<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
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(Exact name of registrant as specified in its charter)
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(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 filing fee paid previously with the preliminary filing.
[ ] $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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: /1/
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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/1/ Set forth the amount on which the filing fee is calculated and state how it
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was determined.
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IMPORTANT SHAREHOLDER INFORMATION
The Pillar Funds
The document you hold in your hands contains your proxy statement
and proxy cards(s). 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(s), 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 three important proposals 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 January 25, 1996.
A Special Meeting of the Shareholders of The Pillar Funds has been
scheduled for March 1, 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(s) that accompanies the attached proxy statement.
The attached proxy statement is designed to give you further information
relating to the proposals on which you are asked to vote. We encourage you to
support the Trustees' recommendations. The proposals described in the proxy
statement relate to the following matters:
1. To consider and act upon a proposal to approve a new Investment
Advisory Agreement between United Jersey Bank ("UJB") and the Trust
with respect to all Funds, other than the International Growth Fund.
2. To consider and act upon a proposal to approve a new Investment
Advisory Agreement between UJB and the Trust with respect to the
International Growth Fund.
3. To consider and act upon a proposal to approve a new Investment Sub-
Advisory Agreement among UJB, Wellington Management Company and the
Trust with respect to the International Growth Fund.
Your vote is important to us. Please mark, sign, and date the enclosed
proxy card(s) and return it as soon as possible. For your convenience, we have
enclosed a self-addressed stamped envelope. If you have questions about the
proposals please call 1-800-932-7782. Thank you for taking the time to consider
these important proposals and for your investment in The Pillar Funds.
Sincerely,
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
March 1, 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, PA 19087, on March 1, 1996 at 3:30
p.m., Eastern time.
At the Meeting, Shareholders of the Trust will be asked to consider and act upon
proposed new investment advisory and investment sub-advisory agreements with the
Trust's current advisor United Jersey Bank ("UJB") and the current sub-advisor
to the International Growth Fund, Wellington Management Company ("WMC"). As
described in the proxy statement, approval of the new investment advisory
agreements and investment sub-advisory agreement is appropriate for technical
legal reasons related to the proposed merger between UJB's parent, UJB Financial
Corp., and The Summit Bancorporation. It is contemplated that, in connection
with this merger, UJB will be renamed "Summit Bank." This name change has no
effect on the proposed new agreements. The enclosed proxy card(s) permits
Shareholders of each Fund to vote either for or against the new advisory
agreements with UJB and, in the case of the International Growth Fund, allows
Shareholders to vote for or against both Proposals separately. The specifics of
these Proposals, which are more fully described in the attached Proxy Statement,
are as follows:
1. To approve the selection of UJB either under its current name or under
the new name of "Summit Bank," as investment advisor to all Funds,
other than the International Growth Fund, and to approve a new
Investment Advisory Agreement between the Trust and UJB.
2. To approve the selection of UJB either under its current name or under
the new name of "Summit Bank," as investment advisor to the
International Growth Fund, and to approve a new Investment Advisory
Agreement between the Trust, on behalf of the International Growth
Fund, and UJB.
3. To approve the selection of WMC as the sub-advisor to the
International Growth Fund, and to approve a new Investment Sub-
Advisory Agreement among UJB, either under its current name or under
the new name of "Summit Bank," WMC and the Trust relating to this
Fund.
The proxies are authorized to vote on such other business as may properly
come before the Meeting in accordance with their own discretion.
By Order of the Board of Trustees
Richard W. Grant, Secretary
All Shareholders are cordially invited to attend the Meeting. However, if
you are unable to attend the Meeting, you are requested to mark, sign and date
the enclosed Proxy Card(s) and return it promptly in the enclosed, postage-
paid envelope so that the Meeting may be held and the maximum number of shares
may be voted.
Shareholders of record at the close of business on January 25, 1996, are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
March 1, 1996
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WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE
COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD(S). A POSTAGE PAID
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE SO THAT YOU MAY RETURN YOUR PROXY
CARD(S) AS SOON AS POSSIBLE. IT IS MOST IMPORTANT AND IN YOUR INTEREST FOR YOU
TO SIGN YOUR PROXY CARD(S) 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.
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<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 March 1, 1996 at
3:30 p.m. Eastern time at the offices of SEI Financial Management Corporation,
680 East Swedesford Road, Wayne, PA 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
January 25, 1996 (the "Shareholders") are entitled to vote at the Meeting. The
table below sets forth the approximate number of units of beneficial interest
("shares") issued and outstanding for each Fund:
<TABLE>
<CAPTION>
Shares Outstanding
Fund As of January 25, 1996
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<S> <C>
U.S. Treasury Securities Money Market Fund
Class A 380,695,879.600
Class B 3,325,943.970
Prime Obligation Money Market Fund
Class A 306,323,573.730
Class B 7,907,177.430
Tax-Exempt Money Market Fund
Class A 65,029,386.570
Class B 3,477,267.090
Short-Term Money Market Fund
Class A 3,078,653.000
Class B 205,940.690
Fixed Income Fund
Class A 10,877,218.170
Class B 571,904.624
New Jersey Municipal Securities Fund
Class A 2,540,856.436
Class B 2,380,850.461
Intermediate-Term Government Securities Fund
Class A 2,875,878.539
Class B 354,435.589
Equity Value Fund
Class A 6,630,868.521
Class B 611,837.059
Equity Income Fund
Class A 3,422,105.048
Class B 772,727.357
Mid Cap Value Fund
Class A 3,430,682.641
Class B 446,092.791
Balanced Growth Fund
Class A 2,769,747.182
Class B 704,391.820
Pennsylvania Municipal Securities Fund
Class A 334,795.898
Class B 26,345.767
GNMA Fund
Class A 877,732.683
Class B 177,255.668
U.S. Treasury Securities Plus Money Market Fund
Class A 73,571,027.490
International Growth Fund
Class A 962,204.734
Class B 63,784.188
</TABLE>
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, (ii) the officers and employees of the United Jersey Bank, the
Trust's investment advisor, located at 210 Main Street, Hackensack, NJ 07601,
or (iii) third parties hired for the purpose 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 UJB. The proxy card(s)
and this Proxy Statement are being mailed to Shareholders on or about February
9, 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, PA 19087, by properly executing a later-dated
proxy, or by attending the Meeting and voting in person.
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<PAGE>
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.
INTRODUCTION
The Trust is organized as a Massachusetts business trust and is not
required to hold annual meetings of Shareholders. This Meeting is a special
meeting and is being called in order to permit the Shareholders of the Trust to
vote on the approval of new investment advisory agreements with the current
advisor and to permit the Shareholders of the International Growth Fund to vote
on a new sub-advisory agreement with its current sub-advisor. These new
agreements are considered appropriate because consummation of the merger
transactions involving the Trust's advisor and its parent that are described
below might be deemed under the Investment Company Act of 1940 (the "1940 Act")
to cause termination of the current advisory and the sub-advisory agreements.
This Proxy Statement solicits votes on proposals affecting more than one
Fund as set forth below. Shareholders may vote only on those proposals
affecting the Fund(s) of which they are Shareholders. The table below sets
forth the specifics of each proposal and indicates the Fund(s) affected by each:
PROPOSALS
<TABLE>
<CAPTION>
===============================================================================
Proposal Fund
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<S> <C>
1. To approve the All Funds, except the International Growth Fund
continuation of
United Jersey Bank,
either under its
current name or under
the new name of "Summit
Bank," as investment
advisor to all Funds,
other than the
International Growth
Fund, and to approve the
new Investment Advisory
Agreement between the
Trust and the Bank that
is Attachment A to
this proxy statement.
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2. To approve the International Growth Fund
continuation of
United Jersey Bank,
either under its
current name or under
the new name of "Summit
Bank," as investment
advisor to the
International Growth Fund
and to approve the new
Investment Advisory
Agreement between the
Trust and the Bank that
is Attachment B to this
proxy statement.
===============================================================================
</TABLE>
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<PAGE>
<TABLE>
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<S> <C>
3. To approve the International Growth Fund
continuation of
Wellington Management
Company as sub-advisor
to the International
Growth Fund and to
approve the new Investment
Sub-Advisory Agreement
among United Jersey Bank,
either under its current
name or under the new
name of "Summit Bank,"
Wellington Management
Company and the Trust
relating to the
International Growth Fund
that is Attachment C to
this proxy statement.
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</TABLE>
The Proposed Transaction
The Trust's investment advisor is United Jersey Bank ("UJB") through its
United Jersey Bank Investment Management Division. UJB is a wholly-owned
subsidiary of UJB Financial Corp. ("Financial Corp."), a New Jersey corporation
and a registered bank holding company.
On September 11, 1995, Financial Corp. announced the signing of a
definitive agreement to merge (the "Merger") with The Summit Bancorporation
("Summit"). On January 12, 1996, Shareholders of both Financial Corp. and
Summit approved an Agreement and Plan of Merger (the "Merger Agreement") under
which Summit would be merged with and into Financial Corp. Financial Corp.
expects that regulatory approvals will be received and that the merger will be
consummated before the end of March, 1996.
At the effective time of the Merger, Summit will be merged with and into
Financial Corp. and the name of Financial Corp. will be changed to "Summit
Bancorp." In the Merger Agreement, Financial Corp. has agreed to merge Summit
Bank, a wholly-owned New Jersey chartered bank subsidiary of Summit with and
into UJB under the name "Summit Bank" as soon as reasonably practicable.
At the effective time of the Merger, each outstanding share of Summit
common stock, other than shares beneficially owned by Financial Corp. or a
subsidiary (other than shares of Summit common stock held in a fiduciary
capacity or as a result of debts previously contracted, if any, and treasury
shares of Summit) will be converted into and represent the right to receive full
shares of Financial Corp. common stock, and cash in lieu of any fractional
shares resulting from the conversion, based on the exchange ratio of 0.90 shares
of Financial Corp. common stock for each share of Summit common stock, subject
to anti-dilution adjustment in the event of changes in the capitalization of
Financial Corp. In order to effectuate the Merger, Financial Corp. will issue up
to 35,820,273 shares of common stock. As of September 30, 1995 there were
57,581,872 shares of Financial Corp. common stock outstanding.
As required by the 1940 Act, the Investment Advisory Agreements between UJB
and the Trust (the "Existing Investment Advisory Agreement") terminate
automatically upon their "assignment". The definition of an assignment in the
1940 Act includes any transfer of a controlling block of voting securities of
the advisor. The 1940 Act also provides that any owner of more than 25% of the
voting securities of a company is presumed to control that company. Since the
Financial Corp. common stock issued in connection with the Merger will
constitute more than 25% of the total number of shares of Financial Corp.
outstanding after the Merger, the foregoing transactions could be deemed to
constitute an assignment of the Existing Investment Advisory Agreements. UJB
and the Trust believe that the Merger should not be treated as constituting an
assignment. Nevertheless, Shareholders of the Trust are being asked to approve
new investment advisory agreements (each, a "New Investment Advisory Agreement")
to take effect at the time of the Merger and obviate any potential claim that
the Existing Investment Advisory Agreements will be terminated by the Merger.
Each New Investment Advisory Agreement will be dated the later of (i) the date
of approval of the New Investment Advisory Agreement or (ii) the date of
consummation of the Merger.
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<PAGE>
Wellington Management Company ("WMC") acts as sub-advisor to the
International Growth Fund. The Investment Sub-Advisory Agreement among UJB, WMC
and the Trust (the "Existing Investment Sub-Advisory Agreement") terminates
automatically upon termination of UJB's advisory agreement with the Trust.
Accordingly, approval of a new sub-advisory agreement ("New Investment Sub-
Advisory Agreement") among UJB, WMC and the Trust is also being requested.
The proposals set forth in this Proxy Statement relate to the New
Investment Advisory Agreements and New Investment Sub-Advisory Agreement. The
terms of the New Investment Advisory Agreements and New Investment Sub-Advisory
Agreement are not different in any material way from those of the Existing
Investment Advisory Agreements and Existing Investment Sub-Advisory Agreement
with respect to duties, fees and the standard of care, except that the new
agreements will provide that the current advisor and sub-advisor may, if they
continue to serve in those capacities during any period between the Merger and
approval of new agreements, receive as compensation under the new agreements an
amount equal to the fees they would normally receive during such period pursuant
to the Existing Investment Advisory or Sub-Advisory Agreements. This provision
assures that UJB and WMC will be compensated for their services during such
period even if it should be determined that an assignment of the Existing
Investment Advisory Agreements occurred. Providing for such compensation should
not have any material impact on the net asset value per share or expense ratio
of any of the Funds because the Funds will continue to accrue for advisory fees
at the current rate during any such period.
Trustees' Considerations Regarding the Proposed Transaction and the New
Agreements
Consummation of the Merger is subject to satisfaction of certain
conditions, including the receipt of all necessary regulatory approvals. The
Merger may be abandoned at any time prior to the closing date by the mutual
consent of the parties or upon the occurrence of other events specified in the
Merger Agreement.
If the Merger is not completed, the Existing Investment Advisory Agreements
and the Existing Sub-Investment Advisory Agreement will remain in effect. In the
event the Merger is consummated and the New Investment Advisory Agreements and
New Investment Sub-Advisory Agreement are not approved, the Board of Trustees
will consider what further action should be taken.
