Class C Shares
2013	$	10.07	$	0.176		$	1.891		$	2.067		$	(0.197	)	$	—		$	(0.197	)	$	—	$	11.94		20.79	%	$	4,504		1.75	%		2.26	%		1.63	%		69	%
2012		9.14		0.186			0.930			1.116			(0.186	)		—			(0.186	)		—		10.07		12.40			2,673		1.75			2.40			2.00			79
2011		7.85		0.194			1.315			1.509			(0.219	)		—			(0.219	)		—		9.14		19.37			2,431		1.75			2.50			2.19			78
2010		6.94		0.187			0.868			1.055			(0.145	)		—			(0.145	)		—		7.85		15.22			2,194		1.75			2.55			2.43			46
2009 (1)		7.33		0.115			(0.379	)		(0.264	)		(0.126	)		—			(0.126	)††		—		6.94		(3.39	)		2,832	1.87		*~	3.17		*~		2.45	*		32
2008 (2)		11.95		0.21			(4.28	)		(4.07	)		(0.20	)		(0.35	)		(0.55	)		—		7.33		(35.38	)		4,057		1.90			2.44			2.18			83
Geneva Mid Cap Growth Fund
Fiduciary Shares
2013	$	23.46	$	(0.139	)	$	5.523		$	5.384		$	—		$	(0.434	)	$	(0.434	)	$	—	$	28.41		23.28	%	$	818,057		1.13	%		1.20	%		(0.54	)%		26	%
2012		22.85		(0.147	)		1.209			1.062			—			(0.452	)		(0.452	)		—		23.46		4.70			431,911		1.13			1.26			(0.63	)		17
2011		17.98		(0.151	)		5.050			4.899			—			(0.029	)		(0.029	)		—		22.85		27.25			215,699		1.13			1.29			(0.67	)		23
2010		15.04		(0.110	)		3.050			2.940			—			—			—			—		17.98		19.55			19,588		1.11			1.32			(0.63	)		26
2009 (3)		14.07		(0.006	)		0.976			0.970			—			—			—			—		15.04		6.89			1,459	1.13		*~	1.25		*~		(0.50	)*		24
Class A Shares
2013	$	23.26	$	(0.200	)	$	5.464		$	5.264		$	—		$	(0.434	)	$	(0.434	)	$	—	$	28.09		22.96	%	$	475,431		1.38	%		1.45	%		(0.79	)%		26	%
2012		22.71		(0.204	)		1.206			1.002			—			(0.452	)		(0.452	)		—		23.26		4.46			346,312		1.38			1.51			(0.88	)		17
2011		17.92		(0.200	)		5.019			4.819			—			(0.029	)		(0.029	)		—		22.71		26.82			195,872		1.38			1.54			(0.92	)		23
2010		15.03		(0.152	)		3.042			2.890			—			—			—			—		17.92		19.22			176,924		1.38			1.57			(0.90	)		26
2009 (1)		13.53		(0.103	)		1.603			1.500			—			—			—			—		15.03		11.16			148,670	1.70		*~	1.72		*~		(1.07	)*		24
2008 (2)		21.80	(0.17		)		(6.94	)		(7.11	)		—			(1.16	)		(1.16	)		—		13.53		(34.29	)		132,592		1.38			1.38			(0.91	)		22
Class B Shares
2013	$	21.03	$	(0.315	)	$	4.919		$	4.604		$	—		$	(0.434	)	$	(0.434	)	$	—	$	25.20		22.25	%	$	2,267		1.98	%		1.95	%		(1.39	)%		26	%
2012		20.70		(0.308	)		1.090			0.782			—			(0.452	)		(0.452	)		—		21.03		3.77			3,559		1.98			2.01			(1.48	)		17
2011		16.44		(0.299	)		4.588			4.289			—			(0.029	)		(0.029	)		—		20.70		26.15			5,579		1.98			2.04			(1.52	)		23
2010		13.87		(0.233	)		2.803			2.570			—			—			—			—		16.44		18.53			6,209		1.98			2.07			(1.50	)		26
2009 (1)		12.55		(0.158	)		1.478			1.320			—			—			—			—		13.87		10.52			7,420	2.42		*~	2.42		*~		(1.78	)*		24
2008 (2)		20.45	(0.34		)		(6.40	)		(6.74	)		—			(1.16	)		(1.16	)		—		12.55		(34.77	)		8,143		2.13			2.13			(1.66	)		22
Class C Shares
2013	$	21.29	$	(0.321	)	$	4.985		$	4.664		$	—		$	(0.434	)	$	(0.434	)	$	—	$	25.52		22.26	%	$	96,703		1.98	%		1.95	%		(1.39	)%		26	%
2012		20.96		(0.316	)		1.098			0.782			—			(0.452	)		(0.452	)		—		21.29		3.77			67,244		1.98			2.01			(1.48	)		17
2011		16.64		(0.307	)		4.656			4.349			—			(0.029	)		(0.029	)		—		20.96		26.14			32,580		1.98			2.04			(1.52	)		23
2010		14.04		(0.237	)		2.837			2.600			—			—			—			—		16.64		18.52			18,896		1.98			2.07			(1.50	)		26
2009 (1)		12.70		(0.160	)		1.500			1.340			—			—			—			—		14.04		10.55			14,708	2.42		*~	2.42		*~		(1.79	)*		24
2008 (2)		20.69	(0.28		)		(6.55	)		(6.83	)		—			(1.16	)		(1.16	)		—		12.70		(34.80	)		14,433		2.13			2.13			(1.66	)		22
Geneva Small Cap Growth Fund
Fiduciary Shares
2013	$	31.63	$	(0.338	)	$	10.737		$	10.399		$	—		$	(1.520	)	$	(1.520	)	$	0.001	$	40.51		34.18	%	$	73,086		1.36	%		1.63	%		(0.95	)%		30	%
2012		31.04		(0.303	)		1.820			1.517			—			(0.928	)		(0.928	)		0.001		31.63		4.99			25,371		1.35			1.82			(0.99	)		45
2011		24.45		(0.309	)		7.926			7.617			—			(1.027	)		(1.027	)		—#		31.04		31.28			12,477		1.35			2.00			(1.03	)		45
2010		20.70		(0.204	)		3.954			3.750			—			—			—			—#		24.45		18.12			6,252		1.37			2.48			(0.89	)		62
2009 (4)		20.00		(0.018	)		0.718			0.700			—			—			—			—		20.70		3.50			1,598		1.37	*		8.34	*		(0.73	)*		7
Class A Shares
2013	$	31.36	$	(0.423	)	$	10.632		$	10.209		$	—		$	(1.520	)	$	(1.520	)	$	0.001	$	40.05		33.86	%	$	24,629		1.62	%		1.88	%		(1.21	)%		30	%
2012		30.87		(0.382	)		1.799			1.417			—			(0.928	)		(0.928	)		0.001		31.36		4.69			9,925		1.62			2.07			(1.26	)		45
2011		24.39		(0.392	)		7.899			7.507			—			(1.027	)		(1.027	)		—#		30.87		30.90			9,000		1.62			2.25			(1.30	)		45
2010		20.70		(0.264	)		3.954			3.690			—			—			—			—#		24.39		17.83			3,220		1.62			2.73			(1.15	)		62
2009 (4)		20.00		(0.025	)		0.725			0.700			—			—			—			—		20.70		3.50			1,988		1.62	*		8.59	*		(0.98	)*		7

The accompanying notes are an integral part of the financial statements.

124 HighMark®Funds

				Investment Activities									Dividends and Distributions																					Ratio of Expenses to Average
	Net Asset Value, Beginning of Period			Net Investment Income (Loss)†			Net Realized and Unrealized Gain (Loss) on Investments			Total from Operations			Net Investment Income			Capital Gains			Total from Dividends and Distributions			Redemption Fees		Net Asset Value, End of Period		Total Return**			Net Assets, End of Period (000)		Ratio of Expenses to Average Net Assets			Net Assets Excluding Fee Waivers and Reduction of Expenses			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
Geneva Small Cap Growth Fund (continued)
Class C Shares
2013		$	30.78	$	(0.621	)	$	10.400		$	9.779		$	—		$	(1.520	)	$	(1.520	)	$	0.001	$	39.04		33.08	%	$	11,961		2.22	%		2.38	%		(1.81	)%		30	%
2012			30.49		(0.557	)		1.774			1.217			—			(0.928	)		(0.928	)		0.001		30.78		4.09			3,799		2.22			2.57			(1.86	)		45
2011			24.23		(0.580	)		7.867			7.287			—			(1.027	)		(1.027	)		—#		30.49		30.18			2,134		2.22			2.75			(1.90	)		45
2010			20.69		(0.401	)		3.941			3.540			—			—			—			—#		24.23		17.11			260		2.22			3.23			(1.75	)		62
2009 (4)			20.00		(0.039	)		0.729			0.690			—			—			—			—		20.69		3.45			36		2.22	*		9.09	*		(1.58	)*		7
International Opportunities Fund
Fiduciary Shares
2013		$	6.26	$	0.148		$	1.116		$	1.264		$	(0.124	)	$	—		$	(0.124	)	$	—#	$	7.40		20.34	%	$	60,531		1.21	%		1.33	%		2.11	%		97	%
2012			7.46		0.139			(1.155	)		(1.016	)		(0.184	)		—			(0.184	)		—#		6.26		(13.35	)		62,889		1.31			1.42			2.21			102
2011			6.33		0.122			1.151			1.273			(0.143	)		—			(0.143	)		—#		7.46		20.25			93,101		1.45			1.52			1.69			95
2010			6.00		0.092			0.392			0.484			(0.154	)		—			(0.154	)		—#		6.33		8.03			79,237		1.44			1.53			1.44			84
2009			8.48		0.117			(2.343	)		(2.226	)		(0.109	)		(0.145	)		(0.254	)		—#		6.00		(25.64	)		63,644		1.39			1.56			2.10			134
Class A Shares
2013		$	6.27	$	0.137		$	1.111		$	1.248		$	(0.108	)	$	—		$	(0.108	)	$	—#	$	7.41		20.04	%	$	4,217		1.38	%		1.58	%		1.94	%		97	%
2012			7.45		0.128			(1.147	)		(1.019	)		(0.161	)		—			(0.161	)		—#		6.27		(13.57	)		3,307		1.49			1.67			2.04			102
2011			6.32		0.109			1.141			1.250			(0.120	)		—			(0.120	)		—#		7.45		20.05			5,067		1.62			1.77			1.52			95
2010			5.98		0.082			0.401			0.483			(0.143	)		—			(0.143	)		—#		6.32		8.04			6,693		1.60			1.78			1.28			84
2009			8.45		0.107			(2.340	)		(2.233	)		(0.092	)		(0.145	)		(0.237	)		—#		5.98		(25.77	)		10,004		1.57			1.81			1.92			134
Class C Shares
2013		$	6.22	$	0.087		$	1.109		$	1.196		$	(0.046	)	$	—		$	(0.046	)	$	—#	$	7.37		19.28	%	$	1,165		2.08	%		2.08	%		1.24	%		97	%
2012			7.37		0.085			(1.132	)		(1.047	)		(0.103	)		—			(0.103	)		—#		6.22		(14.07	)		1,182		2.17			2.17			1.36			102
2011			6.26		0.062			1.133			1.195			(0.085	)		—			(0.085	)		—#		7.37		19.16			2,290		2.27			2.27			0.87			95
2010			5.92		0.038			0.390			0.428			(0.088	)		—			(0.088	)		—#		6.26		7.39			1,975		2.28			2.28			0.60			84
2009			8.35		0.068			(2.297	)		(2.229	)		(0.056	)		(0.145	)		(0.201	)		—#		5.92		(26.34	)		2,217		2.27			2.31			1.22			134
Class M Shares
2013		$	6.26	$	0.158		$	1.117		$	1.275		$	(0.135	)	$	—		$	(0.135	)	$	—#	$	7.40		20.53	%	$	148,562		1.08	%		1.08	%		2.24	%		97	%
2012			7.47		0.148			(1.161	)		(1.013	)		(0.197	)		—			(0.197	)		—#		6.26		(13.28	)		123,439		1.17			1.17			2.36			102
2011			6.34		0.135			1.148			1.283			(0.153	)		—			(0.153	)		—#		7.47		20.39			150,888		1.27			1.27			1.87			95
2010			6.00		0.102			0.398			0.500			(0.160	)		—			(0.160	)		—#		6.34		8.31			133,321		1.28			1.28			1.60			84
2009			8.48		0.124			(2.343	)		(2.219	)		(0.116	)		(0.145	)		(0.261	)		—#		6.00		(25.55	)		134,220		1.27			1.31			2.22			134
Large Cap Core Equity Fund
Fiduciary Shares
2013		$	9.19	$	0.127		$	2.266		$	2.393		$	(0.123	)	$	—		$	(0.123	)	$	—	$	11.46		26.21	%	$	49,992		0.93	%		1.20	%		1.25	%		63	%
2012			8.49		0.087			0.702			0.789			(0.089	)		—			(0.089	)		—		9.19		9.39			59,041		0.93			1.28			1.02		78∞
2011			7.24		0.088			1.256			1.344			(0.094	)		—			(0.094	)		—		8.49		18.63			53,369		0.96			1.23			1.09			68
2010			6.39		0.081			0.848			0.929			(0.079	)		—			(0.079	)		—		7.24		14.56			55,593		0.95			1.22			1.13			93
2009			8.12		0.120			(1.733	)		(1.613	)		(0.117	)		—			(0.117	)		—		6.39		(19.59	)		60,454		0.92			1.19			2.00			42

Amounts designated as “—” are either $0 or have been rounded to $0.

*	Annualized.
**	Total return does not reflect any applicable sales charge. Total return is for the period indicated and has not been annualized
~	Ratios of expenses to average net assets include interest expenses of less than 0.005% for the period ended July 31, 2009, which is not included in the contractual expense limitations. The interest expense is from utilizing a line of credit.
#	Amount represents less than $0.001.
†	Per share amounts calculated using average shares method, unless otherwise indicated.
††	Includes Return of Capital of $0.004 for Class B Shares and Class C Shares.
^	Per share amounts calculated using SEC method.
∞	Portfolio turnover excludes the purchases and sales of the Merging Funds. If these transactions were included, portfolio turnover would have been higher.
(1)	For the nine month period ended July 31, 2009. On June 8, 2009, HighMark Funds acquired the assets and assumed the identified liabilities of North Track Equity Income Fund, North Track Geneva Growth Fund, North Track NYSE Arca Tech 100 Index Fund and North Track Wisconsin Tax-Exempt Fund (the “North Track Funds”). The fiscal year end of  the North Track Funds, the predecessor funds to HighMark Equity Income Fund, HighMark Geneva Mid Cap Growth Fund, HighMark NYSE Arca Tech 100 Index Fund and HighMark Wisconsin Tax-Exempt Fund, was October 31. The fiscal year end of the successor HighMark Funds is July 31.
(2)	For the year ended October 31.
(3)	Commenced operations on June 26, 2009.
(4)	Commenced operations on June 12, 2009.

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 125

financial highlights

For a Share Outstanding Throughout Each Period

For the Years or Periods Ended July 31, (unless otherwise indicated)

