<PAGE>
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
[ X ] Filed by the Registrant
[ _ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ _ ] Preliminary Proxy Statement
[ _ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[ X ] Definitive Proxy Statement
[ _ ] Definitive Additional Materials
[ _ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
The Pillar Funds
---------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-----------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ _ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ _ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
____________________________________________________________________
2) Aggregate number of securities to which transaction applies:
____________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: /1/
____________________________________________________________________
4) Proposed maximum aggregate value of transaction:
____________________________________________________________________
5) Total fee paid:
____________________________________________________________________
[ _ ] Fee paid previously with preliminary materials.
[ _ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_______________________________
2) Form, Schedule or Registration Statement No.:
_______________________________
3) Filing Party:
_______________________________
4) Date Filed:
_______________________________
/1/ Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
THE PILLAR FUNDS
Dear Shareholder,
The attached proxy statement solicits your vote as a Shareholder of The
Pillar Funds (the "Trust") on an important proposal being recommended by the
Board of Trustees. Even if you are not currently a Shareholder of the Trust, you
are still eligible to vote. Votes are solicited from Shareholders of record as
of December 12, 1995.
A Special Meeting of the Shareholders of The Pillar Funds has been
scheduled for Friday, February 9, 1996. While you are, of course, welcome to
join us at the meeting, most Shareholders cast their vote by filling out and
signing the proxy card that accompanies the attached proxy statement.
The attached proxy statement is designed to give you further information
relating to the proposal on which you are asked to vote. We encourage you to
support the Trustees' recommendations. The proposal described in the proxy
statement relates to the following matter:
1. To consider and act upon a proposal to elect a Board of Trustees
(voted on by the Shareholders of the Trust as a whole).
Your vote is important to us. Please mark, sign, and date the enclosed
proxy card and return it as soon as possible. For your convenience, we have
enclosed a self-addressed stamped envelope. If you have questions about the
proposal please call 1-800-DIAL SEI. Thank you for taking the time to consider
this important proposal and for your investment in The Pillar Funds.
Sincerely,
/s/ David G. Lee
David G. Lee
President and Chief Executive Officer
The Pillar Funds
<PAGE>
IMPORTANT SHAREHOLDER INFORMATION
The Pillar Funds
The document you hold in your hands
contains your proxy statement and proxy
card. A proxy card is, in essence, a
ballot. When you vote your proxy, it tells
us how to vote on your behalf on
important issues relating to the Trust. If
you simply sign the proxy without
specifying a vote, your shares will
be voted in accordance with the
recommendations of the Board of
Trustees.
We urge you to spend a few minutes
with the proxy statement, fill out your proxy
card, and return it to us. Voting your
proxy, and doing so promptly, enables
the Trust to avoid conducting additional
mailings. When shareholders do not
return their proxies in sufficient numbers,
the Trust may bear the expense of follow-
up solicitations.
Please take a few moments to exercise your
right to vote. Thank you.
<PAGE>
THE PILLAR FUNDS
P.O. BOX 239
WAYNE, PA 19087-0239
Notice of Special Meeting of Shareholders
February 9, 1996
Notice is hereby given that a Special Meeting of Shareholders of The Pillar
Funds (the "Trust"), will be held at the offices of SEI Financial Management
Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, on
Friday, February 9, 1996 at 3:30 p.m., Eastern time to consider and act on the
following matter:
I. To consider and act upon a proposal to elect a Board of Trustees (voted on
by the Shareholders of the Trust as a whole).
In accordance with their own discretion, the proxies are authorized to vote on
other such business as may properly come before the Meeting.
BY ORDER OF THE BOARD OF TRUSTEES
RICHARD W. GRANT, SECRETARY
Each shareholder is cordially invited to attend the meeting. However, if you are
unable to be present at the meeting, you are requested to mark, sign and date
the enclosed proxy and return it promptly in the enclosed envelope so that the
meeting may be held and a maximum number of shares may be voted.
Shareholders of record at the close of business on December 12, 1995 are
entitled to notice of and to vote at the meeting or any adjournment thereof.