As noted, the Merger may be deemed to result in an assignment of the
Existing Investment Advisory Agreements. Moreover, Financial Corp., the parent
of UJB, may, as a result of the Merger with Summit, be deemed to have received a
benefit in connection with such assignment. The 1940 Act expressly permits the
receipt by an investment advisor or its affiliates of a benefit in connection
with assignment of an advisory agreement with an investment company so long as
two conditions are satisfied. First, no "unfair burden" may be imposed on the
investment company as a result of the transaction relating to the change of
control, or any express or implied terms, conditions or understandings
applicable thereto. The term "unfair burden", as defined in the 1940 Act,
includes any arrangement during the two-year period after the change in control
whereby the investment advisor (or predecessor or successor advisor), or any
interested person of any such advisor, receives or is entitled to receive any
compensation, directly or indirectly, from the investment company or its
security holders (other than fees for bona fide investment advisory or other
services) or from any person in connection with the purchase or sale of
securities or other property to, from, or on behalf of the investment company
(other than fees for bona fide principal underwriting services). The second
condition is that, during the three-year period immediately following
consummation of the transaction, at least 75% of the investment company's board
of trustees must not be "interested persons" of the advisor within the meaning
of the 1940 Act.
None of the current members of the Board of Trustees of the Trust and none
of the nominees proposed for election to the Board of Trustees at the special
meeting of Trust Shareholders scheduled for February 9, 1996 is an interested
person of UJB. Additionally, the Board of Trustees of the Trust has received
assurance from UJB that no "unfair burden" will be imposed on the Funds as a
result of the Merger. After careful review and consideration,
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<PAGE>
the Trust's Board of Trustees has concluded that the Merger will provide
significant value to the Trust and its Shareholders and will enable the Trust to
participate in the expanded opportunities for growth that the Merger will make
possible.
The Trustees of the Trust reviewed and unanimously approved the New
Investment Advisory Agreements and New Investment Sub-Advisory Agreement,
subject to Shareholder approval, in person at a meeting held on January 22, 1996
and have directed that they be submitted to the Shareholders of the Trust
(Shareholders of the International Growth Fund only in the case of the New
Investment Sub-Advisory Agreement) for their approval. The Board of Trustees
believes that the terms of the New Investment Advisory Agreements and New
Investment Sub-Advisory Agreement are fair to, and in the best interest of, the
Trust, the Funds, and the Shareholders. The Board of Trustees, including all of
the non-interested Trustees, recommends approval by Shareholders of the New
Investment Advisory Agreements between UJB and the Trust, and the New Investment
Sub-Advisory Agreement between UJB and WMC.
In making this recommendation, the Trustees carefully evaluated the
experience of UJB's and WMC's key personnel, the quality of services UJB and WMC
are expected to provide to the Funds, and a number of related factors,
including: (1) the performance of the Funds since commencement of operations;
(2) the nature of the services expected to be rendered to the Funds by UJB and
WMC; (3) the distinct investment objectives and policies of the Funds; (4) the
compensation payable to UJB by the Funds under the New Investment Advisory
Agreements and payable by UJB to WMC under the New Investment Sub-Advisory
Agreement; (5) the terms of the Existing Investment Advisory Agreements and the
Existing Investment Sub-Advisory Agreement; (6) the history, reputation,
qualification and background of UJB and WMC, as well as the qualifications of
their personnel and their respective financial conditions; (7) the commitment of
UJB to pay or reimburse the Trust for the expenses of the Trust incurred in
connection with the proposed transaction; (8) the benefits expected to be
realized as a result of the combination of UJB and Summit Bank; and (9) other
factors deemed relevant.
It is expected that, following the Merger, there will be no dilution in the
scope and quality of advisory and sub-advisory services provided to the Funds
and there will be no disruption of advisory services provided to the Funds. The
Trustees, including all members of the Board of Trustees who are not interested
persons of the Trust, UJB, or WMC have concluded that UJB and WMC will be fully
capable of performing the services contemplated by the New Investment Advisory
Agreements and New Investment Sub-Advisory Agreement, and have recommended that
the New Investment Advisory Agreements and New Investment Sub-Advisory Agreement
be approved by the Shareholders of the Funds.
PROPOSAL 1: APPROVAL OF THE SELECTION OF UJB AS INVESTMENT ADVISOR TO EACH FUND
OF THE TRUST, OTHER THAN THE INTERNATIONAL GROWTH FUND, AND
APPROVAL OF THE RELATED NEW INVESTMENT ADVISORY AGREEMENT
BETWEEN THE TRUST AND UJB.
The Board of Trustees is recommending that Shareholders of the Funds
approve the selection of UJB to serve as investment advisor to the Funds after
the Merger, and approve the New Investment Advisory Agreement between The Trust,
with respect to each Fund other than the International Growth Fund, and UJB.
Other than the contemplated change in the name of the advisor from UJB to Summit
Bank, the provision assuring continuity of compensation and the effective and
termination dates, there are no material differences between the Existing and
New Investment Advisory Agreements for the Funds. The Trustees believe that
approval of the New Investment Advisory Agreement with UJB will provide the
Funds with continuity of investment management services, and is in the best
interest of Shareholders.
Description of the Existing and New Investment Advisory Agreements
UJB currently serves as the advisor to each of the Funds other than the
International Growth Fund pursuant to the Existing Investment Advisory Agreement
between the Trust and UJB dated February 28, 1992. Under the
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<PAGE>
Existing Investment Advisory Agreement, UJB makes the day-to-day investment
decisions for the assets of the Funds, subject to the supervision of, and
policies established by, the Trustees of the Trust. The Existing Investment
Advisory Agreement was approved by the initial shareholders of the Trust on
February 22, 1992. The form of the New Investment Advisory Agreement between
the Trust and UJB is attached to this Proxy Statement as Attachment A and the
description of the New Investment Advisory Agreement set forth in this Proxy
Statement is qualified in its entirety by reference to Attachment A.
Under the Existing Investment Advisory Agreement, UJB shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the
Funds in connection with the performance of its obligations under the Agreement
or a loss resulting from UJB's wilful misfeasance, bad faith or gross negligence
in the performance of its duties, or from reckless disregard of its obligations
and duties under the Agreement except as otherwise provided by state law that
may not be waived or altered contractually. UJB will be subject to the same
standard of care under the New Investment Advisory Agreement.
The continuance of the Existing Investment Advisory Agreement, after the
first two years, must be specifically approved at least annually (i) by the vote
of a majority of the Trustees who are not parties to the Agreement or
"interested persons" of any party thereto, cast in person at a meeting called
for the purpose of voting on such approval, and (ii) by the vote of the Trustees
or a majority of outstanding shares of the Funds, as defined in the 1940 Act.
The Existing Investment Advisory Agreement will terminate automatically in the
event of its assignment, and is terminable at any time without penalty by the
Trust on not less than 30 days' nor more than 60 days' written notice, or by UJB
on 90 days' written notice to the Trust. The New Investment Advisory
Agreement's approval and termination provisions are identical to the those of
the Existing Investment Advisory Agreement.
UJB is entitled to a fee, which is calculated and paid monthly, based on an
annual percentage of net assets of the respective Funds as follows: U.S.
Treasury Securities Money Market Fund, .35%; Prime Obligation Money Market Fund,
.35%; Tax-Exempt Money Market Fund, .35%; Short-Term Investment Fund, .60%;
Fixed Income Fund, .60%; Intermediate-Term Government Securities Fund, .60%; New
Jersey Municipal Securities Fund, .60%; Equity Value Fund, .75%; Equity Income
Fund, .75%; Mid Cap Value Fund, .75%; Balanced Growth Fund, .75%; Pennsylvania
Municipal Securities Fund .60%; GNMA Fund .60% and U.S. Treasury Securities Plus
Money Market Fund .15%. UJB will be entitled to receive the same fees under the
New Investment Advisory Agreement, except that, if UJB continues to provide
investment advisory services during any period between the Merger and entry into
the New Investment Advisory Agreement, UJB will be entitled to receive its
normal fee, even if the Merger is determined to have caused termination of the
Existing Investment Advisory Agreement. This provision should not have any
material impact on the net asset value per share or expense ratio of any of the
Funds because the Funds will continue to accrue for advisory fees at the current
rate during any period between the Merger and entry into the New Investment
Advisory Agreement.
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR PROPOSAL 1.
---
PROPOSAL 2: APPROVAL OF THE SELECTION OF UJB AS INVESTMENT ADVISOR TO THE
INTERNATIONAL GROWTH FUND OF THE TRUST AND APPROVAL OF THE RELATED
NEW INVESTMENT ADVISORY AGREEMENT BETWEEN THE TRUST AND UJB.
The Board of Trustees is recommending that Shareholders of the
International Growth Fund approve the selection of UJB to serve as investment
advisor to the International Growth Fund after the Merger, and approve the New
Investment Advisory Agreement between The Trust, with respect to the
International Growth Fund, and UJB. Other than the contemplated change in the
name of the advisor from UJB to Summit Bank, the provision assuring continuity
of compensation and the effective and termination dates, there are no material
differences between the Existing and New Investment Advisory Agreements for the
Fund. The Trustees believe that approval of the New
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<PAGE>
Investment Advisory Agreement with UJB will provide the Fund with continuity of
investment management services, and is in the best interest of Shareholders.
Description of the Existing Investment Advisory Agreement Between the Trust and
UJB and the New Investment Advisory Agreement Between the Trust and UJB
UJB currently serves as the advisor to the International Growth Fund
pursuant to the Existing Investment Advisory Agreement between the Trust and UJB
dated April 28, 1995. Under the Existing Investment Advisory Agreement, UJB
makes the day-to-day investment decisions for the assets of the Fund, subject to
the supervision of, and policies established by, the Trustees of the Trust. The
Existing Investment Advisory Agreement was approved by the initial shareholder
of the Fund on April 27, 1995. The form of the New Investment Advisory
Agreement between the Trust and UJB, is attached to this Proxy Statement as
Attachment B and the description of the New Investment Advisory Agreement set
forth in this Proxy Statement is qualified in its entirety by reference to
Attachment B.
Under the Existing Investment Advisory Agreement, UJB shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the
International Growth Fund in connection with the performance of its obligations
under the Agreement or for the performance of its obligations by any Sub-Advisor
or a loss resulting from UJB's wilful misfeasance, bad faith or gross negligence
in the performance of its duties, or from reckless disregard of its obligations
and duties under the Agreement except as otherwise provided by state law that
may not be waived or altered contractually. UJB will be subject to the same
standard of care under the New Investment Advisory Agreement.
The continuance of the Existing Investment Advisory Agreement, after
February 28, 1997, must be specifically approved at least annually (i) by the
vote of a majority of the Trustees who are not parties to the Agreement or
"interested persons" of any party thereto, cast in person at a meeting called
for the purpose of voting on such approval, and (ii) by the vote of the Trustees
or a majority of outstanding shares of the International Growth Fund, as defined
in the 1940 Act. The Existing Investment Advisory Agreement will terminate
automatically in the event of its assignment, and is terminable at any time
without penalty by the Trust on not less than 60 days' written notice, or by UJB
on 60 days' written notice to the Trust. The New Investment Advisory
Agreement's approval and termination provisions in substance are identical to
the those of the Existing Investment Advisory Agreement so the New Investment
Advisory Agreement will have an initial term of two years from the date of
execution.
UJB is entitled to a fee, which is calculated and paid monthly, based on an
annual rate of 1.00% of the Fund's average daily net assets. UJB will be
entitled to receive the same fees under the New Investment Advisory Agreement,
except that, if UJB continues to provide investment advisory services during any
period between the Merger and entry into the New Investment Advisory Agreement,
UJB will be entitled to receive its normal fee even if the Merger is determined
to have caused termination of the Existing Investment Advisory Agreement. This
provision should not have any material impact on the net asset value per share
or expense ratio of the Fund because the Fund will continue to accrue for
advisory fees at the current rate during any period between the Merger and entry
into the New Investment Advisory Agreement.
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR PROPOSAL 2.
---
-10-
<PAGE>
PROPOSAL 3: APPROVAL OF WELLINGTON MANAGEMENT COMPANY AS SUB-ADVISOR TO THE
INTERNATIONAL GROWTH FUND AND APPROVAL OF THE NEW INVESTMENT SUB-
ADVISORY AGREEMENT BETWEEN WELLINGTON MANAGEMENT COMPANY AND UJB
RELATING TO THE INTERNATIONAL GROWTH FUND.
The Board of Trustees is recommending that Shareholders of the
International Growth Fund approve the selection of WMC to serve as investment
sub-advisor to that Fund after the Merger, and approve the New Investment Sub-
Advisory Agreement between WMC and UJB. Other than the provision assuring
continuity of compensation and the effective and termination dates, there are no
material differences between the Existing and New Investment Sub-Advisory
Agreements for the Fund. The Trustees believe that approval of the New
Investment Sub-Advisory Agreement with WMC will provide the Fund with continuity
of investment management services, and is in the best interest of the
Shareholders of the Fund.
Description of the Existing Investment Sub-Advisory Agreement Between UJB and
WMC
WMC currently serves as the sub-advisor to the International Growth Fund
pursuant to the Existing Investment Sub-Advisory Agreement among UJB, WMC and
the Trust dated April 28, 1995. Under the Existing Investment Sub-Advisory
Agreement, WMC makes the day-to-day investment decisions for the assets of the
Fund, subject to the supervision of, and policies established by, UJB and the
Trustees of the Trust. The Existing Investment Sub-Advisory Agreement was
approved by the initial Shareholder of the Fund on April 27, 1995. The form of
the New Investment Sub-Advisory Agreement among UJB, WMC and the Trust relating
to the International Growth Fund is attached to this Proxy Statement as
Attachment C and the description of the New Investment Sub-Advisory Agreement
set forth in this Proxy Statement is qualified in its entirety by reference to
Attachment C.
Under the Existing Investment Sub-Advisory Agreement, WMC shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Fund or any advisor in connection with the performance of its obligations
under the Agreement, except a loss resulting from a breach of fiduciary duty
with respect to compensation, or for a loss resulting from WMC's wilful
misfeasance, bad faith or gross negligence in the performance of its duties, or
from reckless disregard of its obligations and duties under the Agreement except
as otherwise provided by state law that may not be waived or altered
contractually. WMC will be subject to the same standard of care under the New
Investment Sub-Advisory Agreement.