			Investment Activities									Dividends and Distributions																				Ratio of Expenses to
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)†			Net Realized and Unrealized Gain (Loss) on Investments			Total from Operations			Net Investment Income			Capital Gains		Total from Dividends and Distributions			Redemption Fees		Net Asset Value, End of Period		Total Return**			Net Assets, End of Period(000)		Ratio of Expenses to Average Net Assets			Average Net Assets Excluding Fee Waivers and Reduction of Expenses			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
Large Cap Core Equity Fund (continued)
Class A Shares
2013	$	9.17	$	0.100		$	2.254		$	2.354		$	(0.094	)	$	—	$	(0.094	)	$	—	$	11.43		25.80	%	$	9,799		1.22	%		1.45	%		0.96	%		63	%
2012		8.47		0.062			0.704			0.766			(0.066	)		—		(0.066	)		—		9.17		9.12			3,538		1.23			1.53			0.72		78∞
2011		7.23		0.065			1.244			1.309			(0.069	)		—		(0.069	)		—		8.47		18.15			3,027		1.25			1.48			0.79			68
2010		6.38		0.061			0.848			0.909			(0.059	)		—		(0.059	)		—		7.23		14.27			2,640		1.23			1.47			0.85			93
2009		8.10		0.103			(1.722	)		(1.619	)		(0.101	)		—		(0.101	)		—		6.38		(19.83	)		2,004		1.20			1.44			1.72			42
Class C Shares
2013	$	8.92	$	0.035		$	2.191		$	2.226		$	(0.036	)	$	—	$	(0.036	)	$	—	$	11.11		25.01	%	$	996		1.82	%		1.95	%		0.36	%		63	%
2012		8.24		0.010			0.685			0.695			(0.015	)		—		(0.015	)		—		8.92		8.47			765		1.83			2.03			0.12		78∞
2011		7.03		0.015			1.213			1.228			(0.018	)		—		(0.018	)		—		8.24		17.48			640		1.85			1.98			0.19			68
2010		6.21		0.017			0.821			0.838			(0.018	)		—		(0.018	)		—		7.03		13.50			441		1.83			1.97			0.25			93
2009		7.92		0.064			(1.699	)		(1.635	)		(0.075	)		—		(0.075	)		—		6.21		(20.52	)		446		1.80			1.94			1.12			42
Large Cap Growth Fund
Fiduciary Shares
2013	$	11.45	$	0.101		$	1.357		$	1.458		$	(0.058	)	$	—	$	(0.058	)	$	—	$	12.85		12.80	%	$	52,843		1.01	%		1.24	%		0.84	%		41	%
2012		10.31		0.045			1.112			1.157			(0.017	)		—		(0.017	)		—		11.45		11.25			53,070		1.01			1.27			0.43			53
2011		8.81		0.021			1.598			1.619			(0.119	)		—		(0.119	)		—		10.31		18.41			57,207		1.01			1.24			0.21			41
2010		7.87		0.101			0.909			1.010			(0.070	)		—		(0.070	)		—		8.81		12.82			60,078		0.99			1.21			1.16			34
2009		9.11		0.072		(1.263)^				(1.191	)		(0.049	)		—		(0.049	)		—		7.87		(12.97	)		67,051		0.93			1.17			0.99			60
Class A Shares
2013	$	11.23	$	0.068		$	1.328		$	1.396		$	(0.016	)	$	—	$	(0.016	)	$	—	$	12.61		12.45	%	$	16,840		1.27	%		1.49	%		0.58	%		41	%
2012		10.12		0.018			1.092			1.110			—			—		—			—		11.23		10.97			16,722		1.27			1.52			0.17			53
2011		8.64		(0.005	)		1.572			1.567			(0.087	)		—		(0.087	)		—		10.12		18.16			16,621		1.27			1.49			(0.05	)		41
2010		7.74		0.076			0.891			0.967			(0.067	)		—		(0.067	)		—		8.64		12.48			19,881		1.25			1.46			0.89			34
2009		8.95		0.051		(1.238)^				(1.187	)		(0.023	)		—		(0.023	)		—		7.74		(13.21	)		17,543		1.21			1.42			0.72			60
Class B Shares
2013	$	10.45	$	(0.002	)	$	1.232		$	1.230			—		$	—		—		$	—	$	11.68		11.77	%	$	448		1.87	%		1.99	%		(0.02	)%		41	%
2012		9.47		(0.040	)		1.020			0.980			—			—		—			—		10.45		10.35			664		1.87			2.02			(0.43	)		53
2011		8.07		(0.060	)		1.460			1.400			—			—		—			—		9.47		17.35			1,881		1.87			1.99			(0.65	)		41
2010		7.22		0.023			0.827			0.850			—			—		—			—		8.07		11.77			3,126		1.85			1.96			0.29			34
2009		8.35		0.008		(1.138)^				(1.130	)		—			—		—			—		7.22		(13.53	)		5,292		1.81			1.92			0.12			60
Class C Shares
2013	$	10.35	$	(0.002	)	$	1.222		$	1.220			—		$	—		—		$	—	$	11.57		11.79	%	$	2,787		1.87	%		1.99	%		(0.02	)%		41	%
2012		9.38		(0.041	)		1.011			0.970			—			—		—			—		10.35		10.34			2,629		1.87			2.02			(0.43	)		53
2011		8.02		(0.059	)		1.451			1.392			(0.032	)		—		(0.032	)		—		9.38		17.36			2,861		1.87			1.99			(0.65	)		41
2010		7.21		0.023			0.834			0.857			(0.047	)		—		(0.047	)		—		8.02		11.88			3,250		1.85			1.96			0.29			34
2009		8.36		0.008		(1.158)^				(1.150	)		—			—		—			—		7.21		(13.76	)		3,481		1.81			1.92			0.12			60
NYSE Arca Tech 100 Index Fund
Fiduciary Shares
2013	$	34.63	$	0.253		$	8.796		$	9.049		$	(0.099	)	$	—	$	(0.099	)	$	—	$	43.58		26.19	%	$	18,106		0.81	%		0.97	%		0.64	%		33	%
2012		32.26		0.065			2.305			2.370			—			—		—			—		34.63		7.35			7,576		0.81			1.02			0.20			30
2011		25.69		0.050			6.520			6.570			—			—		—			—		32.26		25.58			5,990		0.77			1.02			0.16			11
2010		22.06		(0.002	)		3.632			3.630			—			—		—			—		25.69		16.46			312		0.83			1.00			(0.01	)		9
2009 (1)		22.04		0.001			0.019			0.020			—			—		—			—		22.06		0.09			20	0.83*~#			0.97*~#			0.24*~#				10
Class A Shares
2013	$	34.34	$	0.143		$	8.717		$	8.860		$	(0.050	)	$	—	$	(0.050	)	$	—	$	43.15		25.83	%	$	210,475		1.08	%		1.22	%		0.37	%		33	%
2012		32.07		(0.024	)		2.294			2.270			—			—		—			—		34.34		7.05			170,516		1.08			1.27			(0.07	)		30
2011		25.62		(0.046	)		6.496			6.450			—			—		—			—		32.07		25.17			182,410		1.08			1.27			(0.15	)		11
2010		22.06		(0.063	)		3.623			3.560			—			—		—			—		25.62		16.18			162,267		1.08			1.25			(0.26	)		9
2009 (2)		18.53		(0.029	)		3.559			3.530			—			—		—			—		22.06		19.05			166,899	1.27*~#			1.42*~				(0.21	)*#		10
2008 (3)		29.13	(0.10)^^				(10.50	)		(10.60	)		—			—		—			—		18.53		(36.39	)		157,076		1.08	††		1.08			(0.37	)††		19

The accompanying notes are an integral part of the financial statements.

126 HighMark®Funds

			Investment Activities									Dividends and Distributions																						Ratio of Expenses to Average Net
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)†			Net Realized and Unrealized Gain (Loss) on Investments			Total from Operations			Net Investment Income			Capital Gains			Total from Dividends and Distributions			Redemption Fees			Net Asset Value, End of Period		Total Return**			Net Assets, End of Period(000)		Ratio of Expenses to AverageNet Assets			Assets Excluding Fee Waivers and  Reduction of Expenses			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
NYSE Arca Tech 100 Index Fund (continued)
Class B Shares
2013	$	30.92	$	(0.077	)	$	7.827		$	7.750		$	—		$	—		$	—		$	—		$	38.67		25.07	%	$	2,794		1.68	%		1.72	%		(0.23	)%		33	%
2012		29.05		(0.196	)		2.066			1.870			—			—			—			—			30.92		6.40			3,857		1.68			1.77			(0.67	)		30
2011		23.35		(0.206	)		5.906			5.700			—			—			—			—			29.05		24.46			7,102		1.68			1.77			(0.75	)		11
2010		20.22		(0.191	)		3.321			3.130			—			—			—			—			23.35	��	15.48			9,889		1.68			1.75			(0.86	)		9
2009 (2)		17.08		(0.115	)		3.255			3.140			—			—			—			—			20.22		18.38			14,422	1.99		*~#	2.11		*~		(0.92	)*#		10
2008 (3)		27.06	(0.37)^^				(9.61	)		(9.98	)		—			—			—			—			17.08		(36.88	)		17,314		1.82	††		1.82			(1.10	)††		19
Class C Shares
2013	$	31.49	$	(0.079	)	$	7.969		$	7.890		$	—		$	—		$	—		$	—		$	39.38		25.06	%	$	13,930		1.68	%		1.72	%		(0.23	)%		33	%
2012		29.58		(0.201	)		2.111			1.910			—			—			—			—			31.49		6.42			11,111		1.68			1.77			(0.67	)		30
2011		23.78		(0.212	)		6.012			5.800			—			—			—			—			29.58		24.43			11,269		1.68			1.77			(0.75	)		11
2010		20.59		(0.196	)		3.386			3.190			—			—			—			—			23.78		15.49			10,680		1.68			1.75			(0.86	)		9
2009 (2)		17.39		(0.117	)		3.317			3.200			—			—			—			—			20.59		18.40			10,620	1.99		*~#	2.11		*~		(0.92	)*#		10
2008 (3)		27.55	(0.30)^^				(9.86	)		(10.16	)		—			—			—			—			17.39		(36.88	)		12,839		1.82	††		1.82			(1.12	)††		19
Small Cap Core Fund
Fiduciary Shares
2013	$	19.20	$	0.013		$	6.144		$	6.157		$	(0.007	)	$	—		$	(0.007	)	$	—	†††	$	25.35		32.07	%	$	57,899		1.34	%		1.56	%		0.06	%		77	%
2012		19.24		0.005			(0.045	)		(0.040	)		—			—			—			—	†††		19.20		(0.21	)		46,391		1.33			1.71			0.03		106		∞
2011		14.54		(0.055	)		4.755			4.700			—			—			—			—	†††		19.24		32.33			27,137		1.31			1.76			(0.31	)		67
2010		11.85		(0.041	)		2.787			2.746			(0.056	)		—			(0.056	)		—			14.54		23.32			23,527		1.30			1.79			(0.30	)		78
2009		16.45		0.055			(4.636	)		(4.581	)		(0.019	)		—			(0.019	)		—	†††		11.85		(27.90	)		22,084		1.27			1.85			0.48			61
Class A Shares
2013	$	19.00	$	(0.047	)	$	6.067		$	6.020		$	—		$	—		$	—		$	—	†††	$	25.02		31.69	%	$	11,549		1.62	%		1.80	%		(0.22	)%		77	%
2012		19.09		(0.049	)		(0.041	)		(0.090	)		—			—			—			—	†††		19.00		(0.52	)		10,869		1.62			1.96			(0.27	)	106		∞
2011		14.47		(0.111	)		4.731			4.620			—			—			—			—	†††		19.09		32.00			536		1.62			2.01			(0.62	)		67
2010		11.80		(0.084	)		2.779			2.695			(0.025	)		—			(0.025	)		—			14.47		22.86			310		1.60			2.04			(0.61	)		78
2009		16.43		0.020			(4.634	)		(4.614	)		(0.016	)		—			(0.016	)		—	†††		11.80		(28.08	)		227		1.57			2.10			0.18			61
Class C Shares
2013	$	18.45	$	(0.171	)	$	5.861		$	5.690		$	—		$	—		$	—		$	—	†††	$	24.14		30.84	%	$	4,396		2.22	%		2.30	%		(0.82	)%		77	%
2012		18.65		(0.156	)		(0.044	)		(0.200	)		—			—			—			—	†††		18.45		(1.07	)		3,813		2.22			2.46			(0.87	)	106		∞
2011		14.22		(0.216	)		4.646			4.430			—			—			—			—	†††		18.65		31.15			217		2.22			2.51			(1.22	)		67
2010		11.65		(0.161	)		2.731			2.570			—			—			—			—			14.22		22.17			77		2.20			2.54			(1.21	)		78
2009		16.36		(0.048	)		(4.662	)		(4.710	)		—			—			—			—	†††		11.65		(28.85	)		87		2.17			2.60			(0.42	)		61
Value Fund
Fiduciary Shares
2013	$	15.71	$	0.207		$	3.815		$	4.022		$	(0.205	)		(1.367	)	$	(1.572	)	$	—		$	18.16		27.54	%	$	131,381		0.99	%		1.11	%		1.24	%		55	%
2012		16.09		0.220			0.275			0.495			(0.222	)		(0.653	)		(0.875	)		—			15.71		3.50			147,101		1.00			1.14			1.46		44		∞
2011		13.64		0.192			2.572			2.764			(0.314	)		—			(0.314	)		—			16.09		20.50			234,785		1.02			1.13			1.24			26
2010		12.17		0.265			1.368			1.633			(0.163	)		—			(0.163	)		—			13.64		13.43			228,162		1.00			1.11			1.95			12
2009		17.53		0.221			(4.399	)		(4.178	)		(0.223	)		(0.959	)		(1.182	)		—			12.17		(23.11	)		229,771		0.96			1.09			1.82			20

Amounts designated as “—” are either $0 or have been rounded to $0.      

*	Annualized.
**	Total return does not reflect any applicable sales charge. Total return is for the period indicated and has not been annualized.
~	Ratios of expenses to average net assets include interest expenses of less than 0.005% for the period ended July 31, 2009, which is not included in the contractual expenses limitation. The interest expense is from utilizing a line of credit.
†	Per share amounts calculated using average shares method, unless otherwise indicated.
††	Does not reflect vendor reimbursement of 0.03%.
†††	Amount represents less than $0.001.
#	Does not reflect vendor reimbursement of 0.08%.
^	Includes $0.017 of Fair Funds Settlement.
^^	Per share amounts calculated using SEC methods.
∞	Portfolio turnover excludes the purchases and sales of the Merging Funds. If these transactions were included, portfolio turnover would have been higher.
(1)	Commenced operations on July 23, 2009.
(2)	For the nine month period ended July 31, 2009. On June 8, 2009, HighMark Funds acquired the assets and assumed the identified liabilities of North Track Equity Income Fund,
	North Track Geneva Growth Fund, North Track NYSE Arca Tech 100 Index Fund and North Track Wisconsin Tax-Exempt Fund (the “North Track Funds”). The fiscal year end of
	the North Track Funds, the predecessor funds to HighMark Equity Income Fund, HighMark Geneva Growth Fund, HighMark NYSE Arca Tech 100 Index Fund and HighMark
	Wisconsin Tax-Exempt Fund, was October 31. The fiscal year end of the successor HighMark Funds is July 31.
(3)	For the year ended October 31.

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 127

financial highlights

For a Share Outstanding Throughout Each Period

For the Years or Periods Ended July 31, (unless otherwise indicated)

			Investment Activities								Dividends and Distributions																					Ratio of Expenses to Average
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)†		Net Realized and Unrealized Gain (Loss) on Investments			Total from Operations			Net Investment Income			Capital Gains			Total from Dividends and Distributions			Redemption Fees		Net Asset Value, End of Period		Total Return***			Net Assets, End of Period (000)		Ratio of Expenses to Average Net Assets			Net Assets Excluding Fee Waivers and Reduction of Expenses			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
Value Fund (continued)
Class A Shares
2013	$	15.67	$	0.163	$	3.799		$	3.962		$	(0.165	)	$	(1.367	)	$	(1.532	)	$	—	$	18.10		27.18	%	$	89,154		1.25	%		1.36	%		0.98	%		55	%
2012		16.05		0.182		0.271			0.453			(0.180	)		(0.653	)		(0.833	)		—		15.67		3.28			83,339		1.26			1.39			1.20		44		∞
2011		13.61		0.153		2.566			2.719			(0.279	)		—			(0.279	)		—		16.05		20.12			71,164		1.27			1.38			0.99			26
2010		12.14		0.230		1.369			1.599			(0.129	)		—			(0.129	)		—		13.61		13.18			72,132		1.25			1.36			1.70			12
2009		17.50		0.186		(4.395	)		(4.209	)		(0.192	)		(0.959	)		(1.151	)		—		12.14		(23.30	)		75,156		1.21			1.34			1.57			20
Class B Shares
2013	$	15.32	$	0.062	$	3.710		$	3.772		$	(0.075	)	$	(1.367	)	$	(1.442	)	$	—	$	17.65		26.43	%	$	901		1.85	%		1.86	%		0.38	%		55	%
2012		15.69		0.089		0.270			0.359			(0.076	)		(0.653	)		(0.729	)		—		15.32		2.70			1,164		1.86			1.89			0.60		44		∞
2011		13.32		0.059		2.506			2.565			(0.195	)		—			(0.195	)		—		15.69		19.37			2,212		1.87			1.88			0.39			26
2010		11.88		0.146		1.339			1.485			(0.045	)		—			(0.045	)		—		13.32		12.51			3,439		1.85			1.86			1.10			12
2009		17.16		0.115		(4.312	)		(4.197	)		(0.124	)		(0.959	)		(1.083	)		—		11.88		(23.74	)		5,722		1.81			1.84			0.97			20
Class C Shares
2013	$	15.25		0.061	$	3.684		$	3.745		$	(0.078	)	$	(1.367	)	$	(1.445	)	$	—	$	17.55		26.37	%	$	3,857		1.85	%		1.86	%		0.38	%		55	%
2012		15.63		0.089		0.268			0.357			(0.084	)		(0.653	)		(0.737	)		—		15.25		2.70			3,792		1.86			1.89			0.60		44		∞
2011		13.26		0.059		2.509			2.568			(0.198	)		—			(0.198	)		—		15.63		19.48			2,503		1.87			1.88			0.39			26
2010		11.84		0.145		1.322			1.467			(0.047	)		—			(0.047	)		—		13.26		12.50			2,548		1.85			1.86			1.10			12
2009		17.10		0.113		(4.289	)		(4.176	)		(0.125	)		(0.959	)		(1.084	)		—		11.84		(23.76	)		3,058		1.81			1.84			0.97			20
Class U Shares
2013	$	15.72	$	0.230	$	3.813		$	4.043		$	(0.226	)	$	(1.367	)	$	(1.593	)	$	—	$	18.17		27.69	%	$	123,772		0.85	%		0.86	%		1.38	%		55	%
2012 (1)		14.85		0.142		0.852			0.994			(0.124	)		—			(0.124	)		—		15.72		6.70			99,930		0.86	*		0.89	*		1.60	*	44		∞
Bond Fund
Fiduciary Shares
2013	$	11.62	$	0.299	$	(0.309	)	$	(0.010	)	$	(0.324	)	$	(0.146	)	$	(0.470	)	$	—	$	11.14		(0.15	)%	$	309,889		0.72	%		0.99	%		2.60	%		53	%
2012		11.46		0.377		0.408			0.785			(0.388	)		(0.237	)		(0.625	)		—		11.62		7.11			325,475		0.74			1.00			3.30			44
2011		11.38		0.420		0.182			0.602			(0.427	)		(0.095	)		(0.522	)		—		11.46		5.45			337,143		0.79			1.01			3.70			58
2010		10.77		0.467		0.618			1.085			(0.475	)		—			(0.475	)		—		11.38		10.29			330,318		0.78			1.00			4.23			32
2009		10.45		0.472		0.324			0.796			(0.476	)		—			(0.476	)		—		10.77		7.93			307,014		0.77			0.99			4.57			41
Class A Shares
2013	$	11.42	$	0.266	$	(0.305	)	$	(0.039	)	$	(0.295	)	$	(0.146	)	$	(0.441	)	$	—	$	10.94		(0.41	)%	$	26,524		0.97	%		1.24	%		2.35	%		53	%
2012		11.28		0.342		0.395			0.737			(0.360	)		(0.237	)		(0.597	)		—		11.42		6.87			44,659		0.99			1.25			3.05			44
2011		11.21		0.385		0.179			0.564			(0.399	)		(0.095	)		(0.494	)		—		11.28		5.09			29,449		1.04			1.26			3.45			58
2010		10.61		0.433		0.614			1.047			(0.447	)		—			(0.447	)		—		11.21		10.08			28,952		1.03			1.25			3.97			32
2009		10.31		0.440		0.310			0.750			(0.450	)		—			(0.450	)		—		10.61		7.58			22,726		1.02			1.24			4.32			41
Class B Shares
2013	$	11.38	$	0.189	$	(0.308	)	$	(0.119	)	$	(0.215	)	$	(0.146	)	$	(0.361	)	$	—	$	10.90		(1.11	)%	$	79		1.65	%		1.74	%		1.67	%		53	%
2012		11.23		0.265		0.401			0.666			(0.279	)		(0.237	)		(0.516	)		—		11.38		6.13			218		1.67			1.75			2.37			44
2011		11.16		0.308		0.174			0.482			(0.317	)		(0.095	)		(0.412	)		—		11.23		4.44			326		1.72			1.76			2.77			58
2010		10.56		0.357		0.615			0.972			(0.372	)		—			(0.372	)		—		11.16		9.36			1,345		1.71			1.75			3.29			32
2009		10.26		0.369		0.311			0.680			(0.380	)		—			(0.380	)		—		10.56		6.87			2,789		1.70			1.74			3.64			41
Class C Shares
2013	$	11.36	$	0.216	$	(0.303	)	$	(0.087	)	$	(0.247	)	$	(0.146	)	$	(0.393	)	$	—	$	10.88		(0.84	)%	$	15,112		1.40	%		1.49	%		1.92	%		53	%
2012		11.22		0.292		0.397			0.689			(0.312	)		(0.237	)		(0.549	)		—		11.36		6.36			15,638		1.42			1.50			2.62			44
2011		11.15		0.334		0.183			0.517			(0.352	)		(0.095	)		(0.447	)		—		11.22		4.77			7,774		1.47			1.51			3.02			58
2010		10.56		0.384		0.609			0.993			(0.403	)		—			(0.403	)		—		11.15		9.58			4,164		1.46			1.50			3.54			32
2009		10.25		0.396		0.325			0.721			(0.411	)		—			(0.411	)		—		10.56		7.29			1,309		1.45			1.49			3.89			41
California Intermediate Tax-Free Bond Fund
Fiduciary Shares
2013	$	10.60	$	0.256	$	(0.370	)	$	(0.114	)	$	(0.256	)	$	—		$	(0.256	)	$	—	$	10.23		(1.12	)%	$	115,914		0.54	%		1.00	%		2.42	%		20	%
2012		10.19		0.266		0.412			0.678			(0.268	)		—			(0.268	)		—		10.60		6.73			133,143		0.54			1.02			2.55			34
2011		10.23		0.282		(0.044	)		0.238			(0.278	)		—			(0.278	)		—		10.19		2.38			123,644		0.54			1.02			2.79			32
2010		10.03		0.327		0.216			0.543			(0.326	)		(0.017	)		(0.343	)		—		10.23		5.49			112,407		0.53			1.02			3.22			17
2009		9.83		0.344		0.216			0.560			(0.342	)		(0.018	)		(0.360	)		—		10.03		5.80			96,420		0.52			1.03			3.47			12

