PILLAR FUNDS, 497, 1996-01-03

PILLAR FUNDS
497, 1996-01-03

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<PAGE>

THE PILLAR FUNDS
Money Market Funds

Supplement Dated January 2, 1996 to the Class A Prospectus Dated April 30, 1995

The prospectus dated April 30, 1995 relates to the U.S. Treasury Securities
Money Market, Prime Obligation Money Market and Tax-Exempt Money Market Funds.
This supplement provides new and additional information beyond that contained in
the current prospectus and should be retained and read in conjunction with such
prospectus.

The discussion of eligible investors for the Class A shares on the cover page
and the fourth sentence in the first paragraph of the section entitled "The
Distributor" on page 8 of the prospectus is deleted in its entirety and replaced
with the following:

Class A shares of each Fund are offered without distribution fees (i) to
institutional investors (including United Jersey Bank, its affiliates and
correspondent banks) for the investment of their own funds, (ii) to individuals
and institutions (including United Jersey Bank, its affiliates and correspondent
banks) for the investment of funds held by such individuals or institutions in
a fiduciary, agency, custodial or other representative capacity if such
individuals or institutions are able to provide complete shareholder
recordkeeping services with respect to shares purchased and held in such
capacity, and (iii) any individual who has entered into an Investment Strategy
Account Agreement with United Jersey Bank, its affiliates or correspondent
banks ("ISA Customers") (persons who own Class A shares of a Fund are referred
to herein as "Shareholders").

----------------

The following language is inserted after the second sentence in the section
entitled "How do I Purchase and Redeem Shares?" on page 2 and after the first
sentence in the second paragraph under the section entitled "Purchase and
Redemption of Shares" on page 8 of the prospectus:

With respect to ISA Customers, purchase orders will be effective as of the
Business Day received by the Distributor if the Distributor receives the order
and payment prior to 12:00 noon, Eastern time, on such Business Day.

----------------

The following language is inserted after the last paragraph under the section
entitled "Purchase and Redemption of Shares" beginning on page 8 of the
prospectus:

Purchase of Shares - ISA Customers

ISA accounts may be opened through United Jersey Bank, its affiliates or
correspondent banks (the "Bank"). Subsequent purchases of shares of the Funds
may be made through the Bank or directly through the Distributor by mail or by
wire. Purchases may not be made by telephone. ISA Customers should contact
their Financial Services Advisor ("FSA") for information about opening an
account and purchasing shares of the Funds through United Jersey Bank. The Bank
may impose an earlier cut-off time for receipt of purchase orders directed
through them to allow for processing and transmittal of these orders to the
Distributor for effectiveness the same day. In addition, state securities laws
may require banks and financial institutions purchasing shares for their
customers to register as dealers pursuant to state laws.

The minimum initial investment in the Trust for ISA Customers is $10,000. All
subsequent purchases must be at least $1,000. A purchase order will be
effective as of the Business Day received by the Distributor if the Distributor
receives the order and payment before 12:00 noon, Eastern time, on such
Business Day.

Direct Purchases - ISA Customers

1
<PAGE>

By Mail - Subsequent purchases of shares may be made at any time by mailing a
check (or other negotiable bank draft or money order) to the Distributor. If a
check received does not clear, the purchase will be canceled and the investor
could be liable for any losses or fees incurred.

By Wire - Subsequent purchases of shares may be made by wire. To buy shares by
wire, call the Distributor toll-free at 1-800-932-7782.

Other Information Regarding Purchases - The purchase price is the net asset
value per share next computed after the order is effective. No certificates
representing shares will be issued.

Redemption of Shares - ISA Customers

The FSA through which ISA Customers may purchase shares is able to assist ISA
Customers in effecting the redemption of shares held in Fund accounts through
the Distributor. ISA Customers wishing to effect a redemption with the
assistance of an FSA should contact the Bank or their FSA for additional
information about redemption procedures and cut-off times. Shares may also be
redeemed directly through the Distributor by mail, by telephone, by wire, by ACH
or through a systematic withdrawal plan.

Direct Redemptions - ISA Customers

By Mail - A written request for redemption must be received by the Distributor
in order to constitute a valid request for redemption. The Distributor may
require that the signature on the written request be guaranteed by a commercial
bank or by a member firm of a domestic stock exchange. The signature guarantee
requirement will be waived if all of the following conditions apply: (1) the
redemption is for $5,000 worth of shares or less, (2) the redemption check is
payable to the Shareholder(s) of record, and (3) the redemption check is mailed
to the Shareholder(s) at the address of record. ISA Customers may also have the
proceeds mailed to a commercial bank account previously designated on the
Account Application or by written instruction to the Distributor. There is no
charge for having redemption requests mailed to a designated bank account.