The continuance of the Existing Investment Sub-Advisory Agreement, after
February 28, 1997, must be specifically approved at least annually (i) by the
vote of a majority of the Trustees who are not parties to the Agreement or
"interested persons" of any party thereto, cast in person at a meeting called
for the purpose of voting on such approval, and (ii) by the vote of the Trustees
or a majority of outstanding shares of the Fund, as defined in the 1940 Act.
The Existing Investment Sub-Advisory Agreement will terminate automatically in
the event of its assignment or termination of the Existing Investment Advisory
Agreement, and is terminable at any time without penalty by the Trust or UJB on
not less than 60 days' written notice, or by WMC on 60 days' written notice to
the Trust. The New Investment Sub-Advisory Agreement's approval and termination
provisions are in substance identical to the those of the Existing Investment
Sub-Advisory Agreement so the New Investment Sub-Advisory Agreement will have an
initial term of two years from the date of execution.
WMC is entitled to a fee, which shall be paid by UJB, for the services
provided and expenses assumed by WMC. The sub-advisory fee, which is calculated
daily and paid monthly, is based on an annual rate of .60% on the first $50
million, .45% on the next $100 million and .30% over $150 million of the Fund's
average daily net assets. WMC will be entitled to receive the same fees under
the New Investment Sub-Advisory Agreement, except that, if WMC continues to
provide investment advisory services during any period between the Merger and
entry into the New Investment Sub-Advisory Agreement, WMC will be entitled to
receive its normal fee, even if it is determined that the Merger resulted in
termination of the Existing Investment Sub-Advisory Agreement.
-11-
<PAGE>
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR PROPOSAL 3.
---
Information Regarding UJB and WMC
For the Trust's fiscal year ended December 31, 1995, the following advisory
fees were paid to (or waived by) the Advisor:
<TABLE>
<CAPTION>
================================================================================
Fund Fees Paid (000) Fee Waivers (000)
-------------------------------------------
1995 1995
- --------------------------------------------------------------------------------
<S> <C> <C>
U.S. Treasury Securities Money
Market Fund $1,380 $11
- -------------------------------------------------------------------------------
Prime Obligation Money Market
Fund $776 $11
- -------------------------------------------------------------------------------
Tax-Exempt Money Market Fund $161 $37
- -------------------------------------------------------------------------------
Short-Term Investment Fund $136 $53
- -------------------------------------------------------------------------------
Fixed Income Fund $549 $117
- -------------------------------------------------------------------------------
New Jersey Municipal Securities
Fund $69 $214
- -------------------------------------------------------------------------------
Intermediate-Term Government
Securities Fund $112 $78
- -------------------------------------------------------------------------------
Equity Value Fund $367 $208
- -------------------------------------------------------------------------------
Equity Income Fund $208 $136
- -------------------------------------------------------------------------------
Mid Cap Value Fund $191 $130
- -------------------------------------------------------------------------------
Balanced Growth Fund $167 $115
- -------------------------------------------------------------------------------
Pennsylvania Municipal Securities
Fund $0 $19
- -------------------------------------------------------------------------------
GNMA Fund $25 $31
- -------------------------------------------------------------------------------
U.S. Treasury Securities Plus
Money Market Fund $44 $41
- -------------------------------------------------------------------------------
International Growth Fund $41 $25
===============================================================================
</TABLE>
UJB also serves as the Trust's custodian and receives a fee, calculated
daily and paid monthly, at an annual rate of .025% for each Fund except for the
International Growth Fund with respect to which the annual rate is .17%.
Information Regarding UJB and its Affiliates
Financial Corp. commenced operations as a registered bank holding company
on October 1, 1970. Through its wholly-owned subsidiary banks, UJB and First
Valley Bank, Financial Corp. operated as of September 30, 1995, 290 banking
offices located in New Jersey and eastern Pennsylvania. Both subsidiary banks
are state-
-12-
<PAGE>
chartered banks and are engaged in a general banking business. They offer
demand and interest bearing deposit accounts, make business, real estate,
personal and installment loans and provide lease financing and trust fiduciary
services. Financial Corp.'s non-bank subsidiaries are engaged primarily in
discount brokerage, venture capital investment, commercial finance lending,
lease financing and reinsuring credit life and disability insurance policies
related to consumer loans made by the bank subsidiaries. At September 30, 1995,
Financial Corp. had total consolidated assets of $15.5 billion, ranking it as
the third largest New Jersey bank holding company.
UJB was chartered in 1899 and has been exercising Trust powers and managing
money since 1916. As of September 30, 1995, UJB operated 217 banking offices
and had total assets of approximately $12.8 billion. UJB established the
Investment Management Division in 1973 and, as of December 31, 1995, had total
assets under management of approximately $4 billion. UJB does not manage any
registered investment companies other than the Trust.
Listed below are the names and principal occupations of each director and the
principal executive officer of the Advisor. The principal business address of
each of these directors and the principal executive officer, as it relates to
his or her duties at UJB, is 301 Carnegie Center, P.O. Box 2066, Princeton, NJ
08543-2066.
<TABLE>
<CAPTION>
Name Office or Title Principal Occupation
---- --------------- --------------------
<S> <C> <C>
T. Joseph Semrod........... Principal Executive Chairman, President & CEO
Officer of UJB Financial Corp.
John G. Collins............ Director Vice Chairman, UJB
Financial Corp.
Bjorn Ahlstrom............. Director Volvo North America
Corporation, Retired
Robert L. Boyle............ Director William H. Hintelmann Firm
Barry D. Brown............. Director President, West Jersey
Health System
T.J. Dermot Dunphy......... Director President & CEO, Sealed
Air Corporation
Anne Evans Estabrook....... Director Owner, Elberon Development
Co.
Elinor J. Ferdon........... Director Vice President, Girl
Scouts of the USA
Samuel Gerstein, Esq....... Director Partner, Gerstein, Cohen &
Grayson
Richard H. Goldberger...... Director Partner, Mid Investment
Company
Robert S. Hekemian......... Director Chairman & CEO, Hekemian &
Co., Inc.
Thomas C. Jamieson, Jr.,
Esq....................... Director Chairman & President,
Jamieson, Moore, Peskin &
Spicer, PA
</TABLE>
-13-
<PAGE>
<TABLE>
<CAPTION>
Name Office or Title Principal Occupation
---- --------------- --------------------
<S> <C> <C>
Vincent P. Langone......... Director Chairman, President & CEO,
Formica Corp.
Francis J. Mertz........... Director President, Farleigh
Dickinson University
George L. Miles, Jr........ Director President & CEO, QED
Communications, Inc.
Bertram B. Miller.......... Director President, B.B. Miller &
Company
Henry S. Patterson II...... Director President, E'town
Corporation
Raymond Silverstein........ Director Partner of Alloy,
Silverstein, Shapiro,
Adams, Mulford & Co.
Sylvester L. Sullivan...... Director President, Car Rentals,
Inc.
Alexander Summer........... Director Chairman, Alexander Summer
Co.
Joseph M. Tabak............ Director President & CEO, JPC
Enterprises, Inc.
Robert A. Woodruff......... Director President, Woodruff Oil
Company
</TABLE>
Summit is a registered bank holding company incorporated in 1973. Summit
conducts its principal operations through its wholly-owned commercial bank
subsidiary, Summit Bank, a New Jersey chartered commercial bank, a predecessor
of which began operations in 1891. Summit Bank provides a broad range of
commercial banking, retail banking, real estate, trust and other financial
services through 90 branches located in 11 counties in northern and central New
Jersey. At September 30, 1995 Summit had consolidated assets of $5.6 billion,
as did Summit Bank.
Information Regarding WMC
WMC, together with its predecessor organizations, has provided investment
advisory services to investment companies since 1933 and to investment
counseling clients (including employee benefit plans, endowments, foundations
and other institutions and individuals) since 1960. WMC is a Massachusetts
general partnership and has its principal office at 75 State Street, Boston,
Massachusetts. The managing partners of WMC are Robert W. Doran, Duncan M.
McFarland and John R. Ryan. Each is principally engaged in the investment
management business.
As of December 31, 1995, WMC had investment management authority with respect
to approximately $109.2 billion of assets. WMC currently serves as investment
advisor to the following investment companies with investment objectives similar
to those of the International Growth Fund.
-14-
<PAGE>
<TABLE>
<CAPTION>
=====================================================================================
Investment Company Net Assets Fee Payable
(as of December 31, 1995)
- -------------------------------------------------------------------------------------
<S> <C> <C>
Galaxy International $130,880,074 On First $ 50,000,000 0.5000%
Equity Fund On Next $ 50,000,000 0.3000%
Over $100,000,000 0.2000%
- -------------------------------------------------------------------------------------
Anchor Series Foreign $ 53,648,656 On First $ 50,000,000 0.4000%
Securities On Next $100,000,000 0.2750%
On Next $350,000,000 0.2000%
Over $500,000,000 0.1500%
- -------------------------------------------------------------------------------------
Hartford International $686,465,201 On First $500,000,000 0.4000%
Opportunities Fund On Next $100,000,000 0.3000%
On Next $350,000,000 0.2500%
Over $500,000,000 0.2000%
- -------------------------------------------------------------------------------------
Hartford International $ 31,264,165 On First $500,000,000 0.4000%
Advisers Fund On Next $100,000,000 0.3000%
On Next $350,000,000 0.2500%
Over $500,000,000 0.2000%
=====================================================================================
</TABLE>
GENERAL INFORMATION ABOUT THE TRUST AND OTHER MATTERS
Portfolio Transactions
For the Trust's fiscal year ended December 31, 1995, the Funds paid the
following amounts in brokerage commissions to affiliates of the Funds.
<TABLE>
<CAPTION>
=========================================================================================================
Fund Total Amount Paid to % of Aggregate % of Aggregate
Brokerage Affiliates of the Brokerage Dollar Amount
Commissions Distributor Commissions of Transactions
Paid to Affiliates Involving
Payment of
Commissions
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Treasury Securities N/A N/A N/A N/A
Money Market Fund
- ---------------------------------------------------------------------------------------------------------
Prime Obligation Money N/A N/A N/A N/A
Market Fund
- ---------------------------------------------------------------------------------------------------------
Tax-Exempt Money N/A N/A N/A N/A
Market Fund
- ---------------------------------------------------------------------------------------------------------
Short-Term Investment N/A N/A N/A N/A
Fund
- ---------------------------------------------------------------------------------------------------------
Fixed Income Fund N/A N/A N/A N/A
- ---------------------------------------------------------------------------------------------------------
New Jersey Municipal N/A N/A N/A N/A
Securities Fund
- ---------------------------------------------------------------------------------------------------------
</TABLE>
-15-
<PAGE>
<TABLE>
<CAPTION>
==========================================================================================================
Fund Total Amount Paid to % of Aggregate % of Aggregate
Brokerage Affiliates of the Brokerage Dollar Amount
Commissions Distributor Commissions of Transactions
Paid to Affiliates Involving
Payment of
Commissions
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Intermediate-Term N/A N/A N/A N/A
Government Securities
Fund
- ----------------------------------------------------------------------------------------------------------
Equity Value Fund $210,168.60 $13,100 6.23% .27%
- ----------------------------------------------------------------------------------------------------------
Equity Income Fund $ 96,145.98 $750.00 .78% .26%
- ----------------------------------------------------------------------------------------------------------
Mid Cap Value Fund $ 83,235.92 $660.00 .79% .40%
- ----------------------------------------------------------------------------------------------------------
Balanced Growth Fund $ 35,559.65 $180.00 .51% .26%
- ----------------------------------------------------------------------------------------------------------
Pennsylvania Municipal N/A N/A N/A N/A
Securities Fund
- ----------------------------------------------------------------------------------------------------------
GNMA Fund N/A N/A N/A N/A
- ----------------------------------------------------------------------------------------------------------
U.S. Treasury Securities N/A N/A N/A N/A
Plus Money Market Fund
- ----------------------------------------------------------------------------------------------------------
International Growth Fund $ 44,707.48 $0 0 .39%
==========================================================================================================
</TABLE>
Beneficial Owners
To the knowledge of Trust Management, as of January 25, 1996, 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 380,667,224.68 99.99%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
Class B Shares Eugene W. Binkowski 771,190.53 23.19%
Harriet Binkowski JTTN
194 Wheaton Pl.
Rutherford, NJ 07070
Newark Beth Israel 396,905.42 11.93%
Medical Center
201 Lyons Avenue
Newark, NJ 07112
</TABLE>
-16-
<PAGE>
<TABLE>
<CAPTION>
Amount of Beneficial Percent of
Fund Name and Address Ownership Beneficial Ownership
- ---- ----------------- --------- --------------------
<S> <C> <C> <C>
Investext Corp. 450,876.84 13.56%
545 Eighth Avenue
Suite 401
New York, NY 10018-4307
Bak A. Lum 219,032.95 6.59%
Employees Pension Plan
Harvey B. Fine Trustee
P.O. Box 1634
Linden, NJ 07086
Josefa Weitzman Fiedler 231,621.90 6.96%
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 303,349,212.43 99.03%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
Class B Shares Medical Brokers, Inc. 901,037.88 11.40%
Two Princess Road
Lawrenceville, NJ 08648
Tax-Exempt Money Market:
Class A Shares United Jersey Bank 64,234,915.80 98.78%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