The accompanying notes are an integral part of the financial statements.

128 HighMark®Funds

			Investment Activities								Dividends and Distributions																					Ratio of Expenses
	Net Asset Value, Beginning of Period		Net Investment Income (Loss)†		Net Realized and Unrealized Gain (Loss) on Investments			Total from Operations			Net Investment Income			Capital Gains			Total from Dividends and Distributions			Redemption Fees		Net Asset Value, End of Period		Total Return***			Net Assets, End of Period (000)		Ratio of Expenses to Average Net Assets			to Average Net Assets Excluding Fee Waivers and Reduction of Expenses			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
California Intermediate Tax-Free Bond Fund (continued)
Class A Shares
2013	$	10.54	$	0.228	$	(0.368	)	$	(0.140	)	$	(0.230	)	$	—		$	(0.230	)	$	—	$	10.17		(1.38	)%	$	76,478		0.79	%		1.25	%		2.17	%		20	%
2012		10.14		0.238		0.405			0.643			(0.243	)		—			(0.243	)		—		10.54		6.40			92,570		0.79			1.27			2.30			34
2011		10.18		0.256		(0.044	)		0.212			(0.252	)		—			(0.252	)		—		10.14		2.13			78,038		0.79			1.27			2.54			32
2010		9.98		0.300		0.218			0.518			(0.301	)		(0.017	)		(0.318	)		—		10.18		5.26			76,111		0.78			1.27			2.97			17
2009		9.78		0.318		0.217			0.535			(0.317	)		(0.018	)		(0.335	)		—		9.98		5.57			48,833		0.77			1.28			3.22			12
Class C Shares
2013	$	10.50	$	0.180	$	(0.357	)	$	(0.177	)	$	(0.183	)	$	—		$	(0.183	)	$	—	$	10.14		(1.72	)%	$	38,244		1.24	%		1.50	%		1.72	%		20	%
2012		10.10		0.190		0.407			0.597			(0.197	)		—			(0.197	)		—		10.50		5.96			35,519		1.24			1.52			1.85			34
2011		10.15		0.209		(0.051	)		0.158			(0.208	)		—			(0.208	)		—		10.10		1.59			22,806		1.24			1.52			2.09			32
2010		9.95		0.253		0.221			0.474			(0.257	)		(0.017	)		(0.274	)		—		10.15		4.82			14,860		1.23			1.52			2.52			17
2009		9.76		0.272		0.211			0.483			(0.275	)		(0.018	)		(0.293	)		—		9.95		5.03			4,938		1.22			1.53			2.77			12
National Intermediate Tax-Free Bond Fund
Fiduciary Shares
2013	$	11.78	$	0.307	$	(0.406	)	$	(0.099	)	$	(0.310	)	$	(0.041	)	$	(0.351	)	$	—	$	11.33		(0.89	)%	$	63,171		0.52	%		1.07	%		2.62	%		27	%
2012		11.43		0.315		0.348			0.663			(0.313	)		—			(0.313	)		—		11.78		5.87			73,230		0.52			1.08			2.71			20
2011		11.48		0.319		(0.046	)		0.273			(0.321	)		(0.002	)		(0.323	)		—		11.43		2.43			79,902		0.52			1.08			2.81			22
2010		11.20		0.339		0.279			0.618			(0.338	)		—			(0.338	)		—		11.48		5.60			81,121		0.51			1.07			2.99			14
2009		10.95		0.371		0.259			0.630			(0.371	)		(0.009	)		(0.380	)		—		11.20		5.85			75,000		0.44			1.08			3.35			35
Class A Shares
2013	$	11.78	$	0.277	$	(0.415	)	$	(0.138	)	$	(0.281	)	$	(0.041	)	$	(0.322	)	$	—	$	11.32		(1.23	)%	$	17,915		0.77	%		1.32	%		2.37	%		27	%
2012		11.42		0.286		0.358			0.644			(0.284	)		—			(0.284	)		—		11.78		5.70			18,950		0.77			1.33			2.46			20
2011		11.48		0.291		(0.057	)		0.234			(0.292	)		(0.002	)		(0.294	)		—		11.42		2.08			23,674		0.77			1.33			2.56			22
2010		11.20		0.311		0.278			0.589			(0.309	)		—			(0.309	)		—		11.48		5.33			22,335		0.76			1.32			2.74			14
2009		10.95		0.343		0.260			0.603			(0.344	)		(0.009	)		(0.353	)		—		11.20		5.60			19,285		0.69			1.33			3.10			35
Class C Shares
2013	$	11.79	$	0.225	$	(0.416	)	$	(0.191	)	$	(0.228	)	$	(0.041	)	$	(0.269	)	$	—	$	11.33		(1.68	)%	$	7,230		1.22	%		1.57	%		1.92	%		27	%
2012		11.43		0.233		0.359			0.592			(0.232	)		—			(0.232	)		—		11.79		5.22			7,978		1.22			1.58			2.01			20
2011		11.49		0.239		(0.056	)		0.183			(0.241	)		(0.002	)		(0.243	)		—		11.43		1.71			4,161		1.22			1.58			2.11			22
2010 (2)		11.40		0.170		0.203			0.373			(0.283	)		—			(0.283	)		—		11.49		2.25			2,363		1.21	*		1.57	*		2.29	*		14
2008 (3)		11.05		0.058		0.070			0.128			(0.058	)		—			(0.058	)		—		11.12		1.16			—		0.97	*		1.43	*		3.01	*		19	**
2007		11.12		0.360		(0.045	)		0.315			(0.346	)		(0.039	)		(0.385	)		—		11.05		2.86			6		0.97			1.55			3.22			4
2006		11.44		0.368		(0.230	)		0.138			(0.368	)		(0.090	)		(0.458	)		—		11.12		1.24			25		1.00			1.51			3.27			7
Short Term Bond Fund
Fiduciary Shares
2013	$	10.13	$	0.117	$	(0.069	)	$	0.048		$	(0.158	)	$	—		$	(0.158	)	$	—	$	10.02		0.48	%	$	93,528		0.59	%		0.94	%		1.16	%		62	%
2012		10.10		0.199		0.055			0.254			(0.224	)		—			(0.224	)		—		10.13		2.55			102,449		0.61			0.97			1.98			45
2011		10.12		0.219		0.006			0.225			(0.245	)		—			(0.245	)		—		10.10		2.35			87,476		0.67			0.98			2.17			48
2010		10.00		0.269		0.140			0.409			(0.289	)		—			(0.289	)		—		10.12		4.04			71,122		0.66			0.99			2.67			27
2009		9.89		0.392		0.111			0.503			(0.393	)		—			(0.393	)		—		10.00		5.24			51,471		0.66			1.07			3.99			54
Class A Shares
2013	$	10.11	$	0.090	$	(0.068	)	$	0.022		$	(0.132	)	$	—		$	(0.132	)	$	—	$	10.00		0.22	%	$	44,364		0.85	%		1.19	%		0.89	%		62	%
2012		10.09		0.172		0.044			0.216			(0.196	)		—			(0.196	)		—		10.11		2.18			31,888		0.88			1.22			1.71			45
2011		10.10		0.191		0.016			0.207			(0.217	)		—			(0.217	)		—		10.09		2.07			24,353		0.95			1.23			1.89			48
2010		9.98		0.240		0.141			0.381			(0.261	)		—			(0.261	)		—		10.10		3.86			22,581		0.94			1.24			2.39			27
2009		9.88		0.364		0.104			0.468			(0.368	)		—			(0.368	)		—		9.98		4.88			9,403		0.93			1.32			3.72			54

Amounts designated as “—” are either $0 or have been rounded to $0. For Net Assets at End of Period, “—” is an amount less than $1,000.

* Annualized.

**  Portfolio turnover rate based on one year data.

***  Total return does not reflect any applicable sales charge. Total return is for the period indicated and has been annualized.

†  Per share amounts calculated using average shares method, unless otherwise indicated.

∞ Portfolio turnover excludes the purchases and sales of the Merging Funds. If these transactions were included, portfolio turnover would have been higher.

(1)  Commenced operations on January 4, 2012.

(2)  Class C Shares resumed operations on December 4, 2009, with a beginning Net Asset Value per share of $11.40.

(3)  The information presented is for the period from August 1, 2007 through September 27, 2007. Class C Shares closed on September 27, 2007. The ending net asset value reflects the price which final redemptions were paid.

The accompanying notes are an integral part of the financial statements.

HighMark® Funds 129

financial highlights

For a Share Outstanding Throughout Each Period

For the Years or Periods Ended July 31, (unless otherwise indicated)

			Investment Activities								Dividends and Distributions																					Ratio of Expenses to Average
	Net Asset Value, Beginning of Period		Net Investment Income†		Net Realized and Unrealized Gain (Loss) on Investments			Total from Operations			Net Investment Income			Capital Gains			Total from Dividends and Distributions			Redemption Fees		Net Asset Value, End of Period		Total Return**			Net Assets, End of Period (000)		Ratio of Expenses to Average Net Assets			Net Assets Excluding Fee Waivers and Reduction of Expenses			Ratio of Net Investment Income to Average Net Assets			Portfolio Turnover Rate
Short Term Bond Fund (continued)
Class C Shares
2013	$	10.24	$	0.045	$	(0.069	)	$	(0.024	)	$	(0.086	)	$	—		$	(0.086	)	$	—	$	10.13		(0.24	)%	$	26,690		1.30	%		1.44	%		0.44	%		62	%
2012		10.21		0.128		0.052			0.180			(0.150	)		—			(0.150	)		—		10.24		1.79			24,569		1.33			1.47			1.26			45
2011		10.22		0.147		0.014			0.161			(0.171	)		—			(0.171	)		—		10.21		1.59			20,876		1.40			1.48			1.44			48
2010		10.10		0.197		0.140			0.337			(0.217	)		—			(0.217	)		—		10.22		3.37			17,565		1.39			1.49			1.94			27
2009		9.99		0.323		0.112			0.435			(0.325	)		—			(0.325	)		—		10.10		4.47			3,109		1.38			1.57			3.27			54
Wisconsin Tax-Exempt Fund
Fiduciary Shares
2013	$	10.88	$	0.327	$	(0.579	)	$	(0.252	)	$	(0.328	)	$	—		$	(0.328	)	$	—	$	10.30		(2.40	)%	$	931		0.65	%		1.04	%		3.04	%		14	%
2012		10.37		0.360		0.515			0.875			(0.365	)		—			(0.365	)		—		10.88		8.57			705		0.65			1.06			3.42			13
2011 (1)		10.52		0.384		(0.127	)		0.257			(0.395	)		(0.012	)		(0.407	)		—		10.37		2.45			282		0.65	*		1.06	*		3.78	*		10	��
Class A Shares
2013	$	10.88	$	0.300	$	(0.579	)	$	(0.279	)	$	(0.301	)	$	—		$	(0.301	)	$	—	$	10.30		(2.65	)%	$	132,960		0.90	%		1.29	%		2.79	%		14	%
2012		10.37		0.338		0.511			0.849			(0.339	)		—			(0.339	)		—		10.88		8.30			146,649		0.90			1.31			3.17			13
2011		10.52		0.365		(0.134	)		0.231			(0.369	)		(0.012	)		(0.381	)		—		10.37		2.28			130,165		0.90			1.31			3.53			10
2010		10.10		0.359		0.422			0.781			(0.361	)		—			(0.361	)		—		10.52		7.95			146,665		0.90			1.29			3.45			13
2009 (2)		9.61		0.267		0.481			0.748			(0.258	)		—			(0.258	)		—		10.10		7.76			140,399		1.03	*		1.28	*		3.61	*		9
2008 (3)		10.35	0.37^			(0.74	)		(0.37	)		(0.37	)		—			(0.37	)		—		9.61		(3.72	)		143,533		0.95			1.06			3.59			9
Class B Shares
2013	$	10.88	$	0.225	$	(0.590	)	$	(0.365	)	$	(0.225	)	$	—		$	(0.225	)	$	—	$	10.29		(3.42	)%	$	509		1.60	%		1.79	%		2.09	%		14	%
2012		10.36		0.264		0.517			0.781			(0.261	)		—			(0.261	)		—		10.88		7.62			1,060		1.60			1.81			2.47			13
2011		10.51		0.293		(0.135	)		0.158			(0.296	)		(0.012	)		(0.308	)		—		10.36		1.66			2,100		1.60			1.81			2.83			10
2010		10.09		0.285		0.423			0.708			(0.288	)		—			(0.288	)		—		10.51		7.10			2,898		1.60			1.79			2.75			13
2009 (2)		9.60		0.212		0.482			0.694			(0.204	)		—			(0.204	)		—		10.09		7.18			3,142		1.77	*		1.98	*		2.87	*		9
2008 (3)		10.34	0.29^			(0.74	)		(0.45	)		(0.29	)		—			(0.29	)		—		9.60		(4.43	)		3,319		1.70			1.81			2.84			9
Class C Shares
2013	$	10.87	$	0.251	$	(0.589	)	$	(0.338	)	$	(0.252	)	$	—		$	(0.252	)	$	—	$	10.28		(3.18	)%	$	17,605		1.35	%		1.54	%		2.34	%		14	%
2012		10.36		0.288		0.513			0.801			(0.291	)		—			(0.291	)		—		10.87		7.82			17,595		1.35			1.56			2.71			13
2011		10.51		0.318		(0.133	)		0.185			(0.323	)		(0.012	)		(0.335	)		—		10.36		1.93			10,831		1.35			1.56			3.08			10
2010		10.09		0.311		0.424			0.735			(0.315	)		—			(0.315	)		—		10.51		7.37			10,157		1.35			1.54			3.00			13
2009 (2)		9.60		0.216		0.481			0.697			(0.207	)		—			(0.207	)		—		10.09		7.22			6,406		1.72	*		1.93	*		2.92	*		9
2008 (3)		10.34	0.29^			(0.74	)		(0.45	)		(0.29	)		—			(0.29	)		—		9.60		(4.33	)		6,009		1.70			1.81			2.84			9

Amounts designated as “—” are either $0 or have been rounded to $0.

* Annualized.

** Total return does not reflect any applicable sales charge. Total return is for the period indicated and has not been annualized.

† Per share amounts calculated using average shares method, unless otherwise indicated.

^ Per share amounts calculated using SEC method.

(1) Commenced operations on August 3, 2010.

(2) For the nine month period ended July 31, 2009. On June 8, 2009, HighMark Funds acquired the assets and assumed the identified liabilities of North Track Equity Income Fund, North Track Geneva Growth Fund, North Track NYSE Arca Tech 100 Index Fund and North Track Wisconsin Tax-Exempt Fund (the “North Track Funds”). The fiscal year end of the North Track Funds, the predecessor funds to HighMark Equity Income Fund, HighMark Geneva Growth Fund, HighMark NYSE Arca Tech 100 Index Fund and HighMark Wisconsin Tax-Exempt Fund, was October 31. The fiscal year end of the successor HighMark Funds is July 31.

(3) For the year ended October 31.

The accompanying notes are an integral part of the financial statements.