By Telephone, Wire or ACH - Shares may be redeemed by telephone if ISA
Customers elect that option on the Account Application. ISA Customers may have
the proceeds mailed to his or her address or wired to a commercial bank account
previously designated on the Account Application. Under most circumstances,
payments will be transmitted on the next Business Day following receipt of a
valid request for redemption. Wire and ACH redemption requests may be made by
ISA Customers by calling the Distributor at 1-800-932-7782, who will add a wire
redemption charge (presently $10.00) to the amount of the redemption. Accounts
may not be closed by telephone.

Neither the Trust nor its transfer agent will be responsible for any loss,
liability, cost or expense for acting upon wire instructions or upon telephone
instructions that it reasonably believes to be genuine. The Trust and its
transfer agent will each employ reasonable procedures to confirm that
instructions communicated by telephone are genuine, including requiring a form
of personal identification prior to acting upon instructions received by
telephone and recording instructions. If market conditions are extraordinarily
active, or other extraordinary circumstances exist, ISA Customers attempting to
place redemption orders by telephone may wish to consider placing the redemption
order by other means.

Systematic Withdrawal Plan (SWP) - The Funds offer a Systematic Withdrawal Plan
which may be utilized by ISA Customers who wish to receive regular
distributions from their account. Upon commencement of the SWP, the account
must have a current value of $10,000 or more. ISA Customers may elect to
receive automatic payment by check or ACH of $50 or more on a monthly or
quarterly basis. An Optional Services Form may be obtained by contacting the
Distributor at 1-800-932-7782.

2
<PAGE>

Other Information Regarding Redemptions - All redemption orders are effected at
the net asset value per share next determined after receipt of a valid request
for redemption, as described above. Net asset value per share is determined as
of 4:00 p.m., Eastern time, on each Business Day. Payment to Shareholders for
shares redeemed will be made within seven days after receipt by the Distributor
of the request for redemption.

At various times, a Fund may be requested to redeem shares for which it has not
yet received good payment in connection with a purchase. In such circumstances,
the forwarding of redemption proceeds may be delayed until such payment has been
collected. The Funds intend to pay cash for all shares redeemed, but under
abnormal conditions that make payment in cash unwise, payment may be made wholly
or partly in portfolio securities with a market value equal to the redemption
price. In such cases, an investor may incur brokerage costs in converting such
securities to cash.

----------------

The following language is inserted after the last paragraph under "General
Information - The Trust" on page 11 of the prospectus:

From time to time, the Funds may experience relatively large purchases or
redemptions due to asset allocation decisions made by the Advisor for its
clients. These transactions may have a material effect on the Funds, since
Funds that experience redemptions as a result of reallocations may have to sell
portfolio securities and because Funds that receive additional cash will have to
invest it. While it is impossible to predict the overall impact of these
transactions over time, there could be adverse effects on portfolio management
to the extent that Funds may be required to sell securities at times when they
would not otherwise do so, or receive cash that cannot be invested in an
expeditious manner. There may be tax consequences associated with purchases and
sales of securities, and such sales may also increase transaction costs. The
Advisor is committed to minimizing the impact of these transactions on the Funds
to the extent it is consistent with pursuing the investment objectives of its
asset allocation decisions on the Funds. The Advisor will nevertheless face
conflicts in fulfilling its responsibilities because of the possible differences
between the interests of its asset allocation clients and the interests of the
Funds.

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

3
<PAGE>

THE PILLAR FUNDS

Investment Advisor:
UNITED JERSEY BANK INVESTMENT MANAGEMENT DIVISION, A
DIVISION OF UNITED JERSEY BANK

THE PILLAR FUNDS (the "Trust") consist of mutual fund portfolios seeking to
provide a convenient and economical means of investing in one or more
professionally managed portfolios of securities. This Prospectus relates to the
following funds (collectively, the "Funds"; individually, a "Fund"):

. U.S. TREASURY SECURITIES MONEY MARKET FUND
. PRIME OBLIGATION MONEY MARKET FUND
. TAX-EXEMPT MONEY MARKET FUND

CLASS A

The Trust's Class A Shares are offered without distribution fees (i) to
institutional investors (including United Jersey Bank, its affiliates and
correspondent banks) for the investment of their own funds, and (ii) to any
individual or institution (including United Jersey Bank, its affiliates and
correspondent banks) for the investment of funds held by such individual or
institution in a fiduciary, agency, custodial or other representative capacity
(but only if such individual or institution is able to provide complete
shareholder recordkeeping services with respect to shares purchased and held in
such capacity) (persons who own Class A shares of a Fund are referred to herein
as "Shareholders").