Class B Shares Moe & Peter Kessler TTEES 1,216,654.84 24.36%
Sylvia Kessler IRREV
INT-VIV Trust
FBO Sylvia Kessler
C/F Outwater Plastics
4 Passaic Street
Woodbridge, NJ 07075-1004
Ignazid Cangialosi 302,684.91 6.06%
417 Saddle Back Trail
Franklin Lakes, NJ 07417
</TABLE>
-17-
<PAGE>
<TABLE>
<CAPTION>
Amount of Beneficial Percent of
Fund Name and Address Ownership Beneficial Ownership
- ---- ----------------- --------- --------------------
<S> <C> <C> <C>
Dominion Group 301,722.89 6.04%
7150 Hamilton Blvd.
Suite G227
Treslertown, PA 18087
Albert Kleinman 338,611.42 6.78%
153 Charlotte PL
Englewood
Cliffs, NJ 07632
Short-Term Investment:
Class A Shares United Jersey Bank 2,385,376.922 77.50%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
Class B Shares Yuet K. Chan-Li & 32,217.502 15.64%
Bun Kai Chan JTTN
11 Elsworth Drive
Robbinsville, NJ 08691
Albert S. Bendelac 20,826.261 10.11%
370 S. Stanworth Drive
Princeton, NJ 08540
Young I. Chung 14,105.089 6.85%
8 Lenape Lane
Princeton Junction, NJ 08540
Val L. Fitch 11,940.938 5.80%
292 Hartley Avenue
Princeton, NJ 08550
Fixed Income:
Class A Shares United Jersey Bank 9,424,700.698 86.66%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
</TABLE>
-18-
<PAGE>
<TABLE>
<CAPTION>
Amount of Beneficial Percent of
Fund Name and Address Ownership Beneficial Ownership
- ---- ----------------- --------- --------------------
<S> <C> <C> <C>
New Jersey Municipal
Securities:
Class A Shares United Jersey Bank 891,747.197 35.10%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
United Jersey Bank 208,624.671 8.21%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
Intermediate Term
Government
Securities:
Class A Shares United Jersey Bank 1,870,707.662 65.09%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
United Jersey Bank 502,336.798 17.48%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
Equity Value:
Class A Shares United Jersey Bank 6,297,372.322 94.99%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
Class B Shares Marta L. Branca 37,902.795 6.17%
595 Ridgewood Avenue
Glen Ridge, NJ 07028
</TABLE>
-19-
<PAGE>
<TABLE>
<CAPTION>
Amount of Beneficial Percent of
Fund Name and Address Ownership Beneficial Ownership
- ---- ----------------- --------- --------------------
<S> <C> <C> <C>
Equity Income:
Class A Shares United Jersey Bank 3,029,686.831 88.55%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
Class B Shares P.K. Sharma 39,376.855 5.09%
28 Laurie Dr.
Englewood, NJ 07632
Mid Cap Value:
Class A Shares United Jersey Bank 3,245,782.546 94.61%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
International Growth:
Class A Shares United Jersey Bank 454,078.172 47.20%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
United Jersey Bank 436,946.186 45.42%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
Class B Shares P.K. Sharma 13,600.049 21.35%
28 Laurie Drive
Englewood Cliffs, NJ
07632-2222
Shan Tao Tang 3,698.115 5.80%
3031 Edwin Avenue
Apt. 2-A
Fort Lee, NJ 07024
Balanced Growth:
Class A Shares United Jersey Bank 2,628,737.774 94.92%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
United Jersey Bank 140,338.52 5.07%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
</TABLE>
-20-
<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 317,565.209 95.33%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
Class B Shares George A. Warner & 2,436.647 9.25%
D. Lorraine Warner JTEN
14 Shagbark Ct. W
Harleysville,PA 19438
Margaret A. Wernett 9,262.014 35.16%
16 1/2 Third Avenue
Lehighton, PA 18235
Rose M. Lutinsky 2,076.824 7.88%
916 South Street
Freeland, PA 18224
James Dalsasso & 2,168.218 8.23%
Barbara N. Dalsasso JTEN
1934 Windsor Road
Bethlehem, PA 18017
Peter W. Petrocko 5,402.537 20.57%
508 12th Avenue
Bethlehem, PA 18018
GNMA:
Class A Shares United Jersey Bank 132,047.133 15.04%
Attn: Patricia Kyritz
P.O. Box 547
Hackensack, NJ 07602
</TABLE>
-21-
<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 Integrity Insurance Co. 3,900,000.00 5.30%
In liquidation
Dorinco Reinsurance
Attn: John J. Sullivan
49 E. Midland Avenue
Paramus, NJ 07652-2916
</TABLE>
As of January 25, 1996, 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 each Proposal with respect to a Fund requires the affirmative
vote of a majority of the outstanding shares of a Fund. As defined in the 1940
Act, "majority of the outstanding shares" means the vote of (i) 67% or more of a
Fund's outstanding shares present at a meeting, if the holders of more than 50%
of the outstanding shares of a Fund are present or represented by proxy, or (ii)
more than 50% of a Fund's outstanding shares, whichever is less.
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. Abstentions and "broker non-votes" will be counted
as votes present for purposes of determining a "majority of the outstanding
voting securities" present at the Meeting, and will therefore have the effect of
counting against the Proposal to which it relates.
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.
-22-
<PAGE>
Adjournment
In the event that sufficient votes in favor of a 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 UJB.
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 CARD(S) AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
RICHARD W. GRANT
Secretary
Dated: February 9, 1996
-23-
<PAGE>
ATTACHMENT A
THE PILLAR FUNDS
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this __th day of ________, 1996, by and between The Pillar
Funds, a Massachusetts business trust (the "Trust"), and the Summit Bank
Investment Management Division, a division of Summit Bank, (the "Adviser").
WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment Company Act of 1940, as amended,
consisting of several series of shares, each having its own investment
policies; and
WHEREAS, the Trust has retained SEI Financial Management Corporation (the
"Administrator") to provide administration of the Trust's operations, subject
to the control of the Board of Trustees;
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its U.S. Treasury Securities Plus Money
Market, U.S. Treasury Securities Money Market, Prime Obligation Money Market,
Tax-Exempt Money Market, Short-Term Investment, Fixed Income, New Jersey
Municipal Securities, Pennsylvania Municipal Securities, Intermediate-Term
Government Securities, GNMA, Equity Value Equity Income, Mid Cap Value and
Balanced Growth Portfolios and such other portfolios as the Trust and the
Adviser may agree upon (the "Portfolios"), and the Adviser is willing to render
such services:
NOW, THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:
1. Duties of Adviser. The Trust employs the Adviser to manage the
investment and reinvestment of the assets, and to continuously review,
supervise, and administer the investment program of the Portfolios, to
determine in its discretion the securities to be purchased or sold, to
provide the Administrator and the Trust with records concerning the
Adviser's activities which the Trust is required to maintain, and to
render regular reports to the Adminstrator and to the Trust's Officers
and Trustees concerning the Adviser's discharge of the foregoing
responsibilities.
The Adviser shall discharge the foregoing responsibilities subject to
the control of the Board of Trustees of the Trust and in compliance
with such policies as the Trustees may from time to time establish,
and in compliance with the objectives, policies, and limitations for
each such Portfolio set forth in the Trust's prospectuses and
statement of additional information as amended from time to time, and
applicable laws and regulations.
The Adviser accepts such employment and agrees, at its own expense,
to render the services and to provide the office space, furnishings
and equipment and the personnel required by it to perform the services
on the terms and for the compensation provided herein.
2. Portfolio Transactions. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of
portfolio securities for the Portfolios and is directed to use its
best efforts to obtain the best net results as described in the
Trust's prospectus and statement of additional information from time
to time. The Adviser will promptly communicate to the Administrator
and to the officers and the Trustees of the Trust such information
relating to portfolio transactions as they may reasonably request.
<PAGE>
It is understood that the Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or be in
breach of any obligation owing to the Trust under this Agreement, or
otherwise, solely by reason of its having directed a securities
transaction on behalf of the Trust to a broker-dealer in compliance
with the provisions of Section 28(e) of the Securities Exchange Act of
1934.
3. Compensation of the Adviser. For the services to be rendered by the
Adviser as provided in Sections 1 and 2 of this Agreement, the Trust
shall pay to the Adviser compensation at the rate specified in the
Schedule(s) which are attached hereto and made a part of this
Agreement. Such compensation shall be paid to the Adviser at the end
of each month, and calculated by applying a daily rate, based on the
annual percentage rates as specified in the attached Schedule(s), to
the assets. The fee shall be based on the average daily net assets for
the month involved. Should it be determined that the Investment
Advisory Agreement between the Trust and the Adviser dated February
28, 1992, terminated as a result of the assignment thereof prior to
the effective date of this Agreement, compensation hereunder shall
commence as of the date of such termination.
All rights of compensation under this Agreement for services performed
as of the termination date shall survive the termination of this
Agreement.
4. Other Expenses. The Adviser shall pay all expenses of preparing
(including typesetting), printing and mailing reports, prospectuses,
statements of additional information, and sales literature to
prospective clients to the extent these expenses are not borne by the
Trust under a distribution plan adopted pursuant to Rule 12b-1.
5. Excess Expenses. If the expenses for any Portfolio for any fiscal year
(including fees and other amounts payable to the Adviser, but
excluding interest, taxes, brokerage costs, litigation, and other
extraordinary costs) as calculated every business day would exceed the
expense limitations imposed on investment companies by any applicable
statute or regulatory authority of any jurisdiction in which Shares
are qualified for offer and sale, the Adviser shall bear such excess
cost.
However, the Adviser will not bear expenses of the Trust or any
Portfolio which would result in the Trust's inability to qualify as a
regulated investment company under provisions of the Internal Revenue
Code. Payment of expenses by the Adviser pursuant to this Section 5
shall be settled on a monthly basis (subject to fiscal year end
reconciliation) by a reduction in the fee payable to the Adviser for
such month pursuant to Section 3 and, if such reduction shall be
insufficient to offset such expenses, by reimbursing the Trust.
6. Reports. The Trust and the Adviser agree to furnish to each other, if
applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and such
other information with regard to their affairs as each may reasonably
request.
7. Status of Adviser. The services of the Adviser to the Trust are not
to be deemed exclusive, and the Adviser shall be free to render
similar services to others so long as its services to the Trust are
not impaired thereby. The Adviser shall be deemed to be an independent
contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Trust in any
way or otherwise be deemed an agent of the Trust.
<PAGE>
8. Certain Records. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated
under the Investment Company Act of 1940 which are prepared or
maintained by the Adviser on behalf of the Trust are the property of
the Trust and will be surrendered promptly to the Trust on request.
9. Limitation of Liability of Adviser. The duties of the Adviser shall be
confined to those expressly set forth herein, and no implied duties
are assumed by or may be asserted against the Adviser hereunder. The
Adviser shall not be liable for any error of judgment or mistake of
law or for any loss arising out of any investment or for any act or
omission in carrying out its duties hereunder, except a loss resulting
from willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its
obligations and duties hereunder, except as may otherwise be provided
under provisions of applicable state law which cannot be waived or
modified hereby. (As used in this Paragraph 9, the term "Adviser"
shall include directors, officers, employees and other corporate
agents of the Adviser as well as that corporation itself).
10. Permissible Interests. Trustees, agents, and shareholders of the Trust
are or may be interested in the Adviser (or any successor thereof) as
directors, partners, officers, or shareholders, or otherwise;
directors, partners, officers, agents, and shareholders of the Adviser
are or may be interested in the Trust as Trustees, shareholders or
otherwise; and the Adviser (or any successor) is or may be interested
in the Trust as a shareholder or otherwise. In addition, brokerage
transactions for the Trust may be effected through affiliates of the
Adviser if approved by the Board of Trustees, subject to the rules and
regulations of the Securities and Exchange Commission.
11. Duration and Termination. This Agreement, unless sooner terminated as
provided herein, shall remain in effect until two years from date of
execution, and thereafter, for periods of one year so long as such
continuance thereafter is specifically approved at least annually (a)
by the vote of a majority of those Trustees of the Trust who are not
parties to this Agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Trustees of the Trust or by vote of a
majority of the outstanding voting securities of each Portfolio;
provided, however, that if the shareholders of any Portfolio fail to
approve the Agreement as provided herein, the Adviser may continue to
serve hereunder in the manner and to the extent permitted by the
Investment Company Act of 1940 and rules and regulations thereunder.
The foregoing requirement that continuance of this Agreement be
"specifically approved at least annually" shall be construed in a
manner consistent with the Investment Company Act of 1940 and the
rules and regulations thereunder.
This Agreement may be terminated as to any Portfolio at any time,
without the payment of any penalty by vote of a majority of the
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Portfolio on not less than 30 days nor more
than 60 days written notice to the Adviser, or by the Adviser at any
time without the payment of any penalty, on 90 days written notice to
the Trust. This Agreement will automatically and immediately terminate
in the event of its assignment. Any notice under this Agreement shall
be given in writing, addressed and delivered, or mailed postpaid, to
the other party at any office of such party.
As used in this Section 11, the terms "assignment", "interested
persons", and a "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the
Investment Company Act of 1940 and the rules and regulations
thereunder; subject to such exemptions as may be granted by the
Securities and Exchange
<PAGE>
Commission under said Act.
12. Amendment. The terms or provisions of this Agreement may be amended,
modified or waived in writing if such amendment, modification or
waiver is approved by the affirmative vote or action by written
consent of the Board of Trustees of the Trust and by the Adviser in
accordance with the Investment Company Act of 1940; provided, that an
amendment, modification or waiver shall also be approved by the
shareholders of the Trust if shareholder approval is required by the
Investment Company Act of 1940 and the rules and regulations
thereunder.
13. Notice. Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice
to the other party at the last address furnished by the other party to
the party giving notice: if to the Trust, at 680 East Swedesford Road,
Wayne, PA and if to the Adviser at 210 Main Street, Hackensack, NJ
07601.
14. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
15. Governing Law. This Agreement shall be construed in accordance with
laws of the Commonwealth of Massachusetts and the applicable
provisions of the 1940 Act. To the extent that the applicable laws of
the Commonwealth of Massachusetts, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter
shall control.