130 HighMark®Funds

notes to financial statements

July 31, 2013

1. organization
HighMark® Funds (“HighMark” or the “Trust”) was organized as a Massachusetts business trust under a Declaration of Trust dated March 10, 1987.
HighMark is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end investment company with nineteen separate funds as of the date of these financial statements. All the series of HighMark Funds included in the Trust, except for Wisconsin Tax-Exempt Fund, are diversi-fied investment companies. The following funds of the Trust are included in these financial statements: Balanced Fund, Cognitive Value Fund, Enhanced Growth Fund, Equity Income Fund, Geneva Mid Cap Growth Fund, Geneva Small Cap Growth Fund, International Opportunities Fund, Large Cap Core Equity Fund, Large Cap Growth Fund, NYSE Arca Tech 100 Index Fund, Small Cap Core Fund, Value Fund (collectively, the “Equity Funds”), Bond Fund, California Intermediate Tax-Free Bond Fund, National Intermediate Tax-Free Bond Fund, Short Term Bond Fund and Wisconsin Tax-Exempt Fund (collectively, the “Fixed-Income Funds”). The Equity Funds and the Fixed-Income Funds are collectively the “Funds” and each is a “Fund.” Pursuant to HighMark’s multiple class plan, the Funds offered, as of the date of these financial statements, up to six classes of shares, Class A Shares, Class B Shares and Class C Shares (collectively, the “Retail Shares”), Fiduciary Shares, Class U Shares and Class M Shares. The Funds’ prospectuses provide a description of each Fund’s investment objectives, policies and strategies.
Class B Shares of the Funds are closed to purchases by new and existing investors. Existing investors, however, may still exchange shares and reinvest distributions in Class B Shares of the Funds.
Effective March 26, 2012, Class B Shares of Large Cap Core Equity Fund and California Intermediate Tax-Free Bond Fund were terminated, and any outstanding Class B Shares of such Funds were converted into Class A Shares of such Funds as of such date.
2. significant accounting policies
The following is a summary of significant accounting policies followed by the Funds.
Use of Estimates in the Preparation of Financial Statements —
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and assumptions. Security Valuation — Securities listed on a securities exchange,market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ) are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded, or, if there is no such reported sale, at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price is used. Where available, debt securities are priced based upon valuations provided by independent, third-party pricing agents. These third-party pricing agents may employ methodologies that utilize actual market transactions, broker-dealer supplied valuations, or other electronic data processing techniques. Such techniques generally consider such factors as security prices, yields, maturities, call features, ratings and developments relating to specific securities in arriving at valuations. Debt obligations with remaining maturities of sixty days or less may be valued at their amortized cost, which approximates market value. Prices for most securities held in the Funds are obtained daily from recognized independent pricing agents. If a security price cannot be obtained from an independent, third-party pricing agent, the Funds seek to obtain a bid price from at least one independent broker.
Options for which the primary market is a national securities exchange are valued at the last sale price on the exchange on which they are traded, or, in the absence of any sale, at the closing bid price for long option positions and the closing ask price for short option positions. Options not traded on a national securities exchange are valued at the last quoted bid price for long option positions and the closing ask price for short option positions.
Investments in registered investment companies are priced at the fund’s daily net asset value in accordance with the above, board-approved, pricing procedures.
Securities for which market prices are not readily available are valued in accordance with the Funds’ Fair Value Procedures established by HighMark’s Board of Trustees (the “Board”). The Funds’ Fair Value Procedures are implemented through a Fair Value Committee (the “Committee”) designated by the Board. Some of the more common reasons that may necessitate that a security be valued using Fair Value Procedures include: the security’s trading has been halted or suspended; the security has been de-listed from a national exchange; the security’s primary trading market is temporarily closed at a time when under normal conditions it would be open; the security has not been traded for a significant amount of time; or the security’s primary pricing source is not able or willing to pro-vide a price. When a security is valued in accordance with the Fair Value Procedures, the Committee will determine the value after taking into consideration relevant information reason-ably available to the Committee.

HighMark® Funds 131

notes to financial statements (continued)

July 31, 2013

For securities held by the Funds that principally trade on a foreign market or exchange, a significant gap in time can exist between the time of a particular security’s last trade and the time at which the Fund calculates its net asset value. The clos-ing prices of securities may no longer reflect their market value at the time the Fund calculates its net asset value if an event that could materially affect the value of those securities (a “Significant Event”) has occurred between the time of the security’s last close and the time that the Fund calculates its net asset value. A Significant Event may relate to a single issuer or to an entire market sector. If HighMark Capital Management, Inc. (the “Adviser” or the “Administrator”), a wholly owned subsidiary of Union Bank, N.A. (the “Bank”) (a wholly owned subsidiary of UnionBanCal Corporation), or the sub-adviser of a Fund becomes aware of a Significant Event that has occurred with respect to a security or group of secu-rities after the closing of the exchange or market on which the security or securities principally trade, but before the time at which the Fund calculates its net asset value, it shall request that a Committee meeting be called. The International Opportunities Fund also uses a third-party fair valuation vendor. The vendor provides a fair value for for-eign securities held by the Fund based on certain factors and methodologies (involving, generally, tracking valuation correlations between the U.S. market and each non-U.S. security). Values from the fair value vendor are applied in the event that there is a movement in the U.S. market that exceeds a specific threshold that has been established by the Committee. The Committee has also established a “confidence interval”, which is used to determine the level of historical correlation between the value of a specific foreign security and movements in the U.S. market. In the event that the threshold established by the Committee is exceeded on a spe-cific day, the Fund will value the non-U.S. securities in its portfolio that exceed the applicable “confidence interval” based upon the adjusted prices provided by the fair valuation vendor. Fair Value Measurements — The inputs and valuations tech-niques used to measure fair value of the Funds’ net assets are summarized into three levels as described in the hierarchy below:			The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. At the end of each calendar quarter, management evaluates the classification of Levels 1, 2 and 3 assets and liabilities. Various factors are considered, such as changes in liquidity from the prior reporting period; whether or not a broker is willing to execute at the quoted price; the depth and con-sistency of prices from third party pricing services; and the existence of contemporaneous, observable trades in the mar-ket. Additionally, management evaluates the classification of Level 1 and Level 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges. Trans-fers in and out of Level 1, 2 and 3 are based on values at the end of period. For the year ended July 31, 2013, there were no Level 3 transfers. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Funds’ investments may fluctuate from period to period. Additionally, the fair value of invest-ments may differ significantly from the values that would have been used had a ready market existed for such invest-ments and may differ materially from the values the Funds may ultimately realize. Further, such investments may be sub-ject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities. Certain foreign equity securities that are fair value adjusted through an independent pricing service, which considers stat-istically relevant trading patterns, may periodically move from input valuation Level 2 to input valuation Level 1 when not meeting the fair value adjustment trigger requirements or not meet the confidence interval set for the fund. The Interna-tional Opportunities Fund and the Value Fund held securities valued at $79,184,141 and $2,680,585, respectively, as of July 31, 2012 that were transferred from Level 2 to Level 1 of the valuation hierarchy during the fiscal year ended July 31, 2013. The common stocks transferred from Level 2 to Level 1 did so as a result of foreign equities that were fair value adjusted as of July 31, 2012 that are now valued based on quoted prices as of July 31, 2013. The value of securities held by the Interna-tional Opportunities Fund and the Value Fund that was trans-ferred to Level 1 as of July 31, 2013 is $115,007,922 and $2,308,458, respectively. During the fiscal year ending July 31, 2013, the Funds had no transfers to Level 2. A summary of the levels for each of the Fund’s investments as of July 31, 2013 is included with each Fund’s schedule of investments. Foreign Currency Translation — The books and records of theFunds are maintained in U.S. dollars on the following basis:
●	Level 1 -	unadjusted quoted prices in active markets for identical assets or liabilities
●	Level 2 -	other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)
●	Level 3 -	significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)
			(I)	market value of investment securities, assets and liabilities are translated to U.S. dollars at the current rate of exchange; and

132 HighMark®Funds

(II)	purchases and sales of investment securities, income and expenses are translated to U.S. dollars at the relevant rates of exchange prevailing on the respective dates of such transactions.	Repurchase Agreements — Securities pledged as collateral forrepurchase agreements are held by the custodian bank until the respective agreements mature. Provisions of repurchase agreements and procedures adopted by the Adviser are designed to ensure that the market value of the collateral is sufficient in the event of default by the counterparty. If the counterparty defaults and the value of the collateral declines or if the counterparty enters an insolvency proceeding, realization of the collateral by a Fund may be delayed or lim-ited. Repurchase agreements held by the Funds are generally backed by U.S. Treasury and U.S. Government agency obliga-tions except when the Funds enter into repurchase agreements in connection with the reinvestment of security lending collateral, in which case, corporate obligations may also be used as collateral for repurchase agreement investments. Options Transactions — In the normal course of pursuing theirinvestment objectives, certain Funds are subject to price vola-tility risk. In order to produce incremental earnings and pro-tect gains or minimize losses, certain Funds, as described in their prospectuses, may participate in options transactions including writing covered call options. A risk in writing a cov-ered call option is that a Fund gives up the opportunity of profit if the market price of the underlying security increases. Also, certain Funds may purchase call or put options with respect to securities that are permitted investments, as described in the Funds’ prospectuses. The risk in purchasing options is limited to the premium paid. Counterparty risk is the risk to the option buyer that the writer will not buy or sell the underlying securities as agreed. A Fund realizes a gain or loss upon the expiration of a written call or purchased call or put option, respectively. When a writ-ten call option is closed prior to expiration by being exercised, the proceeds on the sale are increased by the amount of original premium received. When a purchased call or put option is closed prior to expiration by being exercised, the cost of investments purchased or sold, respectively, is increased by the amount of original premium paid. A Fund records unrealized depreciation when the underlying security’s market price rises (in case of a written call) and unrealized appreciation/depreciation when the underlying security’s market price changes (in case of a purchased call or put) to the extent sufficient to cover the option premium and transaction costs. There were no written options during the year ended July 31, 2013.
The Funds do not isolate the portion of gains and losses on investments in securities that is due to changes in the foreign exchange rates from that which is due to changes in market prices of securities. The Funds report certain foreign currency related transactions as components of realized gains for financial reporting purposes, whereas such components are treated as ordinary income for federal income tax purposes. Forward Foreign Currency Contracts — The InternationalOpportunities Fund may enter into spot and forward foreign currency contracts as hedges against either specific trans-actions, Fund positions or anticipated Fund positions. All commitments are “marked-to-market” daily using the appli-cable spot or forward foreign exchange rate, and any resulting unrealized gains or losses are recorded. The International Opportunities Fund realizes gains and losses at the time the spot or forward contracts are extinguished. Unrealized gains or losses on outstanding positions in spot and forward foreign currency contracts held at the close of the period are recog-nized as ordinary income or loss for federal income tax pur-poses. The International Opportunities Fund could be exposed to risk if the counterparties to the contracts are unable to meet the terms of the contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. Also, the risk exists that losses could exceed amounts disclosed on the statement of assets and liabilities. The only Fund to have engaged in foreign currency contracts was the International Opportunities Fund. During the year ended July 31, 2013, the average number of foreign currency contracts outstanding held by the International Opportunities Fund, based on a quarterly average was 2. The unrealized appreciation and depreciation on foreign currency contracts at July 31, 2013, and the net realized gain (loss) and change in unrealized appreciation (depreciation) on foreign currency contracts for the year ended July 31, 2013, are presented in separate lines on the statement of assets and liabilities and statement of operations, respectively. Security Transactions and Investment Income — Securitytransactions are accounted for on the date the security is purchased or sold (trade date). Costs used in determining real-ized gains and losses on the sale of investment securities are those of the specific securities sold, adjusted for the accretion and amortization of purchase discounts and premiums, if any, during the respective holding periods. Interest income is recorded on the accrual basis; dividend income is recorded on the ex-dividend date, or in the case of certain foreign invest-ments, as soon as the Fund is made aware of it.

HighMark® Funds 133

notes to financial statements (continued)

July 31, 2013

Futures Contracts — The International Opportunities Fund, theLarge Cap Core Equity Fund and the Small Cap Core Fund uti-lized futures contracts during the year ended July 31, 2013. The Funds’ investments in futures contracts are designed to enable the Funds to more closely approximate the performance of their benchmark indices or are designed for tactical hedging pur-poses. Initial margin deposits of cash or securities are made upon entering into futures contracts. The contracts are marked to market daily at the settlement price established each day by the board of exchange on which they are traded, and the resulting changes in value are accounted for as unrealized gains and losses. Variation margin payments are paid or received, depending upon whether unrealized losses or gains are incurred. When the contract is closed, the Funds record a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the amount invested in the contract. Risks of entering into futures contracts include the possibility that there will be a decrease in the price of the underlying securities or index. Second, it is possible that a lack of liquidity for futures contracts could exist in the secondary market, resulting in an inability to close a position prior to its maturity date. Third, the futures contract involves the risk that the Fund could lose more than the original margin deposit required to initiate a futures transaction. Additionally, the risk exists that losses could exceed amounts disclosed on the statement of assets and liabilities. As of July 31, 2013, the International Opportunities Fund, the Large Cap Core Equity Fund and the Small Cap Core Fund were the only Funds to have open futures contracts. During the year ended July 31, 2013, the average number of futures contracts outstanding, based on a quarterly average, was 62, 33 and 23 for the International Opportunities Fund, the Large Cap Core Equity Fund and the Small Cap Core Fund, respectively. The net unrealized appreciation/depreciation and the variation margin receivable or payable on futures contracts as of July 31, 2013 are presented within the schedules of investments and the statements of assets and liabilities, respectively. The net real-ized gain and change in unrealized appreciation (depreciation) on futures contracts for the year ended July 31, 2013 are pre-sented in separate lines within the statements of operations. Derivatives —The following is a table summarizing the fairvalue of derivatives held at July 31, 2013 by primary risk exposure:							Securities Purchased on a When-Issued Basis — Delivery andpayment for securities that have been purchased by a Fund on a when-issued or forward commitment basis can take place up to a month or more after the trade date. During the period, such securities are subject to market fluctuations. The Funds may maintain, in a segregated account with their custodian, assets with a market value equal to or greater than the amount of its purchase commitments. These securities are recorded as an asset and are subject to changes in value based upon changes in the general level of interest rates or other market environment factors. Therefore, the purchase of securities on a “when-issued” basis may increase the risk of fluctuations in a Fund’s net asset value. Discounts and Premiums — Discounts and premiums areaccreted or amortized over the life of each security and are recorded as interest income for each of the Funds using a method that approximates the effective interest method. Classes — Class specific expenses are borne by that class.Income, non-class specific expenses and realized/unrealized gains and losses are allocated to the respective classes on the basis of the relative daily net assets. Dividends and Distributions to Shareholders — Each of theEquity Funds may declare and pay dividends from net invest-ment income periodically and each of the Fixed-Income Funds may declare and pay dividends from net investment income monthly. None of the Funds has a targeted dividend rate, and none of the Funds guarantees that it will pay any dividends or other distributions. Any net realized capital gains, if any, will be distributed at least annually by all Funds. Deferred Compensation Plan — Under the deferred compensa-tion plan approved by the Board, members of the Board (the “Trustees”) who are not officers or employees of the Bank or any subsidiary of the Bank are permitted to defer a portion of their annual compensation. Deferred amounts earned an approximate return as though equivalent dollar amounts had been invested in shares of Funds selected by the Trustees, which has the same economic effect for the Trustees as if the Trustees had invested the deferred amounts in such Funds. The deferred compensation plan is not funded and obligations thereunder represent general unsecured claims against the general assets of HighMark. The deferred compensation obliga-tion is allocated to the Funds based on average net assets. The deferred compensation plan was terminated on April 17, 2013. The proceeds of $299,261 is included in deferred com-pensation payables within the statements of assets and liabilities. Redemption and Exchange Fees — The redemption fee and theexchange fee are designed to discourage short-term trading.
	Asset Derivative Investments Value
				Forward
				Foreign
	Equity			Currency
	Contracts			Contracts
International Opportunities Fund	$	84,595		$	7,349
Small Cap Core Fund		15,830			—
	Liabilities Derivative Investments Value
	Equity Contracts			Forward Foreign Currency Contracts
International Opportunities Fund	$	—		$	(290,397	)
Large Cap Core Equity Fund		(5,634	)		—

134 HighMark®Funds

	The Adviser contractually agreed to reduce its fees (excluding portfolio brokerage and transaction costs, taxes
Proceeds of the fees are recorded as an increase to paid-in capital of the applicable Fund.	relating to transacting in foreign securities, if any, extraordinary expenses and any expenses indirectly incurred by a Fund through investments in pooled investment vehicles (collectively, the “Excluded Costs”)) through November 30, 2013 and to the extent necessary to reimburse the Funds in order to limit the Funds from exceeding certain expense limitations as follows:
		Fiduciary Shares			Class A Shares			Class B Shares			Class C Shares			Class U Shares			Class M Shares
	Balanced		0.99	%		1.24	%		1.84	%		1.84	%		n/a			n/a
	Cognitive Value		1.22			1.47			n/a			2.07			n/a			1.07	%
	Enhanced Growth		1.20			1.45			n/a			2.05			n/a			1.05
	Equity Income		0.90			1.15			1.75			1.75			n/a			n/a
	Geneva Mid Cap Growth		1.13			1.38			1.98			1.98			n/a			n/a
	Geneva Small Cap Growth		1.37			1.62			n/a			2.22			n/a			n/a
	International Opportunities		1.27			1.42			n/a			2.12			n/a			1.12
For the year ended July 31, 2013, the Cognitive Value Fund, the Geneva Small Cap Growth Fund, the International Opportunities Fund and the Small Cap Core Fund received redemption fees of $801, $1,503, $124 and $192, respectively. A Fund’s redemption fees are allocated to all classes in that Fund based on relative net assets.	Large Cap Core Equity		0.97			1.22			n/a			1.82			n/a			n/a
	Large Cap Growth		1.02			1.27			1.87			1.87			n/a			n/a
	NYSE Arca Tech 100 Index		0.83			1.08			1.68			1.68			n/a			n/a
	Small Cap Core		1.37			1.62			n/a			2.22			n/a			n/a
	Value		1.00			1.25			1.85			1.85			0.87	%		n/a
3. agreements and transactions with affiliates	Bond		0.72			0.97			1.65			1.40			n/a			n/a
	California Intermediate
As of the date of these financial statements, HighMark and the Adviser are parties to an Investment Advisory agreement. For its services, the Adviser is entitled to receive a fee with respect to each Fund, which is calculated daily and paid monthly, based on the daily net assets of each Fund, at an annual rate of:	Tax-Free Bond		0.54			0.79			n/a			1.24			n/a			n/a
	National Intermediate
	Tax-Free Bond		0.52			0.77			n/a			1.22			n/a			n/a
	Short Term Bond		0.60			0.85			n/a			1.30			n/a			n/a
	Wisconsin Tax-Exempt		0.65			0.90			1.60			1.35			n/a			n/a
	n/a — not applicable
	Effective December 1, 2009, the Adviser may recoup from the Fund any of the fees and expenses it has waived and/or reimbursed until the end of the third fiscal year after the end of the fiscal year in which such waiver and/or reimbursement occurs, subject to certain limitations. The Funds will make such payment only if the annual operating expenses of each Fund share class (exclusive of the Excluded Costs), at the time of such payment, are below the contractual fee limit in effect at the time the waiver/expense reimbursement occurs. This recoupment could reduce a Fund’s future total return. For the year ended July 31, 2013, the Geneva Mid Cap Growth Fund reimbursed $328,913 to the Adviser for fees or expenses waived in prior years.