December 29, 1995
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE COMPLETE
AND PROMPTLY RETURN THE ENCLOSED PROXY CARD. A POSTAGE PAID ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE SO THAT YOU MAY RETURN YOUR PROXY CARD AS SOON AS
POSSIBLE. IT IS MOST IMPORTANT AND IN YOUR INTEREST FOR YOU TO SIGN YOUR PROXY
CARD AND RETURN IT SO THAT A QUORUM WILL BE PRESENT AT THE MEETING AND A MAXIMUM
NUMBER OF SHARES MAY BE VOTED. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS
USE.
-2-
<PAGE>
THE PILLAR FUNDS
P.O. BOX 239
WAYNE, PA 19087-0239
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of proxies
by the Board of Trustees of The Pillar Funds (the "Trust") for use at the
Special Meeting of Shareholders of the Trust to be held on February 9, 1996 at
3:30 p.m. Eastern time at the offices of SEI Financial Management Corporation,
680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, and at any adjourned
session thereof (such meeting and any adjournment thereof are hereinafter
referred to as the "Meeting"). Shareholders of the Trust of record at the close
of business on December 12, 1995 (the "Shareholders") are entitled to vote at
the Meeting. As of December 12, 1995, the approximate number of units of
beneficial interest ("shares") issued and outstanding for The Pillar Funds was
921,521,688.079 (consisting of 460,646,979.49 shares of the U.S. Treasury
Securities Money Market Fund, 265,842,007.67 shares of the Prime Obligation
Money Market Fund, 75,214,440.39 shares of the Tax-Exempt Money Market Fund,
3,254,757.868 shares of the Short-Term Investment Fund,11,441,253.802 shares of
the Fixed Income Fund, 4,983,142.442 shares of the New Jersey Municipal
Securities Fund, 345,450.775 shares of the Pennsylvania Municipal Securities
Fund, 3,164,864.028 shares of the Intermediate-Term Government Securities Fund,
1,033,357.91 shares of the GNMA Fund, 6,639,847.765 shares of the Equity Value
Fund, 3,965,228.24 shares of the Equity Income Fund, 3,795,017.39 shares of the
Mid Cap Value Fund, 3,346,424.481 shares of the Balanced Growth Fund,
939,688.898 shares of the International Growth Fund and 76,909,226.910 shares of
the U.S. Treasury Securities Plus Money Market Fund. Each share is entitled to
one vote and each fractional share is entitled to a proportionate fractional
vote on each matter to be acted upon at the Meeting.
In addition to the solicitation of proxies by mail, (i) Trustees and officers of
the Trust and officers and employees of SEI Financial Management Corporation,
the Fund's administrator, located at 680 East Swedesford Road, Wayne, PA 19087,
and (ii) the officers and employees of the United Jersey Bank, the Fund's
investment adviser, located at 210 Main Street, Hackensack, NJ 07601, may
solicit proxies in person or by telephone. Persons holding shares as nominees
will, upon request, be reimbursed for their reasonable expenses incurred in
sending soliciting materials to their principals. The cost of solicitation will
be borne by the Trust. The proxy and this Proxy Statement are being mailed to
Shareholders on or about December 29, 1995.
Shares represented by duly executed proxies will be voted in accordance with the
instructions given. Proxies may be revoked at any time before they are
exercised by a written revocation received by the President of the Trust at 680
East Swedesford Road, Wayne, Pennsylvania 19087-1658, by properly executing a
later-dated proxy, or by attending the Meeting and voting in person.
The Trust will furnish, without charge, a copy of its annual report for its
fiscal year ended December 31, 1994, its unaudited semi-annual report for the
six-month period ended June 30, 1995 and, when available, its annual report for
its fiscal year ended December 31, 1995 to any shareholder requesting such
report(s). Request for such report(s) should be made in writing to The Pillar
Funds, P.O. Box 239, Wayne, PA 19087-0239 or by calling 1-800-DIAL SEI.