A copy of the Declaration of Trust of the Trust is on file with the Secretary of
The Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trustees of the Trust as Trustees, and
are not binding upon any of the Trustees, officers, or shareholders of the Trust
individually but binding only upon the assets and property of the Trust.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the day and year first written above.
The Pillar Funds Summit Bank Investment Management Division, a
division of Summit Bank
By: By:
----------------------- ------------------------------------
- --------------------
<PAGE>
Schedule A
to the
Investment Advisory Agreement
between
The Pillar Funds
and
Summit Bank Investment Management Division,
a division of Summit Bank
Pursuant to Article 3, the Trust shall pay the Advisor compensation at an
annual rate as follows:
<TABLE>
<CAPTION>
Portfolio Fee (in basis points)
<S> <C>
U.S. Treasury Securities Money Market .35%
U.S. Treasury Securities Plus Money Market .15%
Prime Obligation Money Market .35%
Tax-Exempt Money Market .35%
Short-Term Investment .60%
Fixed Income .60%
New Jersey Municipal Securities .60%
Pennsylvania Municipal Securities .60%
Intermediate-Term Government Securities .60%
GNMA .60%
Equity Value .75%
Equity Income .75%
Mid Cap Value .75%
Balanced Growth .75%
</TABLE>
<PAGE>
ATTACHMENT B
THE PILLAR FUNDS
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this __ day of _____ 1996, by and between The Pillar Funds,
a Massachusetts business trust (the "Trust"), and Summit Bank Investment
Management Division, a division of Summit Bank, (the "Adviser").
WHEREAS, the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"),
consisting of several series of shares, each having its own investment policies;
and
WHEREAS, the Trust has retained SEI Financial Management Corporation (the
"Administrator") to provide administration of the Trust's operations, subject to
the control of the Board of Trustees;
WHEREAS, the Trust desires to retain the Adviser to render investment
advisory services with respect to its International Growth Portfolio and such
other portfolios as the Trust and the Adviser may hereafter agree upon from time
to time (the "Portfolios"), and the Adviser is willing to render such services;
NOW, THEREFORE, in consideration of mutual covenants herein contained, and
intending to be legally bound, the parties hereto agree as follows:
1. Appointment and Duties of Adviser. The Trust hereby appoints the
Adviser to provide investment advisory services to the Portfolio for
the period and on the terms set forth in this Agreement.
A. The Adviser accepts such appointment and agrees to furnish the
services herein set forth for the compensation herein provided. In the
event that the Trust establishes one or more additional portfolios in
the future with respect to which it desires that the Adviser furnish
investment advisory services hereunder, the Trust so shall notify the
Adviser in writing. If the Adviser is willing to render such services
under this Agreement, it shall notify the Trust in writing whereupon
such portfolio shall become a Portfolio hereunder and shall be subject
to the provisions of this Agreement to the same extent as the
Portfolio named above in the recitals except to the extent that said
provisions (including those relating to the compensation payable by
the Trust to the Adviser) are modified with respect to such Portfolio
in writing by Trust and the Adviser.
B. Subject to supervision by the Trust's Board of Trustees, the
Adviser shall manage the investment operations of the Portfolio and
the composition of the Portfolio, including the purchase, retention
and disposition thereof, in accordance with the Portfolio's investment
objectives, policies and restrictions as stated in the Portfolio's
Prospectus (such Prospectus and the Statement of Additional
Information, as currently in effect and as amended or supplemented
from time to time, being herein called the "Prospectus"), and subject
to the following:
(1) The Adviser shall determine from time to time what investments
and securities will be purchased, retained or sold by the
Portfolio, and what portion of the assets will be invested or
held uninvested in cash.
(2) In the performance of its duties and obligations under this
Agreement, the Adviser shall act in conformity with the Trust's
Declaration of Trust and By-Laws and the Prospectus and with the
instructions and directions of the Board of Trustees of the Trust
and will conform to and comply with the requirements of the 1940
Act, the
<PAGE>
Internal Revenue Code of 1986, and all other applicable federal
and state laws and regulations, as each is amended from time to
time.
The Adviser agrees, at its own expense, to render the services and to
provide the office space, furnishings and equipment and the personnel
required by it to perform the services on the terms and for the
compensation provided herein.
C. It is understood that the Adviser may from time to time employ or
associate with itself such person or persons as the Adviser may
believe to be particularly fitted to assist in the performance of this
Agreement; provided, however, that the compensation of such person or
persons shall be paid by the Adviser and that any person providing
investment advisory services to the Portfolio shall be approved in
accordance with the provisions of the 1940 Act. Each such sub-adviser
is hereinafter referred to as a "Sub-Adviser".
Notwithstanding the approval of any such Sub-Adviser(s), however, in
carrying out its obligations hereunder the Adviser shall in all
events:
(a) determine, either in its sole discretion or jointly with the Sub-
Adviser(s), country and regional investment allocation guidelines
for the Portfolio, as well as investment hedging guidelines, if
any;
(b) establish and monitor general investment criteria and policies
for the Portfolio;
(c) review investments in the Portfolio on a periodic basis for
compliance with the Portfolio's investment objective, policies
and restrictions as stated in the Prospectus;
(d) review on a periodic basis the policies established by the
Sub-Adviser(s) for the Portfolio with respect to the placement of
orders for the purchase and sale of portfolio securities;
(e) review, monitor, analyze and report to the Board of Trustees on
the performance of the Sub-Adviser(s);
(f) furnish to the Board of Trustees or the Sub-Adviser(s), reports,
statistics and economic information as may be requested; and
(g) recommend, either in its sole discretion or in conjunction with
the Sub-Adviser(s), potential changes in investment policy.
2. Portfolio Transactions. The Adviser shall place orders with or through
such persons, brokers or dealers to carry out the policy with respect
to brokerage set forth in the Portfolio's Registration Statement and
Prospectus or as the Board of Trustees may direct from time to time,
in conformity with federal securities laws. In providing the Portfolio
with investment advisory services, the Adviser shall give primary
consideration to securing the most favorable price and efficient
execution. Within the framework of this policy, the Adviser may
consider the financial responsibility, research and investment
information and other services provided by brokers or dealers who may
effect or be a party to any such transaction or other transactions to
which the Adviser's other clients may be a party. It is understood
that it is desirable for the Portfolio that the Adviser have access to
supplemental investment and market research and security and economic
analysis provided by brokers who may execute brokerage transactions at
higher cost to the Portfolio than may result when allocating brokerage
to other brokers on the basis of seeking the most favorable price
<PAGE>
and efficient execution. Therefore, the Adviser is authorized to place
orders for the purchase and sale of securities for the Portfolio with
such brokers, subject to review by the Trust's Board of Trustees from
time to time with respect to the extent and continuation of this
practice. It is understood that the services provided by such brokers
may be useful to the Adviser (or a Sub-Adviser) in connection with the
Adviser's (or Sub-Adviser's) services to other clients.
On occasions when the Adviser deems the purchase or sale of a
security to be in the best interest of the Portfolio as well as other
clients of the Adviser, the Adviser, to the extent permitted by
applicable laws and regulations, may, but shall be under no obligation
to, aggregate the securities to be so purchased or sold in order to
obtain the most favorable price or lower brokerage commissions and
efficient execution. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the
transaction, shall be made by the Adviser in the manner it considers
to be the most equitable and consistent with its fiduciary obligation
to the Portfolio and to such other clients.
3. Compensation of the Adviser. For the services rendered by the Adviser
as provided in Sections 1 and 2 of this Agreement, the Trust shall pay
to the Adviser, and the Adviser agrees to accept as full compensation
therefor, an advisory fee at an annual rate of 1.00% of the
Portfolio's average daily net assets. The fee shall be computed daily
and paid to the Adviser monthly. Should it be determined that the
Investment Advisory Agreement between the Trust and the Adviser dated
April 28, 1995, terminated as a result of the assignment thereof prior
to the effective date of this Agreement, compensation hereunder shall
commence as of the date of such termination.
All rights of compensation under this Agreement for services performed
as of the termination date shall survive the termination of this
Agreement.
4. Other Expenses. The Adviser shall pay all expenses of preparing
(including typesetting), printing and mailing reports, prospectuses,
statements of additional information, and sales literature to
prospective clients to the extent these expenses are not borne by the
Trust under a distribution plan adopted pursuant to Rule 12b-1.
5. Excess Expenses. If the expenses for the Portfolio for any fiscal year
(including fees and other amounts payable to the Adviser, but
excluding interest, taxes, brokerage costs, litigation, and other
extraordinary costs) as calculated every business day would exceed the
expense limitations imposed on investment companies by any applicable
statute or regulatory authority of any jurisdiction in which Shares of
the Portfolio are qualified for offer and sale, the Adviser shall bear
such excess cost.
However, the Adviser shall not bear expenses of the Portfolio which
would result in the Portfolio's inability to qualify as a regulated
investment company under provisions of the Internal Revenue Code.
Payment of expenses by the Adviser pursuant to this Section 5 shall be
settled on a monthly basis (subject to fiscal year end reconciliation)
by a reduction in the fee payable to the Adviser for such month
pursuant to Section 3 and, if such reduction shall be insufficient to
offset such expenses, by reimbursing the Trust.
6. Reports. The Trust and the Adviser agree to furnish to each other, if
applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and such
other information with regard to their affairs as each may reasonably
request.
7. Status of Adviser. The services of the Adviser to the Trust are not to
be deemed exclusive,
<PAGE>
and the Adviser shall be free to render similar services to others so
long as its services to the Trust are not impaired thereby. The
Adviser shall be deemed to be an independent contractor and shall,
unless otherwise expressly provided or authorized, have no authority
to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust.
8. Certain Records. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated
under the Investment Company Act of 1940 which are prepared or
maintained by the Adviser on behalf of the Trust are the property of
the Trust and shall be surrendered promptly to the Trust on request.
9. Limitation of Liability of Adviser. The duties of the Adviser shall be
confined to those expressly set forth herein, and no implied duties
are assumed by or may be asserted against the Adviser hereunder. The
Adviser shall not be liable for any error of judgment or mistake of
law or for any loss arising out of any investment or for any act or
omission by the Adviser or by any Sub-Adviser in carrying out its
duties hereunder or under any sub-investment advisory agreement,
except a loss resulting from the Adviser's own willful misfeasance,
bad faith or gross negligence in the performance of its duties, or by
reason of reckless disregard by the Adviser of its obligations and
duties hereunder, except as may otherwise be provided under provisions
of applicable state law which cannot be waived or modified hereby, (As
used in this Paragraph 9, the term "Adviser" shall include directors,
officers, employees and other corporate agents (but not the Sub-
Adviser) of the Adviser as well as that corporation itself).
10. Permissible Interests. Trustees, agents, and shareholders of the Trust
are or may be interested in the Adviser (or any successor thereof) as
directors, partners, officers, or shareholders, or otherwise;
directors, partners, officers, agents, and shareholders of the Adviser
are or may be interested in the Trust as Trustees, shareholders or
otherwise; and the Adviser (or any successor) is or may be interested
in the Trust as a shareholder or otherwise. In addition, brokerage
transactions for the Trust may be effected through affiliates of the
Adviser if approved by the Board of Trustees, subject to the rules and
regulations of the Securities and Exchange Commission.
11. Duration and Termination. This Agreement shall become effective as of
the date hereof with respect to the Portfolio listed in the recitals,
and with respect to any additional Portfolio added pursuant to Section
1 hereof, on the date of receipt by the Trust of notice from the
Adviser in accordance with said Section that the Adviser is willing to
serve as Investment adviser with respect to such Portfolio, provided
that this Agreement (as supplemented by the terms specified in any
notice and agreement pursuant to Section 1 hereof) has been approved
by the shareholders of the Portfolio in accordance with the
requirements of the 1940 Act, and, unless sooner terminated as
provided herein, shall continue in effect with respect to each
Portfolio until ________, 1998. Thereafter, if not terminated, this
Agreement shall automatically continue in effect as to a particular
Portfolio for successive annual periods, provided such continuance is
specifically approved at least annually (a) by the vote of a majority
of those members of the Trust's Board of Trustees who are not
interested persons of any party to this Agreement, cash in person at a
meeting called for the purpose of voting on such approval, and (b) by
the Trust's Board of Trustees or by vote of a majority of the
outstanding voting securities of such Portfolio; provided, however,
that if the Shareholders of the Portfolio fail to approve the
continuation of its Agreement as provided herein, the Adviser may
continue to serve hereunder in the manner and to the extent permitted
by the 1940 Act and rules and regulations thereunder. The foregoing
requirement that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner consistent
with the 1940 Act and the rules and regulations thereunder.
<PAGE>
This Agreement may be terminated as to any Portfolio at any time,
without the payment of any penalty, by vote of a majority of the
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Portfolio on 60 days written notice to the
Adviser, or by the Adviser at any time, without the payment of any
penalty, on 60 days written notice to the Trust. This Agreement will
automatically and immediately terminate in the event of its
assignment.
As used in this Section 11, the terms "assignment", "interested
persons", and a "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the 1940
Act and the rules and regulations thereunder, subject to such
exemptions as may be granted by the Securities and Exchange Commission
under said Act.
12. Amendment. The terms or provisions of this Agreement may be amended,
modified or waived in writing if such amendment, modification or
waiver is approved by the affirmative vote or action by written
consent of the Board of Trustees of the Trust and by the Adviser in
accordance with the 1940 Act; provided, that an amendment,
modification or waiver shall also be approved by the shareholders of
the Trust if shareholder approval is required by the 1940 Act and the
rules and regulations thereunder.