HighMark® Funds 135

notes to financial statements (continued)

July 31, 2013

The total amount of fees waived and/or assumed by the Adviser and eligible for recoupment as of July 31, 2013, provided that the total recoupment does not exceed the Funds’ respective limi-tation, is as follows:							Effective October 8, 2010, the Adviser and Ziegler Lotsoff Capi-tal Management, LLC (“Ziegler”) entered into a new investment sub-advisory agreement relating to the Equity Income Fund.Ziegler is entitled to be paid monthly a fee equal, with respect to any particular month, to 50% of the total of (i) the adjusted gross advisory fee payable to the Adviser by the Fund with respect to such month, minus (ii) any adviser pay or supple-mental payments paid to financial intermediaries or other third parties for the offering or sale of shares in such Fund or the ongoing maintenance of relationships with shareholders of such Fund (including the performance of services with respect to such shareholders) by an adviser or a distributor of High-Mark or any of its affiliates (whether as revenue sharing, or for shareholder services, recordkeeping services or other services) with respect to such month. Zieglers fee is paid from the Advisers fee. Previously, Ziegler had an interim investment sub-advisory agreement, with the same compensation struc-ture disclosed above, with the Adviser from May 21, 2010 to October 7, 2010 relating to the Equity Income Fund. Effective October 18, 2010, the Adviser and Ziegler entered into a new investment sub-advisory agreement relating to the NYSE Arca Tech 100 Index Fund. Ziegler shall be paid monthly a fee equal, with respect to any particular month, to 50% of the total of (i) the adjusted gross advisory fee payable to Adviser by the Fund with respect to such month, minus (ii) any adviser pay or supplemental payments paid to financial inter-mediaries or other third parties for the offering or sale of shares in such Fund or the ongoing maintenance of relation-ships with shareholders of such Fund (including the perform-ance of services with respect to such shareholders) by an adviser or a distributor of HighMark or any of its affiliates (whether as revenue sharing, or for shareholder services, recordkeeping services or other services) with respect to such month, minus (iii) all amounts paid by the Fund and/or Adviser with respect to such month pursuant to any license agreement relating to the Fund’s use of the NYSE Arca Tech 100 Index and/or any trademarks Archipelago Holdings, Inc. (“Licensing Agreement”) or any successor thereto owns or to which it has rights. Ziegler’s fee is paid from the Adviser’s fee. Previously, Ziegler had an interim investment sub-advisory agreement, with the same compensation structure disclosed above, with the Adviser from May 21, 2010 to October 17, 2010 relating to the NYSE Arca Tech 100 Index Fund.
	Expiring		Expiring		Expiring
	2014		2015		2016
Balanced	$	115,433	$	129,687	$	126,726
Cognitive Value		9,308		26,676		4,591
Enhanced Growth		28,031		37,836		24,157
Equity Income		126,695		135,128		128,404
Geneva Mid Cap Growth		3,952		200,637		—
Geneva Small Cap Growth		89,482		105,288		110,958
Large Cap Core Equity		79,695		126,910		91,553
Large Cap Growth		104,813		111,298		90,320
NYSE Arca Tech 100 Index		185,874		173,232		93,042
Small Cap Core		78,535		129,221		62,170
Value		27,483		76,910		32,690
Bond		133,816		311,037		354,152
California Intermediate Tax-Free
Bond		628,741		682,900		684,479
National Intermediate Tax-Free
Bond		391,114		378,140		348,334
Short Term Bond		105,854		194,093		243,591
Wisconsin Tax-Exempt		322,056		317,011		310,614

A Fund’s total actual annual operating expense ratio may be less than the amount shown for such Fund above due to addi-tional waivers/reimbursements described below.   Effective June 1, 2011, the Adviser and Bailard, Inc. (“Bailard”) are parties to an investment sub-advisory agreement relating to the Cognitive Value Fund, the Enhanced Growth Fund and the International Opportunities Fund. Bailard is entitled to receive a fee at the annual rate of 0.375% of the daily net assets on the first $500 million and 0.35% on the daily net assets over $500 million of the Cognitive Value Fund. Bailard is entitled to receive a fee at the annual rate of 0.375% of the daily net assets on the first $500 million, 0.35% on the daily net assets on the next $500 million and 0.325% on the daily net assets over $1 billion of the Enhanced Growth Fund. Effec-tive December 1, 2011, Bailard is entitled to receive a fee at the annual rate of 0.375% of the daily net assets on the first $1 billion and 0.350% of the daily net assets over $1 billion of the International Opportunities Fund. Prior to December 1, 2011, Bailard was entitled to receive a fee at the annual rate of 0.475% of the daily net assets on the first $250 million, 0.45% on the daily net assets on the next $250 million, 0.425% on the daily net assets on the next $500 million and 0.4% on the daily net assets over $1 billion of the Interna-tional Opportunities Fund. Bailard’s fee is paid from the Adviser’s fee. Previously, Bailard had an investment sub-advisory agreement, with the same pre-December 1, 2011 compensation structure disclosed above, with the Adviser from April 3, 2006 to May 31, 2011.     Effective October 8, 2010, the Adviser and Ziegler entered into a new investment sub-advisory agreement relating to the Wisconsin Tax-Exempt Fund. Ziegler shall be paid monthly a fee equal, with respect to any particular month, to 50% of the total of (i) the adjusted gross advisory fee payable to Adviser by the Fund with respect to such month, minus (ii) the lesser of (1) the contractually committed expense reimbursement rate, if any, in effect on the date the Fund commences operations and (2) the contractually committed expense reimbursement rate, if any, then in effect, minus (iii) any adviser pay or supplemental payments paid to financial intermediaries or other third parties for the offering or sale of shares in such Fund or the ongoing maintenance of relationships with shareholders of such Fund (including the performance of services with respect to such shareholders) by an adviser or a distributor of HighMark or any of its affiliates (whether as revenue sharing, or for shareholder

136 HighMark®Funds

services, recordkeeping services or other services) with respect to such month. Ziegler’s fee is paid from the Adviser’s fee. Pre-viously, Ziegler had an interim investment sub-advisory agree-ment, with the same compensation structure disclosed above, with the Adviser from May 21, 2010 to October 7, 2010 relating to the Wisconsin Tax-Exempt Fund.   The Adviser and Geneva Capital Management Ltd. (“Geneva”) entered into two investment sub-advisory agreements relating to the Geneva Mid Cap Growth Fund and the Geneva Small Cap Growth Fund, respectively. Geneva shall be paid monthly a fee equal, with respect to any particular month, to 50% of the total of (i) the gross advisory fee payable to Adviser by the applicable Fund with respect to such month, minus (ii) any adviser pay or supplemental payments paid to financial inter-mediaries or other third parties under agreements executed after the Geneva Mid Cap Growth Fund and the Geneva Small Cap Growth Fund commence operations, for the offering or sale of shares in such Fund or the ongoing maintenance of relationships with shareholders of such Fund (including the performance of services with respect to such shareholders) by an adviser or a distributor of HighMark or any of its affiliates (whether as revenue sharing, or for shareholder services, recordkeeping services or other services) with respect to such month up to an amount not to exceed 0.10% of the average daily net assets of the Fund with respect to such month. Geneva’s fee is paid from the Adviser’s fee.   The Administrator and HighMark are parties to an admin-istrative services agreement (the “Administrative Services Agreement”) under which the Administrator provides the Funds with administrative services for an annual fee of 0.15% of the first $8 billion of the average daily net assets of the Funds and 0.14% of such average daily net assets in excess of $8 billion allocated to each Fund based on its respective net assets. The Administrator may voluntarily waive its fee, subject to termination at any time by the Administrator.   Pursuant to a separate agreement with the Administrator, BNY Mellon Investment Servicing (US) Inc. (the “Sub-Administrator”) performs sub-administration services on behalf of each Fund, for which it receives a fee paid by the Administrator at the annual rate of 0.025% of the first $8 bil-lion of the aggregate average net assets of the Funds and 0.015% of such assets in excess of $8 billion. For the year ended July 31, 2013, the Sub-Administrator earned sub-administration fees in the amount of $903,374. Boston Financial Data Services, Inc. serves as the transfer agent, dividend disbursing agent and shareholder servicing agent for the Funds.   As of the date of these financial statements, HighMark Funds Distributors, LLC (the “Distributor”), a wholly owned subsidiary of Foreside Funds Distributors LLC, and HighMark were parties to an underwriting agreement dated July 1, 2010. HighMark has adopted 12b-1 Plans (the “Plans”) with respect to Class A, Class B and Class C Shares that allow each Fund to pay dis-tribution and service fees to the Distributor as compensation for its services under the Plans. The Distributor receives a dis-tribution fee computed daily and paid monthly, at the annual rate of 0.25% of the daily net assets attributable to each Fund’s Class A Shares, 0.75% of the daily net assets attributable to each Fund’s Class B Shares and 1.00% of the daily net assets attributable to each Fund’s Class C Shares (0.75% of the daily net assets of the Bond Fund, the California Intermediate Tax-Free Bond Fund, the National Intermediate Tax-Free Bond Fund, the Short Term Bond Fund and the Wisconsin Tax-Exempt Fund), which may be used by the Distributor to provide compensation for sales support and distribution activities.   HighMark has also adopted shareholder service plans/ agreements permitting payment of compensation to service providers, which may include the Bank or its affiliates that have agreed to provide certain shareholder support services for its customers who own Fiduciary, Class A or Class B Shares. In consideration for such services, a service provider is entitled to receive compensation at the annual rate of up to 0.25% of the average daily net assets of the applicable class or classes of shares of the Funds. The service providers have agreed to waive a portion of their fees for certain classes of all Funds for the year ended July 31, 2013. For the year ended July 31, 2013, the Bank, or its affiliates earned shareholder servicing fees, net of waivers, from the Funds in the amount of approximately $3,285,259, which is included in the shareholder servicing fees and the related waivers on the statements of operations. The shareholder servicing fee waivers by the Bank, or its affiliates, are voluntary and not subject to recoupment.   A sales charge is imposed on purchases of Class A Shares at the following rates:

Certain officers of HighMark are also officers of the Adviser, the Adviser’s parent and the Sub-Administrator. Such officers, except for the Funds’ Chief Compliance Officer, are paid no fees by the Funds for serving as officers of HighMark. The Trustees who are not “interested persons” of HighMark (“Independent Trustees”) receive quarterly retainer fees and fees and expenses for each meeting of the Board attended, which is paid by the Funds.		Class A Shares*
	Balanced		5.50	%
	Cognitive Value		5.50
	Enhanced Growth		5.50
	Equity Income		5.50
	Geneva Mid Cap Growth		5.50
	Geneva Small Cap Growth		5.50
	International Opportunities		5.50
	Large Cap Core Equity		5.50
	Large Cap Growth		5.50

HighMark® Funds 137

notes to financial statements (continued)

July 31, 2013

		Class A Shares*					Investment Securities
							Purchases		Sales
NYSE Arca Tech 100 Index			5.50	%	Small Cap Core	$	54,957,906	$	62,632,135
Small Cap Core			5.50		Value		187,864,639		253,148,996
Value			5.50		Bond		149,494,535		148,387,583
Bond			2.25		California Intermediate Tax-Free Bond		52,918,768		69,163,342
California Intermediate Tax-Free Bond			2.25		National Intermediate Tax-Free Bond		26,015,459		36,057,843
National Intermediate Tax-Free Bond			2.25		Short Term Bond		96,704,066		86,478,177
Short Term Bond			2.25		Wisconsin Tax-Exempt		22,996,222		24,304,179
Wisconsin Tax-Exempt			2.25
*	Maximum sales charge as a percentage of offering price. Lower sales charges apply based on amount invested.

A contingent deferred sales charge (“CDSC”) is imposed on certain redemptions of Class B Shares. The CDSC varies depending on the number of years from the purchase of Class B Shares until the redemption of such shares. The purchases and sales (including maturities) of U.S. govern-ment securities by the Equity Funds and Fixed-Income Funds for the fiscal year ended July 31, 2013 are as follows:

Years Since Purchase Made	Contingent Deferred Sales Charge				Investment Securities
					Purchases		Sales
First		5%	Balanced	$	4,550,071	$	1,033,780
Second		4%	Bond		48,768,353		71,387,377
Third		3%	Short Term Bond		23,838,732		18,141,450
Fourth		3%
Fifth		2%
Sixth		1%
Seventh and Eighth		None	5. federal income taxes

A CDSC of 1% is imposed when Class C Shares are redeemed within the first year of purchase.   As of the date of these financial statements, Union Bank, N.A. acted as custodian (the “Custodian”) for the Funds. The Cus-todian, as compensation for its services, receives a fee at the annual rate of 0.00625% of each Fund’s daily net assets except for the International Opportunities Fund, which pays fees based on transactions and assets. The Custodian plays no role in determining the investment policies of the Funds or which securities are to be purchased or sold in the Funds.   4. investment transactions   The purchases and sales (including maturities) of investment securities by the Equity Funds and Fixed-Income Funds, excluding short-term investments and U.S. government secu-rities, for the year ended July 31, 2013 are as follows: It is each Fund’s intention to continue to qualify as a regulated investment company for federal income tax purposes and dis-tribute all of its taxable income and net capital gains. Accord-ingly, no provision for federal income taxes is required.
The Funds have analyzed their tax positions taken on federal income tax returns for all open tax years (tax years ended
July 31, 2009 through July 31, 2013) and have concluded that no provision for income tax is required in their financial statements.
The timing and characterization of certain income and capital gains distributions are determined annually in accordance with federal tax regulations, which may differ from accounting principles generally accepted in the United States of America. As a result, the net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. These book/tax differences may be temporary or permanent in nature. To the extent these differences are permanent, they are charged or credited to paid-in capital, undistributed realized gains, undistributed net investment income or accumulated net realized gain, as appropriate, in the period that the differences arise.

	Investment Securities				Permanent differences are primarily attributable to net operat-ing losses, distribution reclasses, different treatment for gains and losses on paydowns of mortgage- and asset-backed securities, different treatment for income, gains and losses from partnership securities, capital loss carryforwards expiring, reclassifications of long-term capital gain distributions on Real Estate Investment Trust securities, gains and losses on passive foreign investment companies and the classification of gains and losses on foreign currency for tax purposes. The following permanent differences have been reclassified to/from the fol-lowing accounts:
	Purchases		Sales
Balanced	$	12,374,487	$	9,440,215
Cognitive Value		299,097,130		307,443,361
Enhanced Growth		37,000,019		41,074,657
Equity Income		24,018,580		17,400,782
Geneva Mid Cap Growth		583,495,527		284,810,609
Geneva Small Cap Growth		64,681,116		20,100,605
International Opportunities		195,660,918		204,345,906
Large Cap Core Equity		42,168,086		60,601,319
Large Cap Growth		30,417,478		38,983,908
NYSE Arca Tech 100 Index		73,869,476		70,229,587

138 HighMark®Funds

		Undistributed Net Investment Income		Undistributed Net Realized Gain			Paid-in Capital								Tax-Exempt Income	Ordinary Income (1)		Long-Term Capital Gain		Return of Capital		Total
Balanced	$	15,703		$	(15,703	)	$	—						International
Cognitive Value		95,476			(95,476	)		—						Opportunities
Geneva Mid Cap Growth		4,906,761			—			(4,906,761	)					2013	—	$	3,880,950		—	$	—	$	3,880,950
Geneva Small Cap Growth		345,825			(345,825	)		—						2012	—		6,178,695		—		—		6,178,695
International Opportunities		46,283			(46,283	)		—						Large Cap Core
NYSE Arca Tech 100 Index		(1,758	)		1,758			—						Equity
Small Cap Core		12,234			(12,234	)		—						2013	—		835,360		—		—		835,360
Value		26,264			(26,264	)		—						2012	—		641,038		—		—		641,038
Bond		710,438			(710,438	)		—						Large Cap
California Intermediate														Growth
Tax-Free Bond		529			—			(529	)					2013	—		301,369		—		—		301,369
National Intermediate Tax-Free														2012	—		88,008		—		—		88,008
Bond		1,014			(1,014	)		—						NYSE Arca Tech
Short Term Bond		696,100			(695,457	)		(643	)					100 Index
Wisconsin Tax-Exempt		577			—			(577	)					2013	—		271,184		—		—		271,184
														2012	—		—		—		—
These reclassifications have no effect on net assets or net asset value per share of the Funds.														Small Cap Core
														2013	—		18,837		—		—		18,837
The tax character of dividends and distributions paid on a tax basis during the years or periods ended July 31, 2013 and July 31, 2012 were as follows:														2012	—		—		—		—
								Long-						Value
		Tax-Exempt			Ordinary			Term Capital		Return of				2013	—		4,255,122		28,131,157		—		32,386,279
		Income			Income (1)			Gain		Capital		Total		2012	—		4,321,830		12,340,098		—		16,661,928
Balanced														Bond
2013	$	—		$	361,070		$	703,108		$	—	$	1,064,178	2013	—		13,540,134		2,125,724		—		15,665,858
2012		—			288,042			—			—		288,042	2012	—		14,745,977		5,753,965		—		20,499,942
Cognitive Value														California
2013		—			1,017,845			—			—		1,017,845	Intermediate
2012		—			816,440			—			—		816,440	Tax-Free
Equity Income														Bond
2013		—			592,414			—			—		592,414	2013	6,002,281		529		—		—		6,002,810
2012		—			532,506			—			—		532,506	2012	5,881,176		5,110		—		—		5,886,286
Geneva Mid Cap														National
Growth														Intermediate
2013		—			—			18,413,894			—		18,413,894	Tax-Free
2012		—			—			10,293,782			—		10,293,782	Bond
Geneva Small														2013	2,495,995		—		363,888		—		2,859,883
Cap Growth														2012	2,743,629		—		—		—		2,743,629
2013		—			—			2,444,342			—		2,444,342	Short Term
2012		—			—			920,040			—		920,040	Bond
														2013			2,423,681		—		—		2,423,681
														2012			2,929,477		—		—		2,929,477
														Wisconsin Tax-
														Exempt
														2013	4,566,852		6,126		—		—		4,572,978
														2012	4,790,401		6,242		—		—		4,796,643
														(1) For tax purposes, short-term capital gain distributions, if any, are considered ordinary income distributions.
														Amounts designated as “—” are $0.