-3-
<PAGE>
I. ELECTION OF TRUSTEES
At the Meeting, it is proposed that five Trustees will be elected to hold office
until their successors are duly elected and qualified. The persons named in the
accompanying Proxy intend, in the absence of contrary instructions, to vote all
proxies on behalf of the shareholders for the election of Arthur L. Berman,
James B. Grecco, Raymond Konrad, Robert A. Nesher and Christine H. Yackman.
Messrs. Berman, Konrad and Nesher are currently members of the Board of
Trustees while the two other nominees, Mr. Grecco and Ms. Yackman, have not
previously been elected by the shareholders and have not previously served on
the Board.
Because the Trust does not hold regular annual shareholder meetings, each
nominee, if elected, will hold office until his successor is elected and
qualified. Under Massachusetts law, a trust registered under the Investment
Company Act of 1940, as amended (the "1940 Act") is not required to hold an
annual meeting. The Trust has availed itself of this provision and will achieve
cost savings by eliminating printing costs, mailing charges and other expenses
involved in routine annual meetings.
Even with the elimination of routine annual meetings, the Board of Trustees may
call special meetings of shareholders for action by shareholder vote as may be
required by the 1940 Act, or required or permitted by the Declaration of Trust
and By-Laws of the Trust. In compliance with the 1940 Act, shareholder meetings
will be held to elect Trustees whenever fewer than a majority of the Trustees
holding office have been elected by the shareholders or, if necessary in the
case of filling vacancies, to assure that at least two-thirds of the Trustees
holding office after vacancies are filled have been elected by the shareholders.
The Trust may hold shareholder meetings to approve changes in investment policy,
a new investment advisory agreement or other matters requiring shareholder
action under the 1940 Act.
A meeting may also be called by shareholders holding at least 10% of the Shares
entitled to vote at the meeting for the purpose of voting upon the removal of
Trustees, in which case shareholders may receive assistance in communicating
with other shareholders as if the provisions contained in Section 16(c) of the
1940 Act applied. In addition, Massachusetts law provides for the calling of a
special meeting by the written request of shareholders holding at least 25% of
the Shares entitled to vote at the meeting.
Each of the nominees has consented to being named in this Proxy Statement and to
serve as a Trustee if elected. The Trust knows of no reason why any nominee
would be unable or unwilling to serve if elected. Should any of the nominees
become unable or unwilling to accept nomination or election, the persons named
in the proxy will exercise their voting power to vote for such person or persons
as the management of the Trust may recommend. Trustees will be elected by a
majority of shareholders entitled to vote that are present in person or by Proxy
at the Meeting. If you give no voting instructions, your Shares will be voted
for all nominees named herein for Trustee and in favor of any remaining proposal
described in this proxy statement.
INFORMATION REGARDING NOMINEES
The following information is provided for each nominee. It includes his or her
name, position with the Trust, age, length of trusteeship (if applicable),
amount of Shares of the Trust beneficially owned, principal occupations or
employment during the past five years, and trusteeships with other companies
which file reports periodically with the Securities and Exchange Commission.
-4-
<PAGE>
<TABLE>
<CAPTION>
Business Experience Shares of the Trust
Name and Position During the Past Five Years, Beneficially Owned
with the Trust Age Including all Trusteeships as of December 12, 1995 Percentage
----------------- --- -------------------------- ----------------------- ----------
<S> <C> <C> <C> <C>
Arthur L. Berman 68 President, Bertek, Inc. 0 **
Trustee since 1995
James B. Grecco 62 President, Grecco Auto Body Inc.; 0 **
Nominee for Trustee President, Grecco Auto Imports Inc.;
President, Joyce Motor Corp.;
President, Grecco Auto Leasing Inc.
President, Grecco Lincoln Mercury
Inc.
Raymond Konrad 59 Chairman and Chief Executive Officer 0 **
Trustee since 1991 of American Compressed Gases Inc.
Robert A. Nesher* 49 Retired since 1994. Director, 0
Trustee and Chairman of the Executive Vice President of SEI
Board of Trustees since Corporation 1986-94. Director and
1991 Executive Vice President of the
Administrator and Distributor since
1981-94.