13. Notice. Any notice required or permitted to be given by either party
to the other shall be delivered or mailed: if to the Trust, at 680
East Swedesford Road, Wayne, PA 19087, and if to the Adviser at 210
Main Street, Hackensack, NJ 07601. Either party may change its address
for notices hereunder by giving notice of such change to the other
party in - accordance with this Section 13.
14. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
15. Governing Law. This Agreement shall be construed in accordance with
laws of the Commonwealth of Massachusetts and the applicable
provisions of the 1940 Act. To the extent that the applicable laws of
the Commonwealth of Massachusetts, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter
shall control.
A copy of the Declaration of Trust of the Trust is on file with the Secretary of
The Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trustees of the Trust as Trustees, and
is not binding upon any of the Trustees, officers or shareholders of the Trust
individually but binding only upon the assets and property of the Trust.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the day and year first written above.
The Pillar Funds Summit Bank Investment Management
Division, a division of Summit Bank
By: By:
- ----------------------------- -----------------------------
<PAGE>
ATTACHMENT C
THE PILLAR FUNDS
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made this _____day of ________, 1996, by and among Summit Bank
Investment Management Division, a division of Summit Bank, (the "Adviser"),
Wellington Management Company, a Massachusetts general partnership (the
"Sub-Adviser") and The Pillar Funds, a Massachusetts business trust (the
"Trust").
WHEREAS, the Trust is registered as an open-end management investment
company under the investment Company Act of 1940, as amended (the"1940 Act");
and
WHEREAS, the Adviser has entered into an Investment Advisory Agreement of
even date herewith (the "Advisory Agreement") with the Trust, pursuant to which
the Adviser will act as Investment adviser to the International Growth Portfolio
(the "Portfolio"); and
WHEREAS, the Adviser and the Trust each desire to retain the Sub-Adviser
to provide Investment sub-advisory services to the Trust in connection with the
management of the Portfolio and such other portfolios as the Trust, the Adviser
and the Sub-Adviser may agree upon by written addenda to this Agreement, and the
Sub-Adviser is willing to render such investment advisory services.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and intending to be legally bound, the parties hereto agree as
follows:
1.(a) Subject to supervision by the Adviser and the Trust's Board of Trustees,
the Sub-Adviser shall manage the investment operations of the Portfolio
and the composition of the Portfolio, including the purchase, retention
and disposition thereof, in accordance with the Portfolio's investment
objectives, policies and restrictions as stated in the Portfolio's
Prospectus (such Prospectus and the Statement of Additional Information,
as currently in effect and as amended or supplemented from time to time,
being herein called the "Prospectus"), and subject to the following:
(1) The Sub-Adviser shall determine from time to time what investments
and securities will be purchased, retained or sold by the Portfolio,
and what portion of the assets will be invested or held uninvested
in cash.
(2) In the performance of its duties and obligations under this
Agreement, the Sub-Adviser shall act in conformity with the Trust's
Declaration of Trust and By-Laws (as defined herein) and the
Prospectus and with the instructions and directions of the Adviser
and of the Board of Trustees of the Trust and will conform to and
comply with the requirements of the 1940 Act, the Internal Revenue
Code of 1986, and all other applicable federal and state laws and
regulations, as each is amended from time to time.
(3) The Sub-Adviser shall place orders with or through such persons,
brokers or dealers to carry out the policy with respect to brokerage
set forth in the Portfolio's Registration Statement (as defined
herein) and Prospectus or as the Board of Trustees or the Adviser
may direct from time to time, in conformity with federal securities
laws. In providing the Portfolio with Investment sub-advisory
services, the Sub-Adviser will give primary consideration to
securing the most favorable price and efficient execution. Within
the framework of this policy, the Sub-Adviser may consider the
financial responsibility, research and investment information and
other services provided by brokers or dealers who may effect or be a
party to any such transaction or other transactions to which the
Sub-Adviser's other clients may be a party. It is understood that it
is desirable for the Portfolio that the Sub-Adviser have access to
supplemental investment and market research and security and
economic analysis provided by brokers who may execute brokerage
transactions at higher cost to the Portfolio than may result when
allocating brokerage to other brokers on the
<PAGE>
basis of seeking the most favorable price and efficient execution.
Therefore, the Sub-Adviser is authorized to place orders for the
purchase and sale of securities for the Portfolio with such brokers,
subject to review by the Trust's Board of Trustees from time to time
with respect to the extent and continuation of this practice. It is
understood that the services provided by such brokers may be useful
to the Sub-Adviser in connection with the Sub-Adviser's services to
other clients.
On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of the Portfolio as well as
other clients of the Sub-Adviser, the Sub-Adviser, to the extent
permitted by applicable laws and regulations, may, but shall be
under no obligation to, aggregate the securities to be so purchased
or sold in order to obtain the most favorable price or lower
brokerage commissions and efficient execution. In such event,
allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Sub-
Adviser in the manner it considers to be the most equitable and
consistent with its fiduciary obligation to the Portfolio and to
such other clients.
(4) The Sub-Adviser shall maintain all books and records with respect to
the Portfolio's portfolio transactions required by subparagraphs
(b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1
under the 1940 Act and shall render to the Board of Trustees such
periodic and special reports as the Board of Trustees may reasonably
request.
(5) The Sub-Adviser shall provide the Portfolio's Custodian on each
business day with information relating to all transactions
concerning the Portfolio's assets and shall provide the Adviser with
such information upon request of the Adviser.
(6) The investment sub-advisory services provided by the Sub-Adviser
under this Agreement are not to be deemed exclusive and the Sub-
Adviser shall be free to render similar services to others, as long
as such services do not impair the services rendered to the Adviser
or the Trust.
(7) The Sub-Adviser shall provide such reports and data in hard copy and
machine readable form as are requested by the Adviser and which are
consistent with the Sub-Adviser's normal data production
capabilities.
(8) The Sub-Adviser shall prepare a quarterly broker security
transaction summary and monthly security transaction listing for
the Portfolio.
(9) Unless the Board of Trustees of the Trust or the Adviser directs
otherwise in a particular instance or generally, the Sub-Adviser
shall take reasonable measures to vote, give and withhold consents
with respect to, and take all other similar actions relating to, the
securities and other investments owned by the Portfolio.
(10) The Sub-Adviser shall report regularly to the Adviser and shall make
appropriate persons available for the purpose of reviewing at
reasonable times with representatives of the Adviser and the Board
of Trustees of the Trust the management of the Portfolio, including,
without limitation, review of the general investment strategy of the
Portfolio, the performance of the Portfolio in relation to standard
industry indices, interest rate considerations and general
conditions affecting the marketplace and shall provide various other
reports from time to time as reasonably requested by the Adviser.
(11) The Sub-Adviser shall treat confidentially and as proprietary
information of the Trust all such records and other information
relative to the Trust maintained by the Sub-Adviser, and shall not
use such records and information for any purpose other than
performance of its
<PAGE>
responsibilities and duties hereunder, except after prior
notification to and approval in writing by the Trust, which approval
shall not be unreasonably withheld and may not be withheld where the
Sub-Adviser may be exposed to civil or criminal contempt proceeding
for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Trust.
(b) Services to be furnished by the Sub-Adviser under this Agreement may be
furnished through the medium of any of the Sub-Adviser's partners,
officers or employees.
(c) The Sub-Adviser shall keep the Portfolio's books and records required to
be maintained by the Sub-Adviser pursuant to paragraph 1(a) of this
Agreement and shall timely furnish to the Adviser all information
relating to the Sub-Adviser's services under this Agreement needed by the
Adviser to keep the other books and records of the Portfolio required by
Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records
that it maintains on behalf of the Portfolio are property of the
Portfolio and the Sub-Adviser shall surrender promptly to the Portfolio
any of such records upon the Portfolio's request; provided, however, that
the Sub-Adviser may retain a copy of such records. The Sub-Adviser
further agrees to preserve for the periods prescribed by Rule 31a-2 under
the 1940 Act any such records as are required to be maintained by it
pursuant to paragraph 1(a) of this Agreement.
2. For all purposes of this Agreement the Sub-Adviser shall be deemed to be
an independent contractor, and shall have no authority to act as agent
for the Adviser or the Trust in any manner or in any respect.
3. The Adviser has delivered to the Sub-Adviser copies of each of the
following documents and shall deliver to it all future amendments and
supplements, if any:
(a) The Trust's Declaration of Trust, as filed with the Secretary of
State of the Commonwealth of Massachusetts (such Agreement and
Declaration of Trust, as in effect on the date of this Agreement and
as amended from time to time, herein called the "Declaration of
Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this
Agreement and as amended from time to time, are herein called the
"By-Laws");
(c) Certified resolutions of the Board of Trustees of the Trust
authorizing the appointment of the Adviser and the Sub-Adviser with
respect to the Portfolio, and approving the form of this Agreement;
(d) Registration Statement under the 1940 Act and the Securities Act of
1933, as amended, on Form N-1A (the "Registration Statement"), as
filed with the Securities and Exchange Commission (the "Commission")
relating to the Portfolio and shares of the Portfolio, and all
amendments thereto;
(e) Notification of Registration of the Trust under the 1940 Act on Form
N-8A as filed with the Commission, and all amendments thereto; and
(f) Prospectus(es) of the Portfolio.
4. During the term of this Agreement, the Sub-Adviser shall pay all expenses
incurred by it in connection with its activities under this Agreement
other than the cost of securities (including brokerage commissions, if
any) purchased for the Portfolio. For the services provided and the
expense assumed by the Sub-Adviser pursuant to this Agreement, the
Adviser shall pay the Sub-Adviser, and the Sub-Adviser agrees to accept
as full compensation therefor, a sub-advisory fee at
<PAGE>
an annual rate of .60% on the first $50 million, .45% on the next $100
million and .30% over $150 million of the Portfolio's average daily net
assets. This fee shall be computed daily and paid to the Sub-Adviser
monthly. The Sub-Adviser may, in its discretion and from time to time,
waive a portion of its fee. Should it be determined that the Investment
Sub-Advisory Agreement among the Trust, the Adviser and the Sub-Adviser
dated April 28, 1995, terminated as a result of termination of the
Advisory Agreement of the same date prior to the effective date of this
Agreement, compensation hereunder shall commence as of the date of such
termination.
5. The Sub-Adviser shall not be liable for any error of judgment or for any
loss suffered by the Portfolio or the Adviser in connection with
performance of its obligations under this Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services (in which case any award of damages shall be
limited to the period and the amount set forth in Section 36(b)(3) of the
1940 Act), or a loss resulting from willful misfeasance, bad faith or
gross negligence on the Sub-Adviser's part in the performance of its
duties or from reckless disregard of its obligations and duties under
this Agreement, except as may otherwise be provided under provisions of
applicable state law which cannot be waived or modified hereby.
6. This Agreement shall become effective as of the date hereof with respect
to the Portfolio and, unless sooner terminated as provided herein, shall
continue in effect with respect to the Portfolio until ________, 1998.
Thereafter, if not terminated, this Agreement shall automatically
continue in effect as to the Portfolio for successive annual periods,
provided such continuance is specifically approved at least annually (a)
by the vote of a majority of those members of the Trust's Board of
Trustees who are not interested persons of any party to this Agreement,
cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Trust's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio; provided,
however, that if the shareholders of the Portfolio fail to approve the
continuance of this Agreement as provided herein, the Sub-Adviser may
continue to serve hereunder in the manner and to the extent permitted
under the 1940 Act and the rules and regulations thereunder. The
foregoing requirement that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner consistent
with the 1940 Act and the rules and regulations thereunder.
Notwithstanding the foregoing, this Agreement may be terminated as to the
Portfolio at any time, without the payment of any penalty, by the Trust
(by vote of the Trust's Board of Trustees or by vote of a majority of the
outstanding securities of the Portfolio), by the Adviser, or by the Sub-
Adviser on sixty days' written notice to each of the other parities
hereto. This Agreement shall terminate automatically and immediately in
the event of its assignment, and shall also terminate automatically and
immediately upon the termination of the Advisory Agreement.
As used in this Section 6, the terms "assignment," "interested persons"
and "vote of a majority of the outstanding voting securities" shall have
the respective meanings set forth in the 1940 Act and the rules and
regulations thereunder, subject to such exceptions as may be granted by
the Commission under the 1940 Act.
7. As long as the services to the Adviser and the Trust under this Agreement
are not impaired, nothing in this Agreement shall limit or restrict the
right of any of the Sub-Adviser's partners, officers, or employees to
engage in any other business or to devote his or her time and attention
in part to the management or other aspect of any business, whether of a
similar or dissimilar nature, nor limit or restrict the Sub-Adviser's
right to engage in any other business or to render services of any kind
to any other corporation, firm, individual or association.
8. During the term of this Agreement, the Trust agrees to furnish the Sub-
Adviser at its principal office all prospectuses, proxy statements,
reports to stockholders, sales literature or other materials prepared for
distribution to stockholders of the Portfolio or the public that refer
to the Sub-Adviser or its clients in any way prior to use thereof and not
to use material if the Sub-Adviser reasonably
<PAGE>
objects in writing within five business days (or such other period as may
be mutually agreed) after receipt thereof. The Sub-Adviser's right to
object to such materials is limited to the portions of such materials
that expressly relate to the Sub-Adviser, its services and its clients.
The Trust agrees to use its reasonable best efforts to ensure that
materials prepared by its employees or agents or its affiliates that
refer to the Sub-Adviser or its clients in any way are consistent with
those materials previously approved by the Sub-Adviser as referenced in
the first sentence of this paragraph. Sales literature may be furnished
to the Sub-Adviser by first class or overnight mail, facsimile
transmission equipment or hand delivery.
9. The terms or provisions of this Agreement may be amended, modified or
waived in writing if such amendment, modification or waiver is approved
by the affirmation vote or action by written consent of the Board of
Trustees of the Trust and by the Adviser and Sub-Adviser in accordance
with the 1940 Act; provided, that an amendment, modification or waiver
shall also be approved by the shareholders of the Trust if shareholder
approval is required by the 1940 Act and the rules and regulations
thereunder.
10. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts; provided, however, that nothing herein shall be construed
as being inconsistent with the 1940 Act.
11. This Agreement embodies the entire agreement and understanding among the
parties hereto with respect to the services to be provided by the Sub-
Adviser, and supersedes all prior agreements and understandings relating
to this Agreement's subject matter. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original,
but such counterparts shall, together, constitute only one instrument.
12. Should any part of this Agreement be held invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors.
13. Any notice, advice or report to be given pursuant to this Agreement shall
be delivered or mailed:
To the Adviser at:
Summit Bank
210 Main Street
Hackensack, NJ 07601
Attention: President
To the Sub-Adviser at:
Wellington Management Company
75 State Street
Boston, MA 02109
Attention: Legal Department
To the Trust or the Portfolio at:
The Pillar Funds
c/o SEI Corporation
680 East Swedesford Road
Wayne, PA 19087
Attention: Legal Department
Any party may change its address for notices, advices or reports
hereunder by giving notice of such change to the other parties in
accordance with this Section 13.
<PAGE>
14. When the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation or order
of the Commission, whether of special or general application, such
provision shall be deemed to incorporate the effect of such rule,
regulation or order.
A copy of the Agreement and Declaration of Trust of the Trust is on file
with the Secretary of State of the Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees of the
Trust as Trustees, and is not binding upon any of the Trustees, officers, or
shareholders of the Trust individually but binding only upon the assets and
property of the Portfolio of the Trust. No portfolio of the Trust shall be
liable for any other portfolio of the Trust. Without limiting the generality of
the foregoing, the Sub-Adviser shall look only to the assets of the Portfolio
for payment of fees for services rendered to the Portfolio.
In the event that there is a change in the partners of the Sub-Adviser, the
Sub-Adviser shall notify the Adviser and the Trust within a reasonable period of
time.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first
written above.
Summit Bank Investment Management Wellington Management Company
Division, a division of Summit Bank
By: By:
-------------------------- --------------------------
Title: Title:
----------------------- -----------------------
The Pillar Funds
By:
--------------------------
Title:
-----------------------
<PAGE>
THE PILLAR FUNDS
U.S. Treasury Securities Money Market Fund
Special Meeting of Shareholders
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MARCH 1, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kathryn L. Stanton as proxies and
each of them, each with full power of substitution, to vote at the Special
Meeting of Shareholders of the U.S. Treasury Securities Money Market Fund (the
"Fund") of The Pillar Funds (the "Trust") to be held in the offices of SEI
Financial Management Corporation, 680 East Swedesford Road, Wayne, Pennsylvania
19087-1658, on Friday, March 1, 1996, at 3:30 p.m., Eastern time, and any
adjournments or postponements thereof (the "Meeting"), all shares of beneficial
interest of said Fund, that the undersigned would be entitled to vote if
personally present at the Meeting ("Shares") on the proposal set forth below
and, in accordance with their own discretion, any other matters properly brought
before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
1. To approve the continuation of United Jersey Bank, either under its current
name or under the new name of "Summit Bank", as investment advisor to the
U.S. Treasury Securities Money Market Fund, and to approve the New
Investment Advisory Agreement between the Trust and United Jersey Bank.
_____ FOR _____ AGAINST _____ ABSTAIN
This proxy will, when properly executed, be voted as directed herein by the
signing Shareholder(s). If no contrary direction is given when the duly
executed proxy is returned, this proxy will be voted FOR the foregoing proposal
and will be voted in the appointed proxies' discretion upon such other business
as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy card of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees. Your signature(s) on this proxy should be exactly as your name(s)
appears on this proxy. If the Shares are held jointly, each holder should sign
this proxy. Attorneys-in-fact, executors, administrators, trustees or guardians
should indicate the full title and capacity in which they are signing.
Dated: _____________1996
_____________________________________________
Signature of Shareholder
_____________________________________________
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
-24-
<PAGE>
THE PILLAR FUNDS
Prime Obligation Money Market Fund
Special Meeting of Shareholders
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MARCH 1, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kathryn L. Stanton as proxies and
each of them, each with full power of substitution, to vote at the Special
Meeting of Shareholders of the Prime Obligation Money Market Fund (the "Fund")
of The Pillar Funds (the "Trust") to be held in the offices of SEI Financial
Management Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087-
1658, on Friday, March 1, 1996, at 3:30 p.m., Eastern time, and any adjournments
or postponements thereof (the "Meeting"), all shares of beneficial interest of
said Fund, that the undersigned would be entitled to vote if personally present
at the Meeting ("Shares") on the proposal set forth below and, in accordance
with their own discretion, any other matters properly brought before the
Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
1. To approve the continuation of United Jersey Bank, either under its current
name or under the new name of "Summit Bank", as investment advisor to the
Prime Obligation Money Market Fund, and to approve the New Investment
Advisory Agreement between the Trust and United Jersey Bank.
_____ FOR _____ AGAINST _____ ABSTAIN
This proxy will, when properly executed, be voted as directed herein by the
signing Shareholder(s). If no contrary direction is given when the duly
executed proxy is returned, this proxy will be voted FOR the foregoing proposal
and will be voted in the appointed proxies' discretion upon such other business
as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy card of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees. Your signature(s) on this proxy should be exactly as your name(s)
appears on this proxy. If the Shares are held jointly, each holder should sign
this proxy. Attorneys-in-fact, executors, administrators, trustees or guardians
should indicate the full title and capacity in which they are signing.
Dated: _____________1996
_____________________________________________
Signature of Shareholder
_____________________________________________
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
-25-
<PAGE>
THE PILLAR FUNDS
Tax-Exempt Money Market Fund
Special Meeting of Shareholders
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MARCH 1, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kathryn L. Stanton as proxies and
each of them, each with full power of substitution, to vote at the Special
Meeting of Shareholders of the Tax-Exempt Money Market Fund (the "Fund") of The
Pillar Funds (the "Trust") to be held in the offices of SEI Financial Management
Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, on
Friday, March 1, 1996, at 3:30 p.m., Eastern time, and any adjournments or
postponements thereof (the "Meeting"), all shares of beneficial interest of said
Fund, that the undersigned would be entitled to vote if personally present at
the Meeting ("Shares") on the proposal set forth below and, in accordance with
their own discretion, any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
1. To approve the continuation of United Jersey Bank, either under its current
name or under the new name of "Summit Bank", as investment advisor to the
Tax-Exempt Money Market Fund, and to approve the New Investment Advisory
Agreement between the Trust and United Jersey Bank.
_____ FOR _____ AGAINST _____ ABSTAIN
This proxy will, when properly executed, be voted as directed herein by the
signing Shareholder(s). If no contrary direction is given when the duly
executed proxy is returned, this proxy will be voted FOR the foregoing proposal
and will be voted in the appointed proxies' discretion upon such other business
as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy card of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees. Your signature(s) on this proxy should be exactly as your name(s)
appears on this proxy. If the Shares are held jointly, each holder should sign
this proxy. Attorneys-in-fact, executors, administrators, trustees or guardians
should indicate the full title and capacity in which they are signing.
Dated: _____________1996
_____________________________________________
Signature of Shareholder
_____________________________________________
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
-26-
<PAGE>
THE PILLAR FUNDS
Short-Term Investment Fund
Special Meeting of Shareholders
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MARCH 1, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kathryn L. Stanton as proxies and
each of them, each with full power of substitution, to vote at the Special
Meeting of Shareholders of the Short-Term Investment Fund (the "Fund") of The
Pillar Funds (the "Trust") to be held in the offices of SEI Financial Management
Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, on
Friday, March 1, 1996, at 3:30 p.m., Eastern time, and any adjournments or
postponements thereof (the "Meeting"), all shares of beneficial interest of said
Fund, that the undersigned would be entitled to vote if personally present at
the Meeting ("Shares") on the proposal set forth below and, in accordance with
their own discretion, any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
1. To approve the continuation of United Jersey Bank, either under its current
name or under the new name of "Summit Bank", as investment advisor to the
Short-Term Investment Fund, and to approve the New Investment Advisory
Agreement between the Trust and United Jersey Bank.
_____ FOR _____ AGAINST _____ ABSTAIN
This proxy will, when properly executed, be voted as directed herein by the
signing Shareholder(s). If no contrary direction is given when the duly
executed proxy is returned, this proxy will be voted FOR the foregoing proposal
and will be voted in the appointed proxies' discretion upon such other business
as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy card of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees. Your signature(s) on this proxy should be exactly as your name(s)
appears on this proxy. If the Shares are held jointly, each holder should sign
this proxy. Attorneys-in-fact, executors, administrators, trustees or guardians
should indicate the full title and capacity in which they are signing.
Dated: _____________1996
_____________________________________________
Signature of Shareholder
_____________________________________________
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
-27-
<PAGE>
THE PILLAR FUNDS
Fixed Income Fund
Special Meeting of Shareholders
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MARCH 1, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kathryn L. Stanton as proxies and
each of them, each with full power of substitution, to vote at the Special
Meeting of Shareholders of the Fixed Income Fund (the "Fund") of The Pillar
Funds (the "Trust") to be held in the offices of SEI Financial Management
Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, on
Friday, March 1, 1996, at 3:30 p.m., Eastern time, and any adjournments or
postponements thereof (the "Meeting"), all shares of beneficial interest of said
Fund, that the undersigned would be entitled to vote if personally present at
the Meeting ("Shares") on the proposal set forth below and, in accordance with
their own discretion, any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
1. To approve the continuation of United Jersey Bank, either under its current
name or under the new name of "Summit Bank", as investment advisor to the
Fixed Income Fund, and to approve the New Investment Advisory Agreement
between the Trust and United Jersey Bank.
_____ FOR _____ AGAINST _____ ABSTAIN
This proxy will, when properly executed, be voted as directed herein by the
signing Shareholder(s). If no contrary direction is given when the duly
executed proxy is returned, this proxy will be voted FOR the foregoing proposal
and will be voted in the appointed proxies' discretion upon such other business
as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy card of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees. Your signature(s) on this proxy should be exactly as your name(s)
appears on this proxy. If the Shares are held jointly, each holder should sign
this proxy. Attorneys-in-fact, executors, administrators, trustees or guardians
should indicate the full title and capacity in which they are signing.
Dated: _____________1996
_____________________________________________
Signature of Shareholder
_____________________________________________
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
-28-
<PAGE>
THE PILLAR FUNDS
New Jersey Municipal Securities Fund
Special Meeting of Shareholders
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MARCH 1, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kathryn L. Stanton as proxies and
each of them, each with full power of substitution, to vote at the Special
Meeting of Shareholders of the New Jersey Municipal Securities Fund (the "Fund")
of The Pillar Funds (the "Trust") to be held in the offices of SEI Financial
Management Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087-
1658, on Friday, March 1, 1996, at 3:30 p.m., Eastern time, and any adjournments
or postponements thereof (the "Meeting"), all shares of beneficial interest of
said Fund, that the undersigned would be entitled to vote if personally present
at the Meeting ("Shares") on the proposal set forth below and, in accordance
with their own discretion, any other matters properly brought before the
Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
1. To approve the continuation of United Jersey Bank, either under its current
name or under the new name of "Summit Bank", as investment advisor to the
New Jersey Municipal Securities Fund, and to approve the New Investment
Advisory Agreement between the Trust and United Jersey Bank.
_____ FOR _____ AGAINST _____ ABSTAIN
This proxy will, when properly executed, be voted as directed herein by the
signing Shareholder(s). If no contrary direction is given when the duly
executed proxy is returned, this proxy will be voted FOR the foregoing proposal
and will be voted in the appointed proxies' discretion upon such other business
as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy card of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees. Your signature(s) on this proxy should be exactly as your name(s)
appears on this proxy. If the Shares are held jointly, each holder should sign
this proxy. Attorneys-in-fact, executors, administrators, trustees or guardians
should indicate the full title and capacity in which they are signing.
Dated: _____________1996
_____________________________________________
Signature of Shareholder
_____________________________________________
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
-29-
<PAGE>
THE PILLAR FUNDS
Intermediate-Term Government Securities Fund
Special Meeting of Shareholders
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MARCH 1, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kathryn L. Stanton as proxies and
each of them, each with full power of substitution, to vote at the Special
Meeting of Shareholders of the Intermediate-Term Government Securities Fund (the
"Fund") of The Pillar Funds (the "Trust") to be held in the offices of SEI
Financial Management Corporation, 680 East Swedesford Road, Wayne, Pennsylvania
19087-1658, on Friday, March 1, 1996, at 3:30 p.m., Eastern time, and any
adjournments or postponements thereof (the "Meeting"), all shares of beneficial
interest of said Fund, that the undersigned would be entitled to vote if
personally present at the Meeting ("Shares") on the proposal set forth below
and, in accordance with their own discretion, any other matters properly brought
before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
1. To approve the continuation of United Jersey Bank, either under its current
name or under the new name of "Summit Bank", as investment advisor to the
Intermediate-Term Government Securities Fund, and to approve the New
Investment Advisory Agreement between the Trust and United Jersey Bank.
_____ FOR _____ AGAINST _____ ABSTAIN
This proxy will, when properly executed, be voted as directed herein by the
signing Shareholder(s). If no contrary direction is given when the duly
executed proxy is returned, this proxy will be voted FOR the foregoing proposal
and will be voted in the appointed proxies' discretion upon such other business
as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy card of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees. Your signature(s) on this proxy should be exactly as your name(s)
appears on this proxy. If the Shares are held jointly, each holder should sign
this proxy. Attorneys-in-fact, executors, administrators, trustees or guardians
should indicate the full title and capacity in which they are signing.