As of July 31, 2013, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

	Undistributed Ordinary Income		Undistributed Tax-Exempt Income		Undistributed Long-Term Capital Gain		Capital Loss Carryforward			Late- Year Losses			Unrealized Appreciation (Depreciation)		Other Temporary Differences		Total Distributable Earnings (Accumulated Losses)
Balanced	$	5,910	$	—	$	1,517,647	$	—		$	—		$	4,552,746	$	—	$	6,076,303
Cognitive Value		11,120,467		—		7,798,820		—			—			5,861,258		—		24,780,545
Enhanced Growth		67,241		—		—		(5,871,414	)		—			36,746,674		—		30,942,501
Equity Income		28,689		—		—		(7,054,905	)		—			6,933,990		—		(92,226	)
Geveva Mid Cap Growth		—		—		76,847,302		—			(7,898,600	)		277,570,325		—		346,519,027
Geneva Small Cap Growth		538,446		—		2,153,556		—			(764,763	)		22,266,008		—		24,193,247
International Opportunities		5,269,263		—		—		(42,917,168	)		—			31,182,858		—		(6,465,047	)
Large Cap Core Equity		17,428		—		—		(6,422,971	)		—			11,716,262		—		5,310,719

HighMark® Funds 139

notes to financial statements (continued)

July 31, 2011

		Undistributed Ordinary Income		Undistributed Tax-Exempt Income		Undistributed Long-Term Capital Gain		Capital Loss Carryforward		Late- Year Losses			Unrealized Appreciation (Depreciation)		Other Temporary Differences		Total Distributable Earnings (Accumulated Losses)
Large Cap Growth	$	513,024	$	—	$	736,496	$	—		—		$	17,152,859	$	—	$	18,402,379
NYSE Arca Tech 100 Index		218,200		—		—		(72,406,431	)	—			85,752,345		—		13,564,114
Small Cap Core		—		—		—		(24,384,994	)	(32,293	)		15,345,024		—		(9,072,263	)
Value		7,715,979		—		40,373,008		(9,304,164	)	—			50,771,654		—		89,556,477
Bond		681,115		—		6,979,841		—		—			7,431,315		—		15,092,271
California Intermediate Tax-Free Bond		—		—		—		(86,092	)	—			7,360,229		—		7,274,137
National Intermediate Tax-Free Bond		10,720		—		720,693		—		—			3,403,040		—		4,134,453
Short Term Bond		—		—		—		(214,854	)	(41,457	)		248,239		—		(8,072	)
Wisconsin Tax-Exempt		—		—		—		(235,542	)	(23,160	)		605,670		—		346,968

Amounts designated as “—” are either not applicable or less than $1.00.

Late-year capital losses represent losses realized on investment transactions from November 1, 2012 through July 31, 2013, that, in accordance with Federal income tax regulations, a Fund may elect to defer and treat as having arisen in the following year.

For federal income tax purposes, capital loss carryforwards represent net capital losses of a Fund that may be carried forward and applied against future net realized gains. On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 was enacted to modernize several of the federal income and excise tax provisions related to regulated investment companies. Under pre-enactment law, capital losses could be carried forward for eight years, and carried forward as short-term capital losses, irrespective of the character of the original loss. Net capital losses earned in taxable years beginning after December 22, 2010 (“post–2010 losses”) may be carried forward indefinitely and must retain the character of the original loss. Such post–2010 losses generally must be used by a regulated investment company before it uses any net capital losses incurred in taxable years begin-ning on or before December 22, 2010. This increases the likelihood that net capital losses incurred in taxable years beginning on or before December 22, 2010 will expire unused. At July 31, 2013, the Funds had capital loss carryforwards available to offset future realized capital gains through the indicated expiration dates:

																No
	2014		2015		2016			2017			2018			2019		Expiration		Total
Enhanced Growth	$	—		—		—			—		$	5,871,414		$	—		—	$	5,871,414
Equity Income		—		—		2,978,406			3,822,036			254,463			—		—		7,054,905
International Opportunities		—		—		—			9,206,630			33,710,538			—		—		42,917,168
Large Cap Core Equity		—		—		—			—			6,422,971			—		—		6,422,971
NYSE Arca Tech 100 Index		2,770,041		38,357,084		14,282,341			16,996,965			—			—		—		72,406,431
Small Cap Core		—		—		—			21,841,833			2,543,161	*		—		—		24,384,994
Value		—		—		655,532	**		8,648,632	***		—			—		—		9,304,164
California Intermediate Tax-Free Bond		—		—		—			—			—			4,425		81,667		86,092
Short Term Bond		—		—		—			—			214,854			—		—		214,854
Wisconsin Tax-Exempt		—		—		—			—			—			—		235,542		235,542

*   Capital loss carryforward amount was inherited from the Small Cap Value Fund and may be subject to IRS limitations in a given year.

**   Capital loss carryforward amount was inherited from the North Track Large Cap Equity Fund and may be subject to IRS limitations in a given year.

***   Capital loss carryforward amount was a result of the merger with Large Cap Value Fund and may be subject to IRS limitations in a given year.

Amounts designated as “—” are either not applicable or less than $1.00.

During the year ended July 31, 2013, capital loss carryforwards that were utilized and/or expired to offset gains are as follows:

Cognitive Value	$	3,764,904
Enhanced Growth		5,739,920
Equity Income		1,240,493
International Opportunities		5,149,689
Large Cap Core Equity		10,576,443
Large Cap Growth		9,601,427
NYSE Arca Tech 100 Index		3,651,536
Small Cap Core		8,776,751
Value		2,444,498
California Intermediate Tax-Free Bond		145,087
Short Term Bond		47,813
Wisconsin Tax-Exempt		138,927

140 HighMark®Funds

At July 31, 2013, the total cost of securities for federal income tax purposes and the aggregate gross unrealized appreciation and depreciation for securities held by the Funds are as follows:

								Net
	Federal							Appreciation
	Tax Cost		Appreciation		Depreciation			(Depreciation)
Balanced	$	29,251,223	$	4,807,906	$	(255,160	)	$	4,552,746
Cognitive Value		91,672,513		7,515,313		(1,654,055	)		5,861,258
Enhanced Growth		56,264,600		37,381,115		(634,441	)		36,746,674
Equity Income		26,587,134		7,367,772		(433,782	)		6,933,990
Geneva Mid Cap Growth		1,120,430,655		284,526,382		(6,956,057	)		277,570,325
Geneva Small Cap Growth		86,946,110		23,118,092		(852,084	)		22,266,008
International Opportunities		182,803,631		37,599,017		(6,521,247	)		31,077,770
Large Cap Core Equity		49,050,984		12,367,392		(651,130	)		11,716,262
Large Cap Growth		55,828,668		17,669,324		(516,465	)		17,152,859
NYSE Arca Tech 100 Index		159,618,752		99,081,989		(13,329,644	)		85,752,345
Small Cap Core		58,586,910		16,904,393		(1,559,369	)		15,345,024
Value Fund		297,988,403		54,185,058		(3,416,612	)		50,768,446
Bond		343,914,792		13,579,220		(6,147,905	)		7,431,315
California Intermediate Tax-Free Bond		220,193,826		9,818,180		(2,457,951	)		7,360,229
National Intermediate Tax-Free Bond		83,978,390		4,070,286		(667,246	)		3,403,040
Short Term Bond		167,138,671		1,309,716		(1,061,477	)		248,239
Wisconsin Tax-Exempt		150,075,380		3,500,611		(2,894,941	)		605,670

6. securities lending   Effective September 30, 2012 the Custodian no longer serves as the Funds’ securities lending agent. The Funds did not par-ticipate in a securities lending program during the period.   7. concentration of credit risk   As of the date of these financial statements, the California Intermediate Tax-Free Bond Fund invests in debt securities issued by the State of California and its political subdivisions. As of the date of these financial statements, the Wisconsin Tax-Exempt Fund invests in debt securities issued by the State of Wisconsin and its political subdivisions. The ability of the issuers of the securities held by these Funds to meet their obligations may be affected by economic and political developments in their respective states.   As of the date of these financial statements, certain Funds may invest in securities of foreign issuers in various countries. These investments may involve certain considerations and risks not typi-cally associated with investments in the United States, as a result of, among other factors, the possibility of future political and economic developments and the level of governmental supervision and regulation of securities markets in the respective countries.   8. fund reorganization   On September 1, 2011, the Trust’s Board of Trustees approved plans of reorganization that provided for the transfer of all of the assets and liabilities of the HighMark Fundamental Equity Fund (“Fundamental Equity Fund”) and the HighMark Small Cap Value Fund (“Small Cap Value Fund”), collectively the Merging Funds, for shares of the HighMark Large Cap Core Equity Fund (“Large Cap Core Equity Fund”) and the HighMark Small Cap Core Fund (“Small Cap Core Fund”), collectively the Acquiring Funds, respectively. The consummation of the tax-free reorganizations took place on October 28, 2011.

		Fiduciary		Fiduciary		Class A		Class A		Class C		Class C
		Shares		Net Asset		Shares		Net Asset		Shares		Net Asset
Merging Funds	Acquiring Funds	Issued		Value		Issued		Value		Issued		Value
Fundamental Equity Fund	Large Cap Core Equity Fund		1,836,177	$	8.44		4,544	$	8.42		3,269	$	8.19
Small Cap Value Fund*	Small Cap Core Fund		1,458,617	$	18.06		663,271	$	17.91		232,398	$	17.47

*   This Fund had Class B shares outstanding immediately prior to the reorganization, which were exchanged for Class A shares.

The conversion ratios for each Share class issued in the reorganization were as follows:

Merging Funds	Acquiring Funds	Fiduciary		Class A		Class B*		Class C
Fundamental Equity Fund	Large Cap Core Equity Fund		2.4152		2.4112		N/A		2.4739
Small Cap Value Fund*	Small Cap Core Fund		0.7275		0.7147		0.6797		0.6865

*   Class B shares were exchanged for Class A shares.

HighMark® Funds 141

notes to financial statements (continued)

July 31, 2013

The following information relates to the Merging and Acquiring Funds immediately prior and immediately after the consummation of the reorganization:

			Shares			Unrealized
Merging Fund/Acquiring Fund	Net Assets		Outstanding			App/(Dep)
Fundamental Equity Fund (before reorganization)	$	15,568,306		763,465	$	1,851,290
Large Cap Core Equity Fund (before reorganization)		53,946,635		6,392,682		N/A
Large Cap Core Equity Fund (after reorganization)		69,514,941		8,236,672		N/A
Small Cap Value Fund (before reorganization)		42,281,601		3,273,200		(4,223,966	)
Small Cap Core Fund (before reorganization)		27,032,261		1,497,360		N/A
Small Cap Core Fund (after reorganization)		69,313,862		3,851,646		N/A

On December 6, 2011, the Trust’s Board of Trustees approved a plan of reorganization that provided for the transfer of all of the assets and liabilities of the HighMark Large Cap Value Fund (“Large Cap Value Fund”), the Merging Fund, for shares of the HighMark Value Fund (“Value Fund”), the Acquiring Fund. On March 16, 2012, the shareholders of the Large Cap Value Fund approved the reorganization. The consummation of the reorganization took place on March 26, 2012.

Fiduciary

Fiduciary

Class A

Class A

Class B

Class B

Class C

Class C

Shares

Net Asset

Shares

Net Asset

Shares

Net Asset

Shares

Net Asset

Merging Fund

Acquiring Fund

Issued

Value

Issued

Value

Issued

Value

Issued

Value

Large Cap Value Fund

Value Fund

2,435,210

$

16.22

1,177,892

$

16.17

23,042

$

15.81

126,909

$

15.74

The conversion ratios for each Share class issued in the reorganization were as follows:

Merging Fund	Acquiring Fund	Fiduciary		Class A		Class B		Class C
Large Cap Value Fund	Value Fund		0.7183		0.7222		0.7257		0.7263

The following information relates to the Merging and Acquiring Funds immediately prior and immediately after the consummation of the reorganization:

			Shares		Unrealized
Merging Fund/Acquiring Fund	Net Assets		Outstanding		App/(Dep)
Large Cap Value Fund (before reorganization)	$	60,904,062		5,227,464	$	4,137,673
Value Fund (before reorganization)	$	311,680,994		19,235,836		N/A
Value Fund (after reorganization)	$	372,585,056		22,998,889		N/A

Assuming each reorganization discussed above had been completed on August 1, 2011, the Acquiring Funds’ results of operations for the year ended July 31, 2012 would have been as follows:

			Net			Net
			Realized and			Increase
	Net		Unrealized			(Decrease)
	Investment		Gain (Loss)			in Assets
	Income (Loss)		on Investments			from Operations
Large Cap Core Fund	$	653,875	$	4,515,020		$	5,168,895
Small Cap Core Fund		132,128		(111,591	)		20,537
Value Fund		4,958,104		2,503,452			7,461,556

Because the combined investment portfolios have been managed as single portfolios since the Reorganization was completed, it is not practicable to separate the amounts of revenue and earnings of the Large Cap Core Equity Fund and the Small Cap Core Fund statements of operations since October 28, 2011, and Value Fund’s statement of operations since March 23, 2012.

142 HighMark®Funds

9. new accounting pronouncement In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11, “Disclosures about Offsetting Assets and Liabilities”. ASU No. 2011-11 requires disclosures to make financial statements that are prepared under U.S. Generally Accepted Accounting Principles more comparable to those prepared under International Financial Reporting Standards. The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the statements of assets and liabilities as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, ASU No. 2011-11 requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. New disclosures are required for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Management evaluated the impact of ASU No. 2011-11 on the financial statements and disclosures and believes there will be no impact due to the Fund reorganiza-tion discussed in Note 10. 10. subsequent events (unaudited) Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were issued and has determined that there were no subsequent events that would require disclosure in or adjust-ments to the financial statements with the exception of the following: On March 29, 2013, HighMark Funds’ Board of Trustees approved the reorganizations (each, a “Reorganization”) of the series of HighMark Funds listed in the table below (each, an “Acquired Fund” and collectively, the “Acquired Funds”) into the corresponding investment portfolios of Nationwide Mutual Funds also listed in the table below (each portfolio, an “Acquiring Fund” and collectively, the “Acquiring Funds”). The Nationwide Mutual Funds’ Board of Trustees also approved the Reorganizations.	Acquired Funds	Acquiring Funds
	HighMark Value Fund	Nationwide HighMark Value
	● Class A and Class B	● Class A
	● Class C	● Class C
	● Fiduciary	● Institutional Service
		Class
	● Class U	● Class U
	HighMark International	Nationwide Bailard
	Opportunities Fund	International Equities Fund
	● Class A	● Class A
	● Class C	● Class C
	● Fiduciary	● Institutional Service
		Class
	● Class M	● Class M
	HighMark Short Term Bond	Nationwide HighMark Short
		Term Bond Fund
	● Class A	● Class A
	● Class C	● Class C
	● Fiduciary	● Institutional Service
		Class
	HighMark Cognitive Value	Nationwide Bailard Cognitive
		Value Fund
	● Class A	● Class A
	● Class C	● Class C
	● Fiduciary	● Institutional Service
		Class
	● Class M	● Class M
	HighMark Enhanced Growth	Nationwide Bailard
		Technology & Science Fund
	● Class A	● Class A
	● Class C	● Class C
	● Fiduciary	● Institutional Service
		Class
	● Class M	● Class M

Acquired Funds	Acquiring Funds
		HighMark NYSE Arca Tech	Nationwide Ziegler NYSE Arca
HighMark Geneva Mid Cap	Nationwide Geneva Mid Cap	100 Index Fund	Tech 100 Index Fund
Growth Fund	Growth Fund	● Class A and Class B	● Class A
● Class A and Class B	● Class A	● Class C	● Class C
● Class C	● Clas C	● Fiduciary	● Institutional Service
● Fiduciary	● Institutional Service		Class
	Class
		HighMark Large Cap Core	Nationwide HighMark Large
		Equity Fund	Cap Core Equity Fund
HighMark Geneva Small Cap	Nationwide Geneva Small Cap	● Class A	● Class A
Growth Fund	Growth Fund	● Class C	● Class C
● Class A	● Class A	● Fiduciary	● Institutional Service
● Class C	● Class C		Class
● Fiduciary	● Institutional Service
	Class

HighMark® Funds 143

notes to financial statements (concluded)