Christine H. Yackman 34 Executive and Corporate 0 **
Nominee for Trustee Officer, Edgeboro Disposal, Inc.
and Affiliated Companies; Officer Manager,
Herbert Sand Co., Inc.
</TABLE>
- -------------------------
* "Interested person" within the meaning of the 1940 Act. Mr. Nesher was
Director and Executive Vice President of the Trust's Administrator and
Distributor.
**Less than 1%.
BOARD APPROVAL OF THE ELECTION OF TRUSTEES
At an in person meeting on November 16, 1995, the Board recommended that
shareholders vote for each of the nominees for Trustee named herein. In
considering the nomination of the nominees for election as Trustees of the
Trust, the Trustees took into account the qualifications of the nominees and the
efficient conduct of the Trust's business. In this latter regard, the Trustees
took into account that the resignation of three trustees (for personal reasons
and not because of any disagreement with respect to management of the Trust) had
reduced the Board's flexibility in appointing new or replacement members in
light of the 1940 Act restrictions described above.
-5-
<PAGE>
SHAREHOLDER APPROVAL OF THE ELECTION OF TRUSTEES
The favorable vote of a majority of Shares represented at the Meeting at which a
majority of shareholders entitled to vote is present is required for the
election of the Trustees. If the Trustees are not approved by the shareholders
of the Trust, the current Board of Trustees will consider alternative
nominations.
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR PROPOSAL I.
---
ADDITIONAL INFORMATION
TRUSTEES AND EXECUTIVE OFFICERS
Information about the Trust's current Trustees and principal executive officers,
including their names, ages, positions with the Trust, length of such positions
and principal occupations or employment during the past five years, is set forth
below. Each officer of the Trust will hold such office until a successor has
been elected by the Board of Trustees.
<TABLE>
<CAPTION>
Position With Business Experience During Shares of the Trust
the Past Five Years, Including Beneficially Owned
Name the Trust Age all Trusteeships as of December 12, 1995**
---- ------------- --- ------------------------- --------------------------
<S> <C> <C> <C> <C>
Arthur L. Berman Trustee since 1995. 68 See "Information Regarding ***
Nominees."
Raymond Konrad Trustee since 1991. 59 See "Information Regarding ***
Nominees."
Robert A. Nesher* Trustee and 49 See "Information Regarding ***
Chairman of the Nominees."
Board since 1991.
David G. Lee President and Chief 43 Senior Vice President of the ***
Executive Officer Distributor since 1993. Vice
since 1994. President of the Distributor since
1991. President, GW Sierra Trust
Funds prior to 1991.
Kevin P. Robins Vice President and 34 Senior Vice President, General ***
Assistant Secretary Counsel of SEI and the
since 1993. Distributor since 1994. Vice
President and Assistant Secretary
of the Manager and Distributor,
1992-94. Associate, Morgan,
Lewis & Bockius LLP (law firm),
prior to 1992.
Carmen V. Romeo Treasurer and 52 Director, Executive Vice ***
Assistant Secretary President, Chief Financial Officer
since 1991. and Treasurer of SEI since 1977.
Director and Treasurer of the
Administrator and Distributor
since 1981.
</TABLE>
-6-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Robert B. Carroll Vice President and 35 Vice President and Assistant ***
Assistant Secretary Secretary of SEI Corporation, the
since 1994. Manager and Distributor since
1994. United States Securities
and Exchange Commission,
Division of Investment
Management, 1990-94. Associate,
McGuire, Woods, Battle & Booth
(law firm), prior to 1990.
Kathryn L. Stanton Vice President and 37 Vice President and Assistant ***
Assistant Secretary Secretary of SEI Corporation, the
since 1994. Manager and Distributor since
1994. Associate, Morgan, Lewis
& Bockius LLP (law firm), 1989-94
Richard W. Grant Secretary since 1991. 50 Partner of Morgan, Lewis & ***
Bockius LLP (law firm), Counsel
to the Trust, Administrator and
Distributor.
Sandra K. Orlow Vice President and 42 Vice President and Assistant ***
Assistant Secretary Secretary of the Administrator
since 1991. and Distributor since 1983.
