<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))
[ _ ] Definitive Proxy Statement
[ X ] 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 (previously paid with the filing of the
Definitive Proxy Statement on December 20, 1995).
[ _ ] $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>
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
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 1-800-932-7782. 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>
THE PILLAR FUNDS
680 EAST SWEDESFORD ROAD
WAYNE, PA 19087
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, on Friday,
February 9, 1996 at 3:30 p.m., Eastern time to consider and act on 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).
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.
January 4, 1996
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.
<PAGE>
THE PILLAR FUNDS
680 EAST SWEDESFORD ROAD
WAYNE, PA 19087
-----------------
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, 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 921,720,038.157. 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 Trust's administrator, located at 680 East Swedesford Road,
Wayne, PA 19087, and (ii) the officers and employees of the United Jersey
Bank, the Trust'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 January 4, 1996.
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, 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, 680 East Swedesford Road, Wayne, PA 19087 or by calling 1-800-932-7782.
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,
1
<PAGE>
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 plurality 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.
2
<PAGE>
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.
<TABLE>
<CAPTION>
SHARES OF THE
TRUST
BENEFICIALLY
BUSINESS EXPERIENCE OWNED AS OF
NAME AND POSITION DURING THE PAST FIVE YEARS, NOVEMBER 30,
WITH THE TRUST AGE INCLUDING ALL TRUSTEESHIPS 1995 PERCENTAGE
----------------- --- ---------------------------- ------------- ----------
<S> <C> <C> <C> <C>
Arthur L. Berman 68 President, Bertek, Inc. 51,284.209 **
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.
49 Retired since 1994. Director, 0 **
Robert A. Nesher* Executive Vice President of SEI
Trustee and Chairman of Corporation 1986-94. Director and
the Board of Trustees Executive Vice President of the
since 1991 Administrator and Distributor 1981-94.
Christine H. Yackman 34 Executive and Corporate Officer, 10,633,306.05 **
Nominee for Trustee 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.
3
<PAGE>
SHAREHOLDER APPROVAL OF THE ELECTION OF TRUSTEES
The favorable vote of a plurality 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>
SHARES OF THE TRUST
BUSINESS EXPERIENCE DURING BENEFICIALLY OWNED
POSITION WITH THE PAST FIVE YEARS, AS OF DECEMBER 12,
NAME THE TRUST AGE INCLUDING ALL TRUSTEESHIPS 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, ***
Assistant Secretary General Counsel of SEI
since 1993. Corporation, the Manager and
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.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SHARES OF THE TRUST
BUSINESS EXPERIENCE DURING BENEFICIALLY OWNED
POSITION WITH THE PAST FIVE YEARS, AS OF DECEMBER 12,
NAME THE TRUST AGE INCLUDING ALL TRUSTEESHIPS 1995**
---- ------------------- --- ---------------------------- -------------------
<S> <C> <C> <C> <C>
Robert B. Carroll Vice President and 35 Vice President and Assistant ***
Assistant Secretary Secretary of SEI
since 1994. Corporation, the 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
since 1994. Corporation, the Manager and
Distributor since 1994.
Associate, Morgan, Lewis &
Bockius LLP (law firm),
1989-94.
Joseph M. Lydon Vice President and 36 Director of Business ***
Assistant Secretary Administration of Fund
since 1995. Resources, a division of SEI
Corporation since 1995. Vice
President of Fund Group and
Vice President of Dreman
Value Management (investment
adviser), President of
Dreman Financial Services,
Inc. prior to 1995.
Todd Cipperman Vice President and 29 Vice President and Assistant ***
Assistant Secretary Secretary of SEI
since 1995. Corporation, the Manager and
Distributor since 1995.
Associate, Dewey Ballantine
(law firm), 1994-95.
Associate, Winston & Strawn
(law firm), 1991-94.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
SHARES OF THE
BUSINESS EXPERIENCE DURING TRUST BENEFICIALLY
POSITION WITH THE PAST FIVE YEARS, INCLUDING OWNED AS OF
NAME THE TRUST AGE ALL TRUSTEESHIPS DECEMBER 12, 1995**
---- ------------------- --- ------------------------------ -------------------
<S> <C> <C> <C> <C>
Richard W. Grant Secretary since 50 Partner of Morgan, Lewis & ***
1991. 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 SEI
since 1991. Corporation, the Manager and
Distributor since 1983.
Stephen G. Meyer* Controller and 30 Vice President and ***
Chief Financial Controller of Fund
Officer since 1995. Resources, a division of SEI
Corporation, March 1995-
Present. Director--Internal
Audit and Risk Management--
SEI 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.
6
<PAGE>
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.
COMPENSATION TABLE
<TABLE>
<CAPTION>
TOTAL COMPENSATION
FROM REGISTRANT AND
FUND COMPLEX PAID
AGGREGATE PENSION OR RETIREMENT ESTIMATED ANNUAL TO TRUSTEES FOR THE
NAME OF PERSON, COMPENSATION FROM BENEFITS ACCRUED AS BENEFITS UPON FISCAL YEAR ENDED
POSITION REGISTRANT/(1)/ PART OF FUND EXPENSES RETIREMENT DECEMBER 31, 1994 /(1)(2)/
--------------- ----------------- --------------------- ---------------- -----------------------------
<S> <C> <C> <C> <C>
Donald Mann,
Trustee***/**** $3,500 N/A N/A $3,500
Thomas Ehrhart,
Trustee*/**** $7,000 N/A N/A $7,000
Raymond Konrad,
Trustee $7,000 N/A N/A $7,000
Pasquale V. Mazzarulli,
Trustee** $5,250 N/A N/A $5,250
Robert A. Nesher,
Trustee**** $ 0 N/A N/A $ 0
</TABLE>
- --------
/(1)/ Amounts do not include travel expenses.