July 31, 2013

Acquired Funds	Acquiring Funds	Acquired Funds	Acquiring Funds
HighMark Small Cap Core	Nationwide HighMark Small	HighMark California	Nationwide HighMark
Fund	Cap Core Fund	Intermediate Tax-Free Bond	California Intermediate Tax
● Class A	● Class A	Fund	Free Bond Fund
● Class C	● Class C	● Class A	● Class A
● Fiduciary	● Institutional Service	● Class C	● Class C
	Class	● Fiduciary	● Institutional Service
			Class
HighMark Large Cap Growth	Nationwide HighMark Large
Fund	Cap Growth Fund	HighMark National	Nationwide HighMark
● Class A and Class B	● Class A	Intermediate Tax-Free Bond	National Intermediate Tax
● Class C	● Class C	Fund	Free Bond Fund
● Fiduciary	● Institutional Service	● Class A	● Class A
	Class	● Class C	● Class C
		● Fiduciary	● Institutional Service
HighMark Balanced Fund	Nationwide HighMark		Class
Fund	Balanced Fund
● Class A and Class B	● Class A	HighMark Wisconsin Tax-	Nationwide Ziegler Wisconsin
● Class C	● Class C	Exempt Fund	Tax Exempt Fund
● Fiduciary	● Institutional Service	● Class A and Class B	● Class A
	Class	● Class C	● Class C
		● Fiduciary	● Institutional Service
HighMark Equity Income Fund	Nationwide Ziegler Equity		Class
Fund	Income Fund
● Class A and Class B	● Class A	HighMark Bond Fund	Nationwide HighMark
● Class C	● Class C		Bound Fund
● Fiduciary	● Institutional Service	● Class A and Class B	● Class A
	Class	● Class C	● Class C
		● Fiduciary	● Institutional Service
			Class

A special meeting of shareholders of each of the Acquired Funds was held on August 28, 2013, and with respect to NYSE Arca Tech 100 Index Fund, as adjourned to September 5, 2013, to consider the approval of an Agreement and Plan of Reorganization as it relates to such Acquired Fund providing for: (i) the transfer of substantially all of the assets, property and goodwill of such Acquired Fund to its corresponding series of Nationwide Mutual Funds, a Delaware statutory trust, in exchange for shares of the designated classes of such Acquiring Fund; (ii) the assumption by such Acquiring Fund of all such Acquired Fund’s liabilities; (iii) the distribution of the shares of the designated classes of such Acquiring Fund to the shareholders of such Acquired Fund; and (iv) the termination, dissolution and complete liquidation of such Acquired Fund as soon as practicable after the closing. Shares were voted as follows on the proposal presented to the shareholders:

	No. of			No. of
	Shares			Shares
Balanced Fund			Enhanced Growth Fund
For		1,103,687.661	For		5,809,707.143
Against		7,361.632	Against		428.433
Abstain		8,237.192	Abstain		2,409.822
Total		1,119,286.485	Total		5,812,545.398

	No. of Shares			No. of Shares
Cognitive Value Fund			Equity Income Fund
For		5,948,948.617	For		1,356,481.000
Against		—	Against		24,812.896
Abstain		—	Abstain		85,405.319
Total		5,948,948.617	Total		1,466,699.215

144 HighMark®Funds

	No. of			No. of
	Shares			Shares
Geneva Mid Cap Growth Fund			Value Fund
For		27,270,034.389	For		12,421,813.526
Against		170,254.345	Against		74,801.144
Abstain		365,967.211	Abstain		92,005.397
Total		27,806,255.945	Total		12,588,620.067
	No. of			No. of
	Shares			Shares
Geneva Small Cap Growth Fund			Bond Fund
For		1,173,348.843	For		24,236,547.679
Against		14,289.423	Against		31,151.605
Abstain		15,645.370	Abstain		95,118.501
Uninstructed		223,675.000
			Total		24,362,817.785
Total		1,426,958.636
	No. of			No. of
	Shares			Shares
International Opportunities Fund			California Intermediate Tax-Free Bond Fund
For		26,232,377.643	For		11,295,102.402
Against		15,432.755	Against		297,234.293
Abstain		13,471.119	Abstain		286,915.405
			Uninstructed		1,097,430.000
Total		26,261,281.517
			Total		1,2976,682.100
	No. of			No. of
	Shares			Shares
Large Cap Core Equity Fund			National Intermediate Tax-Free Bond Fund
For		5,670,756.185	For		4,858,901.895
Against		2,384.998	Against		18,330.299
Abstain		1,974.071	Abstain		27,370.057
Total		5,675,115.254	Total		4,904,602.251
	No. of			No. of
	Shares			Shares
Large Cap Growth Fund			Short Term Bond Fund
For		4,279,801.093	For		9,339,835.948
Against		14,221.945	Against		63,427.798
Abstain		23,201.093	Abstain		168,669.319
Total		4,317,224.131	Total		9,571,933.065
	No. of			No. of
	Shares			Shares
NYSE Arca Tech 100 Index Fund*			Wisconsin Tax-Exempt Fund
For		2,010,518.434	For		8,115,964.327
Against		80,724.000	Against		495,089.177
Abstain		133,626.683	Abstain		328,607.029
Uninstructed		641,736.000
			Total		8,939,660.533
Total		2,866,605.117
*  The meeting was adjourned to September 5, 2013.
	No. of
	Shares
Small Cap Core Fund
For		2,272,452.341
Against		6,002.600
Abstain		7,357.170
Total		2,285,812.111

On September 16, 2013, HighMark Funds completed the Reorganization with Nationwide Mutual Funds.

HighMark® Funds 145

report of independent

registered public accounting firm

To the Shareholders and Board of Trustees of the HighMark Funds:

We have audited the accompanying statements of assets and liabilities, including the schedules of investments of the HighMark Funds, comprising the Balanced Fund, Cognitive Value Fund, Enhanced Growth Fund, Equity Income Fund, Geneva Mid Cap Growth Fund, Geneva Small Cap Growth Fund, International Opportunities Fund, Large Cap Core Equity Fund, Large Cap Growth Fund, NYSE Arca Tech 100 Index Fund, Small Cap Core Fund, Value Fund, Bond Fund, California Intermediate Tax-Free Bond Fund, National Intermediate Tax-Free Bond Fund, Short Term Bond Fund, and Wisconsin Tax-Exempt Fund (each a “Fund” and collec-tively the “Funds”), as of July 31, 2013, and the related statements of operations, the statements of changes in net assets and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial state-ments and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of July 31, 2013, by corre-spondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing proce-dures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the finan-cial position of each of the portfolios constituting the HighMark Funds as of July 31, 2013, the results of their operations, the changes in their net assets, and the financial highlights for each of the periods presented, in conformity with accounting princi-ples generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania

September 25, 2013

146 HighMark®Funds

notice to shareholders (unaudited)

For shareholders that do not have a July 31, 2013 tax year end, this notice is for informational purposes only. For shareholders with a July 31, 2013 tax year end, please consult your tax adviser as to the pertinence of this notice.

For the fiscal year ended July 31, 2013, each Fund is designating the following items with regard to distributions paid during the year.

	15% Rate Long-Term Capital Gain Distribution			Ordinary Income Distributions (Tax Basis)			Tax Exempt Income Distributions			Total			Qualified Dividends and Corporate Dividends Received Deduction (1)			Qualifying Dividend Income (15% tax rate for QDI) (2)			U.S. Government Interest (3)			Qualified Interest Income			Qualified Short-Term Capital Gain
Balanced (4)		66.07	%		33.93	%		0.00	%		100.00	%		87.49	%		94.09	%		0.00	%		0.00	%		0.00	%
Cognitive Value (4)		0.00	%		100.00	%		0.00	%		100.00	%		25.15	%		25.97	%		0.00	%		0.00	%		0.00	%
Equity Income		0.00	%		100.00	%		0.00	%		100.00	%		100.00	%		100.00	%		0.00	%		0.00	%		0.00	%
Geneva Mid Cap Growth (4)		100.00	%		0.00	%		0.00	%		100.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Geneva Small Cap Growth (4)		100.00	%		0.00	%		0.00	%		100.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
International Opportunities (5)		0.00	%		100.00	%		0.00	%		100.00	%		0.00	%		100.00	%		0.00	%		0.00	%		0.00	%
Large Cap Core Equity		0.00	%		100.00	%		0.00	%		100.00	%		100.00	%		100.00	%		0.00	%		0.00	%		0.00	%
Large Cap Growth (4)		0.00	%		100.00	%		0.00	%		100.00	%		100.00	%		100.00	%		0.00	%		0.00	%		0.00	%
NYSE Arca Tech 100 Index		0.00	%		100.00	%		0.00	%		100.00	%		100.00	%		100.00	%		0.00	%		0.00	%		0.00	%
Small Cap Core		0.00	%		100.00	%		0.00	%		100.00	%		100.00	%		100.00	%		0.00	%		0.00	%		0.00	%
Value (4)		86.86	%		13.14	%		0.00	%		100.00	%		44.50	%		67.02	%		0.00	%		0.00	%		0.00	%
Bond (4)		13.57	%		86.43	%		0.00	%		100.00	%		0.00	%		0.00	%		4.99	%		97.95	%		14.37	%
California Intermediate
Tax-Free Bond (6)		0.00	%		0.01	%		99.99	%		100.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
National Intermediate
Tax-Free Bond (4)		12.72	%		0.00	%		87.28	%		100.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
Short Term Bond		0.00	%		100.00	%		0.00	%		100.00	%		0.00	%		0.00	%		0.56	%		87.54	%		0.00	%
Wisconsin Tax-Exempt		0.00	%		0.13	%		99.87	%		100.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%

___________________

(1)   Qualifying dividends represent dividends which qualify for the corporate dividends received deduction and is reflected as a percentage of “Ordinary Income Distributions.”

(2)   The percentage in this column represents the amount of “Qualifying Dividend Income” as created by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and is reflected as a percentage of “Investment company taxable income.” It is the intention of each of the aforementioned Funds to designate the maximum amount permitted by the law.

(3)   “U.S. Government Interest” represents the amount of interest that was derived from direct U.S. Government obligations and distributed during the fiscal year. This amount is reflected as a percentage of total ordinary income distributions (the total of short-term capital gain and net investment income distributions). Generally, interest from direct U.S. Government obligations is exempt from state income tax. However, for shareholders of each Fund who are residents of California, Connecticut and New York, the statutory threshold requirements were not satisfied to permit exemption of these amounts from state income.

(4)   For the fiscal year ended 2013, the Balanced Fund, the Cognitive Value Fund, the Geneva Mid Cap Growth Fund, the Geneva Small Cap Growth Fund, the Large Cap Growth Fund, the Value Fund, the Bond Fund and the National Intermediate Tax-Free Bond Fund had long-term capital gain distribution designations of $1,984,614, $7,798,820, $88,057,835, $3,378,950, $736,496, $54,686,898, $7,287,242 and $817,973, respectively.

(5)   The Fund intends to pass through a foreign tax credit to the shareholders. For the fiscal year ended 2013, the total amount of foreign source income is $7,450,547. The total amount of foreign tax to be paid is $416,049. Your allocable share of the foreign tax credit will be reported on Form 1099 Div.

(6)   For residents of California: the California Intermediate Tax-Free Bond Fund met the quarterly diversification test for the fiscal year ended July 31, 2013.

HighMark® Funds 147

trustees and officers (unaudited)

Information pertaining to the Trustees and officers of the Trust is set forth below. The Statement of Additional Information (“SAI”) includes additional information about Fund directors. The SAI is available, without charge, upon request, by calling 1-800-433-6884.

The following trustees and officers list is current as of September 20, 2013.

		Term of		Number of Portfolios	Other
		Office		in HighMark	Directorships
		and	Principal	Funds	Held by
	Position(s)	Length of	Occupation(s)	Complex	Trustee
Name,	Held with	Time	During Past	Overseen	During
Address1 and Age	the Trust	Served2	5 Years	by Trustee3	Past 5 Years4
Independent Trustees
David E. Benkert	Trustee,	Since	From April 1, 1992 to present, Director, Navigant	17	None
56	Chairman	3/04	Consulting, Inc. (financial consulting).
Thomas L. Braje	Trustee, Vice	Since	Prior to retirement in October 1996, Vice	17	None
70	Chairman,	6/87	President and Chief Financial Officer of Bio-Rad
	Governance		Laboratories, Inc.
	Committee
	Chairman
Evelyn S. Dilsaver	Trustee, Audit	Since	Since April 2011, Member, Board of Trustees of	17	Aeropostale, Inc.
58	Committee	1/08	Russell Exchange Traded Funds Trust. Since		(ARO); Longs Drug
	Chairman		January 2010, Member, Board of Directors of		Corporation (LDG)5;
			Tempur-Pedic International Inc. (mattress		Russell Exchange
			manufacturer). Since November 2009, Member,		Traded Funds Trust
			Board of Directors of Blue Shield of California		(26 portfolios);
			(health insurance). Since October 2007, Member,		Tamalpais Bancorp
			Board of Directors of Aeropostale, Inc. From 2004		(TAMB); Tempur-
			to 2007, Executive Vice President for The Charles		Pedic International
			Schwab Corporation, and President and Chief		Inc. (TPX)
			Executive Officer of Charles Schwab Investment
			Management, Inc.
David A. Goldfarb	Trustee	Since	Since January 2010, owner of David A. Goldfarb,	17	None
71		6/87	CPA. From 1987 to 2009, Partner, Goldfarb &
			Simens, Certified Public Accountants.
Michael L. Noel	Trustee	Since	President, Noel Consulting Company since 1998.	17	Avista Corp. (AVA)
72		12/98	Senior Managing Director, Saber Partners
			(financial advisory firm) since 2002. Member,
			Board of Directors, Avista Corp. (utility company),
			since January 2004. Member, Board of Directors,
			SCAN Health Plan, since 1997.
Mindy M. Posoff	Trustee	Since	Managing Director, Golden Seeds, LLC (investment	17	None
57		10/10	group) since January 2011. Managing Director,
			Traversent Capital Partners (financial consulting)
			since January 2010. From January 2003 to
			December 2009, Managing Director, NewMarket
			Capital Partners, LLC (asset management).

148 HighMark®Funds

				Number of Portfolios	Other
		Term of		in HighMark	Directorships
		Office and	Principal	Funds	Held by
	Position(s)	Length of	Occupation(s)	Complex	Trustee
Name,	Held with	Time	During Past	Overseen	During
Address1 and Age	the Trust	Served2	5 Years	by Trustee3	Past 5 Years4
Principal Officers
Dennis Mooradian	President	Since 8/12	Chairman of the Board, President and Chief	N/A	N/A
350 California Street			Executive Officer of the Adviser since August
San Francisco, CA			2012. Executive Vice President, Union Bank, N.A.
94104			since 2011. From June 2009 to June 2011,
65			affiliated with LECG Corporation (consulting and
			expert testimony on fiduciary, investment
			management, brokerage and private banking
			issues). From November 2003 to February 2009,
			Executive Vice President, Wealth and Institutional
			Management, Comerica Bank. Chairman and
			President of World Asset Management.
Pamela O’Donnell	Vice President,	Since 12/05	Vice President and Director of Mutual Fund	N/A	N/A
350 California Street	Treasurer and	(Treasurer)	Administration of the Adviser since 2005.
San Francisco, CA	Chief Financial	Since 3/09
94104	Officer	(Vice
49		President)
		Since 6/10
		(Chief
		Financial
		Officer)
Kevin Rowell	Vice President	Since 9/10	Senior Vice President and Managing Director of	N/A	N/A
350 California Street	and Assistant		the Adviser since June 2010. From 2008 to 2010,
San Francisco, CA	Secretary		President, Hennessy Funds. From 2006 to 2007,
94104			Executive Vice President, head of U.S. Distribution,
53			Pioneer Investments.
Noel Casale	Chief	Since 4/13	Vice President and Chief Compliance Officer of the	N/A	N/A
350 California Street	Compliance		Adviser since April 2013. From August 2012 to
San Francisco, CA	Officer		March 2013, Vice President and acting Chief
94104			Compliance Officer of the Adviser. From July 2004
44			to July 2012, Vice President and Director of
			Compliance.
Helen Robichaud	Secretary	Since 3/10	Managing Director and Senior Counsel, BNY	N/A	N/A
201 Washington Street,			Mellon Investment Servicing (US) Inc. since
34th Floor			January 2010. Director of Fund Regulatory
Boston, MA			Services of J.P. Morgan from June 2008 to
02108			December 2009. Associate General Counsel of J.P.
61			Morgan from August 1995 to June 2008.

____________________

1   Each Trustee may be contacted by writing to the Trustee c/o HighMark Funds, 350 California Street, Suite 1600, San Francisco, CA 94104.

2   Each Trustee shall hold office during the lifetime of the Trust until he or she dies, resigns, retires or is removed or, if sooner, until the next meeting of share- holders following his election or appointment as Trustee at which Trustees are elected and until his or her successor shall have been elected and qualified in accordance with the Trust’s Declaration of Trust.

3   The “HighMark Funds Complex” consists of all registered investment companies for which the Adviser serves as investment adviser.

4   Directorships of companies required to report to the SEC under the Securities Exchange Act of 1934 (i.e., “public companies”) or other investment companies registered under the 1940 Act.

5   Ms. Dilsaver ceased being a director of Longs Drug Corporation in connection with the acquisition of the company by CVS Caremark in 2008.

HighMark® Funds 149

board approval of the existing advisory and sub-advisory

agreements (unaudited)

The Board of Trustees, including all of the trustees who are not “interested persons” (as defined in the 1940 Act) of HighMark, the Adviser or the sub-advisers of the Funds (“Independent Trustees”), considers matters bearing on the advisory agreement between HighMark and the Adviser (the “Investment Advisory Agreement”) and the sub-advisory agreements that relate to the Funds at most of its meetings throughout the year.

Once a year, usually in the summer, the Board of Trustees meets to extensively review the Investment Advisory Agreement and the sub-advisory agreements (except any agreement that is still within the first year of its initial term) to determine whether to approve the continuation of the agreements with respect to the Funds and the other series of HighMark for an additional one-year period. In connection with these annual determinations, the Trustees receive materials that the Adviser and the Funds’ sub-advisers believe to be reasonably necessary for the Trustees to evaluate the agreements. With respect to the Funds, over the years, these materials have included, among other items,

●   information on the investment performance of the Funds and the performance of peer groups of mutual funds and the Funds’ performance benchmarks,

●   information on the Funds’ advisory and sub-advisory fees and other expenses, including information comparing the Funds’ expenses to those of peer groups of mutual funds and information about any applicable expense caps and fee “breakpoints” (fee rates that decline as a percentage of Fund assets as Fund assets reach higher levels),

●   sales and redemption data for the Funds,

●   information about the profitability of the Adviser and the sub-advisers with respect to their provision of services to the Funds and

●   other information obtained through the completion of an informational questionnaire sent to the Adviser and the sub-advisers by the Trustees.