Stephen G. Meyer* CPA, Vice President 30 Director - Internal Audit and ***
and Controller since Risk Management - SEI
1995. Corporation, 1992 to March 1995.
Coopers & Lybrand L.L.P.,
Senior Associate, 1990-1992.
Vanguard Group of Investments,
Internal Audit, prior to 1990.
</TABLE>
_________________________
*"Interested person" within the meaning of the 1940 Act.
**This information has been provided by each Trustee and Officer of the Trust.
***As of December 12, 1995, to Trust management's knowledge, the Trustees and
executive officers of the Trust, beneficially owned less than 1% of the
outstanding shares of the Trust.
The Trust pays each Trustee who is not also an officer or affiliated person an
annual fee of $ 7,000 plus travel and other expenses incurred in attending Board
meetings. For the fiscal year ended December 31, 1994, the Trust paid
approximately $ 22,857.53 in Trustees' fees and expenses. The Trust's officers
are paid by SEI or its affiliates.
The aggregate compensation paid by the Trust to each of the Trust's Trustees
serving during the fiscal year ended December 31, 1994 is set forth in the
compensation table below. The aggregate compensation paid to such Trustees
during calendar year 1994 by all of the registered investment companies to which
the Trust's investment adviser or an affiliated person of the Trust's investment
adviser provides investment advisory services (collectively, the "Fund Complex")
is also set forth in the compensation table below.
-7-
<PAGE>
Compensation Table
<TABLE>
<CAPTION>
===================================================================================================================
Name of Person, Aggregate Pension or Retirement Estimated Total Compensation
Position Compensation From Benefits Accrued As Annual From Registrant and
Registrant/1/ Part of Fund Expenses Benefits Upon Fund Complex Paid
Retirement to Trustees for the
Fiscal Year Ended
December 31, 1994
/1//2/
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Donald Mann, $3,500 N/A N/A $3,500
Trustee
- -------------------------------------------------------------------------------------------------------------------
Thomas Ehrhart, $7,000 N/A N/A $7,000
Trustee*/***
- -------------------------------------------------------------------------------------------------------------------
Raymond Konrad, $7,000 N/A N/A $7,000
Trustee
- -------------------------------------------------------------------------------------------------------------------
Pasquale V. $5,250 N/A N/A $5,250
Mazzarulli, Trustee**
- -------------------------------------------------------------------------------------------------------------------
Robert A. Nesher, $0 N/A N/A $0
Trustee***
===================================================================================================================
</TABLE>
/1/ Amounts do not include travel expenses.
/2/ Messrs. Ehrhart, Mazzarulli and Konrad are not on the Board of Trustees for
any other investment company in the "Fund Complex" (as that term is defined
in the Securities and Exchange Act of 1934, as amended). Mr. Nesher is on
the Board of Trustees for 19 investment companies in the Fund Complex.
* Retired effective May 22, 1995.
** Retired effective December 7, 1995.
*** A Trustee who is an "interested person" as defined in the Investment
Company Act of 1940, as amended.
There were four meetings of the Board of Trustees held during the fiscal year
ended December 31, 1994. In such fiscal year, all Trustees attended at least 75%
of the meetings of the Board of Trustees held during their respective terms.
The Board of Trustees has an Audit Committee. The Audit Committee makes
recommendations to the full Board of Trustees with respect to the engagement of
independent accountants and reviews, with the independent accountants, the
results of the audit engagement and matters having a material effect on the
Trust's financial operations. The members of the Audit Committee are Messrs.
Ehrhart*, Konrad, Nesher* and Mazzarulli. The Audit Committee met one time
during the fiscal year ended December 31, 1994. In such fiscal year, all members
attended at least 75% of the meetings of the Audit Committee held during their
respective terms.
______________
* A Trustee who is an "interested person" as defined in the Investment Company
Act of 1940, as amended.
-8-
<PAGE>
INDEPENDENT ACCOUNTANTS
A majority of the Trust's Board of Trustees who are not "interested persons" of
the Trust have selected Arthur Andersen LLP as the independent accountants of
the Trust for the fiscal year ending December 31, 1995. A representative of
Arthur Andersen LLP is expected to be available by telephone at the Meeting to
make a statement if desired and to be available to respond to appropriate
questions from shareholders.