Dated: _____________1996
_____________________________________________
Signature of Shareholder
_____________________________________________
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
-30-
<PAGE>
THE PILLAR FUNDS
Equity Value Fund
Special Meeting of Shareholders
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MARCH 1, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kathryn L. Stanton as proxies and
each of them, each with full power of substitution, to vote at the Special
Meeting of Shareholders of the Equity Value Fund (the "Fund") of The Pillar
Funds (the "Trust") to be held in the offices of SEI Financial Management
Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, on
Friday, March 1, 1996, at 3:30 p.m., Eastern time, and any adjournments or
postponements thereof (the "Meeting"), all shares of beneficial interest of said
Fund, that the undersigned would be entitled to vote if personally present at
the Meeting ("Shares") on the proposal set forth below and, in accordance with
their own discretion, any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
1. To approve the continuation of United Jersey Bank, either under its current
name or under the new name of "Summit Bank", as investment advisor to the
Equity Value Fund, and to approve the New Investment Advisory Agreement
between the Trust and United Jersey Bank.
_____ FOR _____ AGAINST _____ ABSTAIN
This proxy will, when properly executed, be voted as directed herein by the
signing Shareholder(s). If no contrary direction is given when the duly
executed proxy is returned, this proxy will be voted FOR the foregoing proposal
and will be voted in the appointed proxies' discretion upon such other business
as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy card of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees. Your signature(s) on this proxy should be exactly as your name(s)
appears on this proxy. If the Shares are held jointly, each holder should sign
this proxy. Attorneys-in-fact, executors, administrators, trustees or guardians
should indicate the full title and capacity in which they are signing.
Dated: _____________1996
_____________________________________________
Signature of Shareholder
_____________________________________________
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
-31-
<PAGE>
THE PILLAR FUNDS
Equity Income Fund
Special Meeting of Shareholders
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MARCH 1, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kathryn L. Stanton as proxies and
each of them, each with full power of substitution, to vote at the Special
Meeting of Shareholders of the Equity Income Fund (the "Fund") of The Pillar
Funds (the "Trust") to be held in the offices of SEI Financial Management
Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, on
Friday, March 1, 1996, at 3:30 p.m., Eastern time, and any adjournments or
postponements thereof (the "Meeting"), all shares of beneficial interest of said
Fund, that the undersigned would be entitled to vote if personally present at
the Meeting ("Shares") on the proposal set forth below and, in accordance with
their own discretion, any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
1. To approve the continuation of United Jersey Bank, either under its current
name or under the new name of "Summit Bank", as investment advisor to the
Equity Income Fund, and to approve the New Investment Advisory Agreement
between the Trust and United Jersey Bank.
_____ FOR _____ AGAINST _____ ABSTAIN
This proxy will, when properly executed, be voted as directed herein by the
signing Shareholder(s). If no contrary direction is given when the duly
executed proxy is returned, this proxy will be voted FOR the foregoing proposal
and will be voted in the appointed proxies' discretion upon such other business
as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy card of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees. Your signature(s) on this proxy should be exactly as your name(s)
appears on this proxy. If the Shares are held jointly, each holder should sign
this proxy. Attorneys-in-fact, executors, administrators, trustees or guardians
should indicate the full title and capacity in which they are signing.
Dated: _____________1996
_____________________________________________
Signature of Shareholder
_____________________________________________
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
-32-
<PAGE>
THE PILLAR FUNDS
Mid Cap Value Fund
Special Meeting of Shareholders
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MARCH 1, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kathryn L. Stanton as proxies and
each of them, each with full power of substitution, to vote at the Special
Meeting of Shareholders of the Mid Cap Value Fund (the "Fund") of The Pillar
Funds (the "Trust") to be held in the offices of SEI Financial Management
Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, on
Friday, March 1, 1996, at 3:30 p.m., Eastern time, and any adjournments or
postponements thereof (the "Meeting"), all shares of beneficial interest of said
Fund, that the undersigned would be entitled to vote if personally present at
the Meeting ("Shares") on the proposal set forth below and, in accordance with
their own discretion, any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
1. To approve the continuation of United Jersey Bank, either under its current
name or under the new name of "Summit Bank", as investment advisor to the
Mid Cap Value Fund, and to approve the New Investment Advisory Agreement
between the Trust and United Jersey Bank.
_____ FOR _____ AGAINST _____ ABSTAIN
This proxy will, when properly executed, be voted as directed herein by the
signing Shareholder(s). If no contrary direction is given when the duly
executed proxy is returned, this proxy will be voted FOR the foregoing proposal
and will be voted in the appointed proxies' discretion upon such other business
as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy card of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees. Your signature(s) on this proxy should be exactly as your name(s)
appears on this proxy. If the Shares are held jointly, each holder should sign
this proxy. Attorneys-in-fact, executors, administrators, trustees or guardians
should indicate the full title and capacity in which they are signing.
Dated: _____________1996
_____________________________________________
Signature of Shareholder
_____________________________________________
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
-33-
<PAGE>
THE PILLAR FUNDS
Balanced Growth Fund
Special Meeting of Shareholders
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MARCH 1, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kathryn L. Stanton as proxies and
each of them, each with full power of substitution, to vote at the Special
Meeting of Shareholders of the Balanced Growth Fund (the "Fund") of The Pillar
Funds (the "Trust") to be held in the offices of SEI Financial Management
Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, on
Friday, March 1, 1996, at 3:30 p.m., Eastern time, and any adjournments or
postponements thereof (the "Meeting"), all shares of beneficial interest of said
Fund, that the undersigned would be entitled to vote if personally present at
the Meeting ("Shares") on the proposal set forth below and, in accordance with
their own discretion, any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
1. To approve the continuation of United Jersey Bank, either under its current
name or under the new name of "Summit Bank", as investment advisor to the
Balanced Growth Fund, and to approve the New Investment Advisory Agreement
between the Trust and United Jersey Bank.
_____ FOR _____ AGAINST _____ ABSTAIN
This proxy will, when properly executed, be voted as directed herein by the
signing Shareholder(s). If no contrary direction is given when the duly
executed proxy is returned, this proxy will be voted FOR the foregoing proposal
and will be voted in the appointed proxies' discretion upon such other business
as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy card of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees. Your signature(s) on this proxy should be exactly as your name(s)
appears on this proxy. If the Shares are held jointly, each holder should sign
this proxy. Attorneys-in-fact, executors, administrators, trustees or guardians
should indicate the full title and capacity in which they are signing.
Dated: _____________1996
_____________________________________________
Signature of Shareholder
_____________________________________________
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
-34-
<PAGE>
THE PILLAR FUNDS
Pennsylvania Municipal Securities Fund
Special Meeting of Shareholders
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MARCH 1, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kathryn L. Stanton as proxies and
each of them, each with full power of substitution, to vote at the Special
Meeting of Shareholders of the Pennsylvania Municipal Securities Fund (the
"Fund") of The Pillar Funds (the "Trust") to be held in the offices of SEI
Financial Management Corporation, 680 East Swedesford Road, Wayne, Pennsylvania
19087-1658, on Friday, March 1, 1996, at 3:30 p.m., Eastern time, and any
adjournments or postponements thereof (the "Meeting"), all shares of beneficial
interest of said Fund, that the undersigned would be entitled to vote if
personally present at the Meeting ("Shares") on the proposal set forth below
and, in accordance with their own discretion, any other matters properly brought
before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
1. To approve the continuation of United Jersey Bank, either under its current
name or under the new name of "Summit Bank", as investment advisor to the
Pennsylvania Municipal Securities Fund, and to approve the New Investment
Advisory Agreement between the Trust and United Jersey Bank.
_____ FOR _____ AGAINST _____ ABSTAIN
This proxy will, when properly executed, be voted as directed herein by the
signing Shareholder(s). If no contrary direction is given when the duly
executed proxy is returned, this proxy will be voted FOR the foregoing proposal
and will be voted in the appointed proxies' discretion upon such other business
as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy card of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees. Your signature(s) on this proxy should be exactly as your name(s)
appears on this proxy. If the Shares are held jointly, each holder should sign
this proxy. Attorneys-in-fact, executors, administrators, trustees or guardians
should indicate the full title and capacity in which they are signing.
Dated: _____________1996
_____________________________________________
Signature of Shareholder
_____________________________________________
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
-35-
<PAGE>
THE PILLAR FUNDS
GNMA Fund
Special Meeting of Shareholders
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MARCH 1, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kathryn L. Stanton as proxies and
each of them, each with full power of substitution, to vote at the Special
Meeting of Shareholders of the GNMA Fund (the "Fund") of The Pillar Funds (the
"Trust") to be held in the offices of SEI Financial Management Corporation, 680
East Swedesford Road, Wayne, Pennsylvania 19087-1658, on Friday, March 1, 1996,
at 3:30 p.m., Eastern time, and any adjournments or postponements thereof (the
"Meeting"), all shares of beneficial interest of said Fund, that the undersigned
would be entitled to vote if personally present at the Meeting ("Shares") on the
proposal set forth below and, in accordance with their own discretion, any other
matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
1. To approve the continuation of United Jersey Bank, either under its current
name or under the new name of "Summit Bank", as investment advisor to the
GNMA Fund, and to approve the New Investment Advisory Agreement between the
Trust and United Jersey Bank.
_____ FOR _____ AGAINST _____ ABSTAIN
This proxy will, when properly executed, be voted as directed herein by the
signing Shareholder(s). If no contrary direction is given when the duly
executed proxy is returned, this proxy will be voted FOR the foregoing proposal
and will be voted in the appointed proxies' discretion upon such other business
as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy card of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees. Your signature(s) on this proxy should be exactly as your name(s)
appears on this proxy. If the Shares are held jointly, each holder should sign
this proxy. Attorneys-in-fact, executors, administrators, trustees or guardians
should indicate the full title and capacity in which they are signing.
Dated: _____________1996
_____________________________________________
Signature of Shareholder
_____________________________________________
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
-36-
<PAGE>
THE PILLAR FUNDS
U.S. Treasury Securities Plus Money Market Fund
Special Meeting of Shareholders
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MARCH 1, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kathryn L. Stanton as proxies and
each of them, each with full power of substitution, to vote at the Special
Meeting of Shareholders of the U.S. Treasury Securities Plus Money Market Fund
(the "Fund") of The Pillar Funds (the "Trust") to be held in the offices of SEI
Financial Management Corporation, 680 East Swedesford Road, Wayne, Pennsylvania
19087-1658, on Friday, March 1, 1996, at 3:30 p.m., Eastern time, and any
adjournments or postponements thereof (the "Meeting"), all shares of beneficial
interest of said Fund, that the undersigned would be entitled to vote if
personally present at the Meeting ("Shares") on the proposal set forth below
and, in accordance with their own discretion, any other matters properly brought
before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
1. To approve the continuation of United Jersey Bank, either under its current
name or under the new name of "Summit Bank", as investment advisor to the
U.S. Treasury Securities Plus Money Market Fund, and to approve the New
Investment Advisory Agreement between the Trust and United Jersey Bank.
_____ FOR _____ AGAINST _____ ABSTAIN
This proxy will, when properly executed, be voted as directed herein by the
signing Shareholder(s). If no contrary direction is given when the duly
executed proxy is returned, this proxy will be voted FOR the foregoing proposal
and will be voted in the appointed proxies' discretion upon such other business
as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy card of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees. Your signature(s) on this proxy should be exactly as your name(s)
appears on this proxy. If the Shares are held jointly, each holder should sign
this proxy. Attorneys-in-fact, executors, administrators, trustees or guardians
should indicate the full title and capacity in which they are signing.
Dated: _____________1996
_____________________________________________
Signature of Shareholder
_____________________________________________
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
-37-
<PAGE>
THE PILLAR FUNDS
International Growth Fund
Special Meeting of Shareholders
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MARCH 1, 1996
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoint(s) David G. Lee and Kathryn L. Stanton as proxies and
each of them, each with full power of substitution, to vote at the Special
Meeting of Shareholders of the International Growth Fund (the "Fund") of The
Pillar Funds (the "Trust") to be held in the offices of SEI Financial Management
Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, on
Friday, March 1, 1996, at 3:30 p.m., Eastern time, and any adjournments or
postponements thereof (the "Meeting"), all shares of beneficial interest of said
Fund, that the undersigned would be entitled to vote if personally present at
the Meeting ("Shares") on the proposal set forth below and, in accordance with
their own discretion, any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSALS TO:
2. To approve the continuation of United Jersey Bank, either under its current
name or under the new name of "Summit Bank", as investment advisor to the
International Growth Fund, and to approve the New Investment Advisory
Agreement between the Trust, on behalf of the International Growth Fund,
and United Jersey Bank.
_____ FOR _____ AGAINST _____ ABSTAIN
3. To approve the continuation of Wellington Management Company as an
investment sub-advisor to the International Growth Fund, and to approve the
New Investment Sub-Advisory Agreement among United Jersey Bank, either
under its current name or under the new name of "Summit Bank," Wellington
Management Company and the Trust relating to the International Growth Fund.
_____ FOR _____ AGAINST _____ ABSTAIN
This proxy will, when properly executed, be voted as directed herein by the
signing Shareholder(s). If no contrary direction is given when the duly
executed proxy is returned, this proxy will be voted FOR the foregoing proposal
and will be voted in the appointed proxies' discretion upon such other business
as may properly come before the Meeting.
The undersigned acknowledges receipt with this proxy card of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees. Your signature(s) on this proxy should be exactly as your name(s)
appears on this proxy. If the Shares are held jointly, each holder should sign
this proxy. Attorneys-in-fact, executors, administrators, trustees or guardians
should indicate the full title and capacity in which they are signing.
Dated: _____________1996
______________________________________
Signature of Shareholder
______________________________________
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