/(2)/ The rules of the Securities and Exchange Commission require separate
disclosure of compensation of trustees for service on all investment
companies within a "Fund Complex." In this instance the Trust constitutes
the entire "Fund Complex" so the amounts set forth in this column are the
same as those set forth in the first column.
* The Trust is not aware of any transactions in securities issued by the
Adviser prior to Mr. Ehrhart's retirement on May 22, 1995.
** Retired effective December 11, 1995.
*** The Trust is not aware of any transactions in securities issued by the
Adviser prior to Mr. Mann's retirement on December 7, 1994.
**** A Trustee who is an "interested person" as defined in the Investment
Company Act of 1940, as amended.
7
<PAGE>
There were four meetings of the Board of Trustees held during the fiscal
year ended December 31, 1994. In such fiscal year, all current 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 (after the
retirement of Messrs. Ehrhart* and Mazzarulli) are Messrs. Konrad and Nesher*.
The Audit Committee met twice during the fiscal year ended December 31, 1994.
In such fiscal year, all members attended 100% of the meetings of the Audit
Committee held during their respective terms.
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
</TABLE>
- --------
* A Trustee who is an "interested person" as defined in the Investment Company
Act of 1940, as amended.
8
<PAGE>
<TABLE>
<CAPTION>
AMOUNT OF
BENEFICIAL PERCENT OF
FUND NAME AND ADDRESS OWNERSHIP BENEFICIAL OWNERSHIP
---- ---------------- -------------- --------------------
<S> <C> <C> <C>
Newark Beth Israel 449,482.55 15.08%
Medical Center
201 Lyons Avenue
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
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 498,561.73 7.25%
& Spicer
800 Alexander Park
Princeton, NJ 08543
Tax-Exempt Money Market:
Class A Shares United Jersey Bank 168,788,751.20 98.74%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
AMOUNT OF
BENEFICIAL PERCENT OF
FUND NAME AND ADDRESS OWNERSHIP BENEFICIAL OWNERSHIP
---- ---------------- ------------- --------------------
<S> <C> <C> <C>
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 Cagnialosi 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
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
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
AMOUNT OF
BENEFICIAL PERCENT OF
FUND NAME AND ADDRESS OWNERSHIP BENEFICIAL OWNERSHIP
---- ---------------- ------------- --------------------
<S> <C> <C> <C>
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 36.47%
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
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
AMOUNT OF
BENEFICIAL PERCENT OF
FUND NAME AND ADDRESS OWNERSHIP BENEFICIAL OWNERSHIP
---- ---------------- ------------- --------------------
<S> <C> <C> <C>
United Jersey Bank 183,554.909 7.07%
c/o Eagle Trust Company
Attn: Suzanne Levy
680 East Swedesford Road
Wayne, PA 19087
Intermediate Term
Government Securities:
Class A Shares United Jersey Bank 449,134.30 15.86%
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
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
AMOUNT OF
BENEFICIAL PERCENT OF
FUND NAME AND ADDRESS OWNERSHIP BENEFICIAL OWNERSHIP
---- ---------------- ------------- --------------------
<S> <C> <C> <C>
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 380,114,388 42.74%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
United Jersey Bank 439,869.498 49.45%
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
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
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
AMOUNT OF
BENEFICIAL PERCENT OF
FUND NAME AND ADDRESS OWNERSHIP BENEFICIAL OWNERSHIP
---- ---------------- ----------- --------------------
<S> <C> <C> <C>
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
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
AMOUNT OF
BENEFICIAL PERCENT OF
FUND NAME AND ADDRESS OWNERSHIP BENEFICIAL OWNERSHIP
---- ---------------- ------------- --------------------
<S> <C> <C> <C>
United Jersey Bank 114,082.215 13.24%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
U.S. Treasury Plus
Money Market:
Class A Shares John Zucarelli, 10,883,100.08 14.15%
Lillian 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.
REQUIRED VOTE
Approval of the Proposal requires the affirmative vote of a plurality of the
shares voted at a Meeting at which a majority of the Shares entitled to vote
are present in person or represented by proxy.
Abstentions and "broker non-votes" will not be counted for or against any
Proposal to which it relates, but will be counted for purposes of determining
whether a quorum is present.
DISTRIBUTION
SEI Financial Services Company ("SFS"), a wholly-owned subsidiary of SEI
Corporation, 680 East Swedesford Road, Wayne, PA 19087, acts as the
Distributor of the Trust's shares pursuant to a Distribution Agreement dated
February 28, 1992, between the Trust and SFS.
15
<PAGE>
ADJOURNMENT
In the event that sufficient votes in favor of the Proposal set forth in the
Notice of the Special Meeting are not received by the time scheduled for the
meeting, the persons named as proxies may propose one or more adjournments of
the meeting for a period or periods of not more than 60 days in the aggregate
to permit further solicitation of proxies with respect to any of such
Proposal. Any such adjournment will require the affirmative vote of a majority
of the votes cast on the question in person or by proxy at the session of the
meeting to be adjourned. The persons named as proxies will vote in favor of
such adjournment those proxies which they are entitled to vote in favor of
such Proposals. They will vote against any such adjournment those proxies
required to be voted against any such Proposals. The costs of any such
additional solicitation and of any adjourned session will be borne by the
Trust.
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: January 4, 1996
16