BENEFICIAL OWNERS
To the knowledge of Trust Management, as of December 12, 1995, the following
were beneficial owners of 5% or more of the outstanding Shares of any Fund.
<TABLE>
<CAPTION>
Amount of Beneficial Percent of
Fund Name and Address Ownership Beneficial Ownership
- ---- ---------------- --------- --------------------
<S> <C> <C> <C>
U.S. Treasury Securities
Money Market:
Class A Shares United Jersey Bank 457,681,841.0700 99.99%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
Class B Shares Eugene W. Binkowski & 768,143.6500 25.77%
Harriet Binkowski JTTN
194 Wheaton PL
Rutherford, NJ 07070
Newark Beth Israel 449,482.55 15.08%
Medical Center
201 Lyons Ave.
Newark, NJ 07112
Bak A. Lum 400,850.37 13.45%
Employees Pension Plan
Harvey B. Fine Trustee
P.O. Box 1634
Linden, NJ 07086
Josepha Weitzmann Fiedler 230,706.80 7.74%
UJB Central c/o Insurance
Services Group
210 Main Street 4th Floor
Hackensack, NJ 07601-7311
</TABLE>
-9-
<PAGE>
<TABLE>
<CAPTION>
Amount of Beneficial Percent of
Fund Name and Address Ownership Beneficial Ownership
- ---- ---------------- --------- --------------------
<S> <C> <C> <C>
Prime Obligation
Money Market:
Class A Shares United Jersey Bank 256,154,447.49 98.82%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
Class B Shares Medical Brokers, Inc. 897,193.49 13.05%
Two Princess Road
Lawrenceville, NJ 08648
Jamieson Moore Peskin & Spicer 498,561.73 7.25%
800 Alexander Park
Princeton, NJ 08543
Tax-Exempt Money
Market:
United Jersey Bank 168,788,751.20 98.74%
Class A Shares Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
Class B Shares Moe & Peter Kessler TTEES 1,213,082.37 22.02%
Sylvia Kessler IRREV INT-VIV Trust
FBO Sylvia Kessler
C/F Outwater Plastics
4 Passaic Street
Woodbridge, NJ 07075-1004
P.K Sharma & 346,900.19 6.30%
Sarika Sharma JTTN
28 Laurie Drive
Englewood Cliffs, NJ
07832
Ignazid Cangialosi 301,796.11 5.48%
417 Saddle Back Trail
Franklin Lakes, NJ 07417
Albert Kleinman 287,926.41 5.23%
153 Charlotte PL
Englewood Cliffs, NJ 07632
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
Amount of Beneficial Percent of
Fund Name and Address Ownership Beneficial Ownership
- ---- ---------------- --------- --------------------
<S> <C> <C> <C>
Short-Term Investment:
Class A Shares United Jersey Bank 606,718.136 19.90%
c/o Eagle Trust
Company
Attn: Suzanne Levy
680 Swedesford Road
Wayne, PA 19087
United Jersey Bank 2,368,704.152 77.68%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
