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<br /> Mutual Fund Disclosure Statement For Discretionary Non-ERISA
<br /> Employee Benefit Accounts
<br /> Union Bank of California, N.A. ("Bank") makes a variety of mutual funds available to its clients. Among the funds available
<br /> are the HighMarkTM Funds ("Funds"), a family of mutual funds sponsored and distributed by SEllnvestments Distribution Co.
<br /> ("SEI"). HighMark Capital Management, Inc. ("HCM"), a registered investment adviser and wholly owned investment
<br /> management subsidiary of UnionBanCal Corporation and affiliate of the Bank, serves as the investment adviser and sub-
<br /> administrator for the Funds, while the Bank serves as custodian and provides certain additional services to the Funds.
<br /> Fees for the services described below are paid by the Funds to HCM, the Bank or its affiliates. Additionally, the Bank
<br /> charges your account fees for the services provided to you. To avoid management fee duplication, HCM and the Bank retain
<br /> the fees paid to them by the Funds or its distributor which are attributable to your account, but no investment advisory fee is
<br /> charged to your account for any Bank managed account assets invested in the Funds. You can contact your account officer
<br /> for an additional copy of your account fee schedule.
<br /> HCM and the Bank may also receive certain indirect benefits from having your account(s) invested in the Funds. For
<br /> example, a larger fund size creates certain economies of scale and lowers that Fund's expense ratio. The extent to which
<br /> these factors help each Fund grow benefits HCM and the Bank, whose fees are partially based on the size of each Fund.
<br /> Accompanying this Disclosure are prospectuses that contain information on the investment objectives, operation and fees for
<br /> all Fund portfolios available to accounts of the type you have. Additional copies of the prospectuses are available from your
<br /> trust officer, or from the distributor as follows: HighMark Funds, SEI Investments Distribution Co., One Freedom Valley Drive,
<br /> Oaks, Pennsylvania 19456, 1-800-433-6884. Read the prospectuses carefully.
<br /> HighMark Funds offers its shares solely through its distributor, which is not affiliated with HCM or the Bank. The
<br /> Bank does not endorse or sponsor the Funds. The Funds are not obligations of the Bank, and are not insured by the
<br /> FDIC or any other government agency. Investments in the Funds, like any mutual fund investments, involve risk,
<br /> including the possible loss of principal.
<br /> FEES FOR SERVICES
<br /> The services performed for the Funds by HCM, the Bank or its affiliates, and the maximum fees which may be paid for such
<br /> services, are fully set forth below. The fees may, from time to time, be voluntarily reduced pursuant to agreement with the
<br /> Funds, Voluntary reduction in the fees of a Fund lower that Fund's expenses and, thus, temporarily increase that Fund's yield
<br /> while the voluntary reduction is in effect.
<br /> Investment Advisor Services: For the expenses incurred and services provided by HCM as the Funds' investment adviser,
<br /> HCM receives the following fees, computed daily and paid monthly:
<br /> . Monev Market Funds: At the annual rate of thirty one-hundredths of one percent (.30%) of each fund's average daily net
<br /> assets.
<br /> . Eauitv And Balanced Funds: For each fund, except the Small Cap Value Fund and the Small Cap Growth Fund, at the
<br /> annual rate of sixty one-hundredths of one percent (.60%) of each fund's average daily net assets. For the Small Cap
<br /> Value Fund, at the annual rate of one percent (1.00%) of the fund's average daily net assets. For the Small Cap Growth
<br /> Fund, at the annual rate of one hundred fifteen one hundredths of one percent (1.15%) of the fund's average daily net
<br /> assets.
<br /> . Bond Funds: For the Bond Fund, the California Intermediate Tax-Free Bond Fund, and the HighMark National
<br /> Intermediate Tax-Free Bond Fund, at the annual rate of fifty one-hundredths of one percent (.50%) of each fund's average
<br /> daily net assets.
<br /> Custodian Services: For its services as the Funds' domestic custodian, the Bank receives a custodian fee at an annual rate
<br /> of one one-hundredth of one percent ( .01 %) of each fund's average daily net assets and reimbursement for reasonable out of
<br /> pocket expenses incurred in connection with these services, The Bank also receives transaction fees for securities lending
<br /> through revenue sharing, with the Bank receiving 35% and the Funds receiving 65% of the incremental revenues eamed.
<br /> Global custody fees are ad valorem and transaction fees vary with the country in which settlement takes place, For more
<br /> detailed information, contact the Fund through the distributor at the number set forth above.
<br /> Ver 04/03/2003 Page I
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