The Board of Trustees may also consider other matters such as:

●   the Adviser’s and the sub-advisers’ financial results and financial condition,

●   the size, education and experience of the Adviser’s and each sub-adviser’s investment staff and their use of technology, external research and trading cost measurement tools,

●   the allocation of the Funds’ brokerage including allocations, if any, to brokers affiliated with the Adviser or any sub-adviser and the use of “soft” commission dollars to pay for research services for the Adviser and the sub-advisers,

●   the Adviser’s and the sub-advisers’ resources devoted to, and record of compliance with, the Funds’ investment policies and restrictions, policies on personal securities transactions and other compliance policies,

●   the outlook for the economy generally and for the mutual fund industry in particular and

●   recent business initiatives of the Adviser.

Throughout the process, the Trustees are afforded the opportunity to ask questions of and request additional materials from the Adviser and the sub-advisers. The Trustees also meet with, and ask questions of, representatives of the Adviser and the sub-advisers, either in person or by conference telephone. As a consequence of this process, the Adviser has in the past removed sub-advisers that have underperformed and has effected other changes in Fund portfolio management.

The Board of Trustees most recently approved the continuation of the Investment Advisory Agreement with respect to all of the Funds and the sub-advisory agreements that relate to each of the Funds that has a sub-adviser (the Investment Advisory Agree-ment, collectively with the sub-advisory agreements relating to each of the Funds that has a sub-adviser, the “Agreements”) at a meeting held on June 17, 2013. The Trustees noted in connection with that approval that all of the Funds were scheduled to be reorganized into series of Nationwide Mutual Funds during the third quarter of 2013, subject to approval by the Funds’ share-holders. The Trustees accordingly noted that, assuming timely consummation of the reorganizations, the Agreements would con-tinue in effect for only a few weeks, and would be superseded as of the time of the reorganizations by agreements between the Nationwide Mutual Fund series and those series’ advisers and sub-advisers.

In considering whether to approve the continuation of the Agreements with respect to the Funds at the meeting held on June 17, 2013, the Board of Trustees considered information bearing on the Agreements as provided throughout the year, including at the meeting held on June 17, 2013, and information provided in connection with last year’s approval of the continuation of the Agreements, including any significant changes to such information. The Board of Trustees did not identify any single factor as determinative. Matters considered by the Trustees in connection with their approval of the Agreements as they relate to the Funds included the following:

150 HighMark®Funds

The nature, extent and quality of the services provided to the Funds under the Agreements. The Trustees considered the nature,extent and quality of the services provided by the Adviser, Bailard, Inc., Geneva Capital Management, Ltd. and Ziegler Lotsoff Capital Management, LLC (collectively, the “Managers”) and their affiliates to the Funds and the resources dedicated to the Funds by the Managers and their affiliates. The Trustees considered not only the advisory services provided by the Managers to the Funds, but also the monitoring and oversight services provided by the Adviser with respect to the sub-advised Funds. For each Fund, the Trustees also considered the benefits to shareholders of investing in a mutual fund that is part of a family of funds offering a variety of investment disciplines and providing for a variety of fund and shareholder services. After reviewing these and related factors and discussions with Fund management, the Trustees concluded, within the context of their overall conclusions regarding each of the Agreements, that the nature, extent and quality of services provided supported the renewal of the Agree-ments with respect to the Funds.

Investment performance of the Funds and the Managers. As noted above, the Trustees received information about the perform-ance of the Funds over various time periods, including information comparing the performance of the Funds to the performance of peer groups of funds and the Funds’ respective performance benchmarks. In addition, the Trustees held various discussions with the Managers about Fund performance, including discussions with the Adviser, at each regular board meeting throughout the year. With respect to each Fund, the Board of Trustees concluded that the Fund’s performance supported the renewal of the Agreement(s) relating to that Fund. In the case of each Fund that had performance that lagged that of a relevant peer group for certain (although not necessarily all) periods considered, the Board of Trustees concluded that other factors relevant to perform-ance supported renewal of the Agreements with respect to such Fund. These factors varied from Fund to Fund, but included one or more of the following: (1) that the Fund’s performance, although lagging in certain recent periods, was strong over the longer term; (2) that the underperformance was attributable, to a significant extent, to investment decisions by the Fund’s Manager(s) that were reasonable and consistent with the Fund’s investment objective and policies; (3) that the Fund’s performance was com-petitive when compared to other relevant performance benchmarks or peer groups; and (4) that the Fund’s Manager(s) have taken or are taking or formulating steps designated to help improve the Fund’s investment performance. The Trustees also considered each Manager’s performance and reputation generally, the Funds’ performance as a fund family generally, and the historical responsiveness of the Managers to Trustee concerns about performance and the willingness of the Managers to take steps intended to improve performance. After reviewing these and related factors and discussions with Fund management, the Trustees concluded, within the context of their overall conclusions regarding each of the Agreements with respect to the Funds, that the performance of the Funds and the Managers supported the renewal of the Agreements with respect to the Funds.

The costs of the services to be provided and profits to be realized by the Managers and their affiliates from their respective rela-tionships with the Funds. The Trustees considered and had discussions with Fund management regarding the fees charged to theFunds for advisory and sub-advisory services as well as the total expense levels of the Funds. This information included compar-isons of the Funds’ advisory fees and total expense levels to those of their peer groups and information about the advisory fees charged by the Managers to other funds (both as advisers and sub-advisers, if applicable) and accounts with similar investment programs, if any. In considering the fees charged to such other funds or accounts, the Trustees considered, among other things, the differences between managing mutual funds as compared to other types of accounts, including the additional resources required to manage mutual fund assets effectively. The Trustees also considered differences between providing advisory and sub-advisory services to a fund. In evaluating each Fund’s advisory fees (and sub-advisory fees, if any), the Trustees also took into account the demands, complexity and quality of the investment management of such Fund. The Trustees also considered any compensation received by the Managers and their affiliates from the Funds for providing services other than advisory or sub-advisory services. The Trustees considered information provided by the Managers in connection with last year’s approval of the continuation of the Agreements regarding the profitability of the Managers’ and their affiliates’ relationships with the Funds, and information about the allocation of expenses used to calculate such profitability, and the Managers’ representations that there had not been any material changes to such information. When reviewing profitability, the Trustees also considered information about the performance of the relevant Funds, the expense levels of the Funds and whether the Managers had implemented breakpoints in their fee schedules and/or expense caps with respect to such Funds. After reviewing these and related factors and discussions with Fund management, the Trustees concluded, within the context of their overall conclusions regarding each of the Agreements, that the advisory and sub-advisory fees charged to each of the Funds are fair and reasonable, and that the costs of these services generally and the related profitability of the Managers and their affiliates in respect of their relationships with the Funds supported the renewal of the Agreements with respect to the Funds.

HighMark® Funds 151

board approval of the existing advisory

and sub-advisory agreements (unaudited) (concluded)

Economies of scale. The Trustees considered information provided in connection with last year’s approval of the continuation ofthe Agreements regarding the existence of any economies of scale (i.e., decreasing per unit costs as a fund increases in asset size) in the provision of services by the Managers and whether those economies are shared with the Funds through breakpoints in their investment advisory fees or other means, such as expense waivers, and the Managers’ representations that there had not been any material changes to such information. The Trustees noted that all of the share classes of all of the Funds benefited from expense caps. In considering these issues, the Trustees also took note of the costs of the services provided (both on an absolute and a rela-tive basis) and the profitability to the Managers and their affiliates of their relationships with the Funds, as discussed above. After reviewing these and related factors and discussions with Fund management, the Trustees concluded, within the context of their overall conclusions regarding each of the Agreements, that the extent to which any economies of scale are shared with the Funds supported the renewal of the Agreements with respect to the Funds.

The Trustees also considered other factors, which included but were not limited to the following:

●   whether each Fund has operated in accordance with its investment objective and the Fund’s record of compliance with its investment policies and restrictions, and the compliance programs of the Funds and the Managers.

●   the nature, quality, cost and extent of administrative, custody, securities lending and shareholder services performed by the Adviser and its affiliates, both under the applicable Agreement and under other separate agreements with or with respect to HighMark.

●   so-called “fallout benefits” to the Managers, such as the engagement of affiliates of the Adviser to provide custody, securities lending, administration and other services to the Funds, and the benefits of investment research provided to the Managers by reason of brokerage commissions generated by the Funds’ securities transactions. The Trustees considered the possible conflicts of interest associated with these fallout and other benefits, and the reporting, disclosure and other processes in place to disclose and monitor such possible conflicts of interest.

●   the agreement and plan of reorganization entered into by and between HighMark, on behalf of the Funds, and Nationwide Mutual Funds.

●   the Adviser’s plan for maintaining continuity in management through the closing of the reorganizations.

Based on their evaluation of all factors that they deemed to be material, including those factors described above, and assisted by the advice of independent counsel, the Trustees concluded that the Agreements should be continued with respect to the Funds for a period not to exceed one year beginning August 1, 2013.

152 HighMark®Funds

fund information (unaudited)

July 31, 2013

HighMark Funds is committed to managing our mutual funds in the best interests of our shareholders. The Board of Trustees of HighMark Funds has delegated the authority to vote proxies on behalf of the Funds that own voting securities to the Adviser. The Board has authorized the Adviser to delegate proxy voting authority with respect to a Fund to that Fund’s sub-adviser. A description of the proxy voting guidelines and policies that the Funds use to determine how to vote proxies relating to portfolio securities is available (i) without charge, upon request by calling our investor services desk at 1-800-582-4734; (ii) on the SEC’s website at http://www.sec.gov; and (iii) on our website at http://www.highmarkcapital.com. Information relating to how a Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (i) on the SEC’s website at http://www.sec.gov; and (ii) on our website at http://www.highmarkcapital.com. The Trust files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q within sixty days after the end of the period. The Funds’ Forms N-Q are (i) available on the SEC’s website at http://www.sec.gov; and (ii) may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Fiduciary Shares Information

Fund	Cusip	Ticker	Fund #
Balanced	431114792	HMBAX	491
Cognitive Value	431112390	HCLFX	2209
Enhanced Growth	431112358	HEGFX	2210
Equity Income	431113109	NJPFX	2643
Geneva Mid Cap Growth	431113505	PNMFX	2647
Geneva Small Cap Growth	431113885	HGFSX	2650
International Opportunities	431112341	HIOFX	2211
Large Cap Core Equity	431112788	HMCFX	1627
Large Cap Growth	431114818	HMGRX	492
NYSE Arca Tech 100 Index	431113844	PTSFX	2654
Small Cap Core	431112465	HSAFX	2214
Value	431114677	HMVMX	871
Bond	431114305	HMBDX	489
California Intermediate Tax-Free Bond	431114644	HMITX	847
National Intermediate Tax-Free Bond	431112655	HMNTX	1600
Short Term Bond	431112549	HMSFX	1506
Wisconsin Tax-Exempt	431113794	WTEFX	2658

HighMark® Funds 153

fund information (unaudited) (concluded)

July 31, 2013

Retail Shares Information

Fund	Cusip	Ticker	Fund #
Balanced
Class A Shares	431114776	HMBRX	480
Class B Shares	431114545	HMBBX	452
Class C Shares	431112887	HMBCX	1760
Cognitive Value
Class A Shares	431112432	HCLAX	2203
Class C Shares	431112424	HCLCX	2206
Enhanced Growth
Class A Shares	431112382	HEHAX	2204
Class C Shares	431112374	HEGCX	2207
Equity Income
Class A shares	431113208	NJPAX	2640
Class B shares	431113307	NJPBX	2641
Class C shares	431113406	NJPCX	2642
Geneva Mid Cap Growth
Class A shares	431113604	PNMAX	2644
Class B shares	431113703	PNMBX	2645
Class C shares	431113802	MGPCX	2646
Geneva Small Cap Growth
Class A shares	431113877	HGASX	2648
Class C shares	431113851	HGCSX	2649
International Opportunities
Class A Shares	431112481	HIOAX	2205
Class C Shares	431112473	HITCX	2208
Large Cap Core Equity
Class A Shares	431112770	HCEAX	1626
Class C Shares	431112754	HCECX	1632
Large Cap Growth
Class A Shares	431114768	HMRGX	481
Class B Shares	431114511	HMGBX	455
Class C Shares	431112879	HGRCX	1755
NYSE Arca Tech 100 Index
Class A shares	431113836	PPTIX	2651
Class B shares	431113828	PSEBX	2652
Class C shares	431113810	PTICX	2653
Small Cap Core
Class A Shares	431112457	HSAAX	2212
Class C Shares	431112440	HSCAX	2213
Value
Class A Shares	431114628	HMVLX	870
Class B Shares	431114529	HVMBX	456
Class C Shares	431112812	HVMCX	1753

154 HighMark®Funds

Retail Shares Information (continued)

Fund	Cusip	Ticker	Fund #
Bond
Class A Shares	431114743	HMRBX	478
Class B Shares	431112747	HBDBX	1090
Class C Shares	431112648	HBDCX	1492
California Intermediate Tax-Free Bond
Class A Shares	431114578	HMCIX	846
Class C Shares	431112630	HCTCX	1491
National Intermediate Tax-Free Bond
Class A Shares	431112663	HMNFX	1598
Class C Shares	431112622	HNTCX	1490
Short Term Bond
Class A Shares	431112523	HMSAX	1505
Class C Shares	431112515	HMTCX	1470
Wisconsin Tax-Exempt
Class A shares	431113786	PWTEX	2655
Class B shares	431113778	WTEBX	2656
Class C shares	431113760	WTECX	2657

Class M Shares Information

Cognitive Value	431112416	HCLMX	2200
Enhanced Growth	431112366	HEGMX	2201
International Opportunities	431112499	HIOMX	2202

Class U Shares Information

Value 431113752 HVMUX 2248

HighMark® Funds 155

service providers &

board of trustees

Investment Adviser & Administrator	Custodian
HighMark Capital Management, Inc.	Union Bank, N.A.
350 California Street, Suite 1600	350 California Street
San Francisco, CA 94104	San Francisco, CA 94104
Sub-Advisers	Distributor
Cognitive Value Fund,	HighMark Funds Distributors, LLC
Enhanced Growth Fund and	400 Berwyn Park
International Opportunities Fund:	899 Cassatt Road
Bailard, Inc.	Berwyn, PA 19312
950 Tower Lane, Suite 1900
Foster City, CA 94404-2131	Legal Counsel
	Ropes & Gray LLP
Geneva Mid Cap Growth Fund and	Three Embarcadero Center
Geneva Small Cap Growth Fund:	San Francisco, CA 94111-4006
Geneva Capital Management Ltd.
100 East Wisconsin Avenue, Suite 2550	Independent Registered Public
Milwaukee, WI 53202	Accounting Firm
	Deloitte & Touche LLP
Equity Income Fund,	1700 Market Street
NYSE Arca Tech 100 Index Fund and	Philadelphia, PA 19103
Wisconsin Tax-Exempt Fund:
Ziegler Lotsoff Capital Management, LLC	Transfer Agent
20 North Clark Street	Boston Financial Data Services
Suite 3400	PO Box 8416
Chicago, IL 60602	Boston, MA 02266
	Board of Trustees
	David E. Benkert, Chairman
	Thomas L. Braje
	Evelyn S. Dilsaver
	David A. Goldfarb
	Michael L. Noel
	Mindy M. Posoff

156 HighMark®Funds

Thank you

for your investment.

Mutual Funds:

●  are not FDIC insured

●  have no bank guarantee

●  may lose value

Item 2. Code of Ethics.

(a)	The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.
(c)	There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.
(d)	The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item’s instructions.

Item 3. Audit Committee Financial Expert.

As of the end of the period covered by the report, the registrant’s Board of Trustees has determined that David A. Goldfarb and Evelyn S. Dilsaver are qualified to serve as an audit committee financial expert serving on its audit committee and that they are each “independent,” as defined by Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

Audit Fees

(a) The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $603,000 for 2012 and $525,000 for 2013.

Audit-Related Fees

(b)	The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item are $36,600 for 2012 and $36,600 for 2013.
	The above “Audit-Related Fees” were billed for the three security count verifications for the Funds as required under sections (f) of Rule 17f-2 of the Investment Company Act of 1940 (the “Act”).

Tax Fees

(c)	The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $94,650 for 2012 and $81,600 for 2013.
	Tax fees represent fees paid for the review of Federal and state income and excise tax returns for certain Funds within the Trust.

All Other Fees

(d)	The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 for 2012 and $0 for 2013.
(e)(1)	To the extent required by applicable law, the Trust's audit committee approves, in advance, the engagement of all audit and non-audit services rendered to the Trust by the Trust's independent registered public accounting firm and all non-audit services rendered by the Trust's independent registered public accounting firm to the investment adviser and to certain of the investment adviser's affiliates; provided, however, that the audit committee may implement policies and procedures pursuant to which such services are pre-approved other than by the full audit committee, subject to subsequent reporting of any such pre-approvals to the audit committee (generally at the audit committee's next regular meeting).
(e)(2)	All services described in each of paragraphs (b) through (d) of this Item were pre-approved by the audit committee.  None of the services described in paragraphs (b) through (d) of this Item were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f)	The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was less than fifty percent.
(g)	The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $188,000 for 2012 and $9,000 for 2013.
(h)	The registrant's audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence.

Item 5. Audit Committee of Listed registrants.

Not applicable.

Item 6. Investments.

(a)	Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.
(b)	Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s Board of Trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

Item 11. Controls and Procedures.

(a)

The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

(b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

	(a)(1)	Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.
	(a)(2)	Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
	(a)(3)	Not applicable.
	(b)	Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(12.other)		Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)	HighMark Funds
By (Signature and Title)*	/s/ Dennis Mooradian
	Dennis Mooradian, President
	(principal executive officer)
Date	October 1, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*	/s/ Dennis Mooradian
	Dennis Mooradian, President
	(principal executive officer)
Date	October 1, 2013
By (Signature and Title)*	/s/ Pamela O’Donnell
	Pamela O'Donnell, Chief Financial Officer
	(principal financial officer)
Date	October 1, 2013

* Print the name and title of each signing officer under his or her signature.