Class B Shares United Jersey Bank 10,591.713 5.15%
Central NA
as collateral FBO Jacob
M. Mamroud
16 Cromnielin Ct.
East Brunswick NJ 08816
Yuet K. Chan-Li & 32,078.946 15.60%
Bun Kai Chan JTTN
11 Elsworth Drive
Robbinsville, NJ 08691
Albert S. Bendelac 20,788.462 10.08%
370 S. Stanworth Drive
Princeton, NJ 08540
Young I. Chung 14,042.236 6.83%
8 Lenape Lane
Princeton Junction, NJ 08550
Val L. Fitch 11,887.731 5.78%
292 Hartley Avenue
Princeton, NJ 08550
Fixed Income:
Class A Shares United Jersey Bank 834,823.324 7.67%
c/o Eagle Trust
Company
Attn: Suzanne Levy
680 East Swedesford
Road
Wayne, PA 19087
United Jersey Bank 9,456,344.525 86.85%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
New Jersey Municipal
Securities:
Class A Shares United Jersey Bank 1,249,443.291 48.14%
c/o Eagle Trust
Company
Attn: Suzanne Levy
680 East Swedesford
Road
Wayne, PA 19087
United Jersey Bank 953,453.057 36.74%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
United Jersey Bank 208,425.633 8.03%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
United Jersey Bank 183,554.909 7.07%
c/o Eagle Trust Company
Attn: Suzanne Levy
680 E. Swedesford Road
Wayne, Pa. 19087
</TABLE>
-11-
<PAGE>
<TABLE>
<CAPTION>
Amount of Beneficial Percent of
Fund Name and Address Ownership Beneficial Ownership
- ---- ---------------- --------- --------------------
<S> <C> <C> <C>
Intermediate Term
Government
Securities:
United Jersey Bank 449,134.30 15.86%
Class A Shares c/o Eagle Trust Company
Attn: Suzanne Levy
680 East Swedesford
Road
Wayne, PA 19087
United Jersey Bank 1,817,259.051 64.19%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
United Jersey Bank 524,198.489 18.51%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
Equity Value:
Class A Shares United Jersey Bank 5,714,889.091 93.93%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
Class B Shares
Jeanette P. Branca 29,673.591 5.35%
595 Ridgewood Avenue
Glen Ridge, NJ 07028
Marta L. Branca 37,902.795 6.84%
595 Ridgewood Avenue
Glen Ridge, NJ 07028
Equity Income:
Class A Shares United Jersey Bank 236,638.438 7.23%
c/o Eagle Trust
Company
Attn: Suzanne Levy
680 East Swedesford
Road
Wayne, PA 19087
United Jersey Bank 2,892,704.357 88.40%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
Mid Cap Value:
Class A Shares United Jersey Bank 3,163,635.723 94.52%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
International Growth:
Class A Shares United Jersey Bank 439,869.498 49.45%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
United Jersey Bank 380,114.388 42.74%
Attn: Patricia Kyritz
P.O Box 547
Hackensack, NJ 07602
United Jersey Bank 66,626.666 7.49%
c/o Eagle Trust Company
Attn: Suzanne Levy
680 E. Swedesford Road
Wayne, PA. 19087
Class B Shares
P.K. Sharma 13,557.345 23.97%
28 Laurie Drive
Englewood Cliffs, NJ 07632-2222
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Amount of Beneficial Percent of
Fund Name and Address Ownership Beneficial Ownership
- ---- ---------------- --------- --------------------
<S> <C> <C> <C>
Balanced Growth:
Class A Shares United Jersey Bank 2,515,880.283 94.65%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
United Jersey Bank 141,928.251 5.34%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
Pennsylvania Municipal
Securities:
Class A Shares United Jersey Bank 314,970.733 96.44%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
Class B Shares Diane Edelstein 4,646.527 15.02%
761 Canterbury Drive
Yardley, PA 19067-4434
George A. Warner & 2,436.647 7.88%
D. Lorraine Warner JTTN
14 Shagbark Ct. W
Harleysville,PA 19438
Margaret A. Wernelt 9,230.995 29.84%
16 1/2 Third Avenue
Lehightown, PA 18236
Rose M. Lutinsky 2,069.869 6.69%
916 South Street
Freeland, PA 18224
James Dalsasso & 2,160.954 6.98%
Barbara N. Dalsasso JTTN
1934 Windsor Road
Bethlehem, PA 18017
Peter W. Petrocko 5,402.382 17.46%
508 12th Avenue
Bethlehem, PA 18018
GNMA:
Class A Shares United Jersey Bank 504,758.332 58.57%
c/o Eagle Trust Company
Attn: Suzanne Levy
680 Swedesford Road
Wayne, PA 19087
United Jersey Bank 204,436.799 23.72%
c/o Eagle Trust Company
Attn: Suzanne Levy
680 Swedesford Road
Wayne, Pa 19087
United Jersey Bank 114,082.215 13.24%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Amount of Beneficial Percent of
Fund Name and Address Ownership Beneficial Ownership
- ---- ---------------- --------- --------------------
<S> <C> <C> <C>
U.S. Treasury Plus
Money Market:
Class A Shares John Zucarelli, Lillian 10,883,100.08 14.15%
Zucarelli & John Zucarelli III
National Environmental Services
Inc. and
Stony Brook Leasing
189 Stony Brook Road
P.O. Box 247
Hopewell, NJ 08525-0247
</TABLE>
As of December 12, 1995, the Trustees and officers of the Trust as a group
beneficially owned less than 1% of the outstanding Shares of the Trust.
SUBMISSION OF SHAREHOLDER PROPOSALS
As a Massachusetts business trust, the Trust is not required to hold annual
shareholder meetings. Shareholders who wish to present a proposal for action at
the next meeting or suggestions as to nominees for the Board of Trustees should
submit the proposal or suggestions to be considered to the Trust within a
reasonable time in advance of any such meeting for inclusion in the Trust's
proxy statement and form of proxy for such meeting. The Board of Trustees will
give consideration to shareholder suggestions as to nominees for the Board of
Trustees. Shareholders retain the right, under limited circumstances, to
request that a meeting of shareholders be held for the purpose of considering
the removal of a Trustee from office, and if such a request is made, the Trust
will assist with shareholder communications in connection with the meeting.
OTHER MATTERS
No business other than the matters described above is expected to come before
the Meeting, but should any other matter requiring a vote of shareholders arise,
including any question as to an adjournment of the Meeting, the persons named in
the enclosed proxy will vote thereon according to their best judgment in the
interest of the Trust.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING AND WHO WISH
TO HAVE THEIR SHARES VOTED ARE REQUESTED TO FILL IN, DATE AND SIGN THE ENCLOSED
PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES.
RICHARD W. GRANT
Secretary
Dated: December 29, 1995
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<PAGE>
THE PILLAR FUNDS
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 9, 1996
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE PILLAR FUNDS
The undersigned shareholder(s) of The Pillar Funds (the "Trust"), hereby
appoint(s) David G. Lee and Kathryn L. Stanton and each of them (with full power
of substitution), the proxy or proxies of the undersigned to attend the Special
Meeting of Shareholders of the Trust to be held on February 9, 1996, and any
adjournments thereof, to vote all of the shares of the Trust that the signer
would be entitled to vote if personally present at the Special Meeting of
Shareholders and on any other matters brought before the Meeting, all as set
forth in the Notice of Special Meeting of Shareholders. Said proxies are
directed to vote or refrain from voting pursuant to the Proxy Statement as
indicated upon the matters set forth below:
(1) To consider and act upon a proposal to elect a Board of Trustees
____ FOR all nominees listed below ____ WITHHOLD AUTHORITY to
vote for all nominees
____ FOR all nominees listed below listed below
except for those whose names have
been stricken.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY OR ALL OF THE
NOMINEES, STRIKE A LINE THROUGH THE NAMES OF SUCH NOMINEE(S) BELOW.)
Arthur L. Berman, James B. Grecco, Raymond Konrad, Robert A. Nesher,
Christine H. Yackman
This Proxy will be voted as indicated above. If no indication is made, this
Proxy will be voted FOR the proposal set forth above. The undersigned
acknowledges receipt with this proxy of a copy of the Notice of Special Meeting
of Shareholders and the Proxy Statement of the Board of Trustees.
<TABLE>
<CAPTION>
Please Date: Date: _________________, 1995
-----------
<S> <C> <C> <C>
Please print and sign your name in
the space provided to authorize
the voting of your shares as indicated ________________________________ ____________________________________
and return promptly. If signing is by attorney, (Signature of Shareholder) (Co-owner signature, if any)
executor, administrator, trustee or
guardian,please sign your name
and title. For joint accounts,
each joint owner must sign. _______________________________ _____________________________________
(Printed Name of Shareholder) (Printed name of co-owner, if any)
</TABLE>
PLEASE COMPLETE, SIGN, DATE, AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
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