CLASS A SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS
OF, OR INSURED, ENDORSED OR GUARANTEED BY, ANY BANK (INCLUDING
UNITED JERSEY BANK OR ITS AFFILIATES OR CORRESPONDENTS), ANY
STATE OR STATE AGENCY, THE FEDERAL DEPOSIT INSURANCE
CORPORATION (FDIC), THE U.S. GOVERNMENT OR ANY U.S. GOVERNMENT
AGENCY.

AN INVESTMENT IN A FUND IS SUBJECT TO INVESTMENT RISKS,
INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

AN INVESTMENT IN ANY OF THE FUNDS IS NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT AND THERE CAN BE NO
ASSURANCE THAT A FUND WILL BE ABLE TO MAINTAIN A STABLE NET
ASSET VALUE OF $1.00 PER SHARE.

This Prospectus sets forth concisely the information about the Trust that a
prospective investor should know before investing. Investors are advised to
read this Prospectus and retain it for future reference. A Statement of
Additional Information dated April 29, 1995 has been filed with the Securities
and Exchange Commission and is available without charge through the
Distributor, SEI Financial Services Company, 680 East Swedesford Road, Wayne,
PA 19087-1658 or by calling 1-800-932-7782. The Statement of Additional
Information is incorporated into this Prospectus by reference.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

APRIL 30, 1995
CLASS A

<PAGE>

SUMMARY

THE PILLAR FUNDS (THE "TRUST") CONSIST OF OPEN-END MANAGEMENT INVESTMENT
COMPANIES WHICH PROVIDE A CONVENIENT WAY TO INVEST IN PROFESSIONALLY MANAGED
PORTFOLIOS OF SECURITIES. THE FOLLOWING PROVIDES BASIC INFORMATION ABOUT THE
CLASS A SHARES OF THE TRUST'S U.S. TREASURY SECURITIES MONEY MARKET, PRIME
OBLIGATION MONEY MARKET AND TAX-EXEMPT MONEY MARKET FUNDS (COLLECTIVELY, THE
"FUNDS"; INDIVIDUALLY, A "FUND").

What are the Investment Objectives? Each Fund seeks to preserve principal and
maintain a high degree of liquidity while providing current income. The Tax-
Exempt Money Market Fund also seeks to provide current income that is exempt
from federal income tax. There can be no assurance that a Fund will achieve its
investment objective or be able to maintain a net asset value of $1.00 per
share on a continuous basis. See "Investment Objectives and Policies."

What are the Permitted Investments? The U.S. Treasury Securities Money Market
Fund invests exclusively in short-term U.S. Treasury obligations. The Prime
Obligation Money Market Fund invests in short-term, U.S. dollar denominated
obligations of United States issuers and obligations of U.S. and London
branches of foreign banks. The Tax-Exempt Money Market Fund invests in short-
term, U.S. dollar denominated municipal securities of issuers located in all
fifty states, the District of Columbia, Puerto Rico and other U.S. territories
and possessions. At least 80% of total assets of the Tax-Exempt Money Market
Fund will be invested in securities exempt, in the opinion of bond counsel for
the issuer, from federal income taxes. See "Investment Objectives and Policies"
and "Description of Permitted Investments."

Who is the Advisor? United Jersey Bank Investment Management Division, a
division of United Jersey Bank, serves as the Advisor of the Trust. See "The
Advisor."

Who is the Administrator? SEI Financial Management Corporation serves as the
Administrator of the Trust. See "The Administrator."

Who is the Shareholder Servicing Agent? SEI Financial Management Corporation
acts as dividend disbursing agent and shareholder servicing agent for the Trust
and as transfer agent for the Trust under a separate agreement. See "The
Shareholder Servicing Agent."

Who is the Distributor? SEI Financial Services Company acts as distributor of
the Trust's shares. See "The Distributor."

How do I Purchase and Redeem Shares? Purchases and redemptions may be made
through the Distributor on a day on which both the New York Stock Exchange and
the Federal Reserve wire system are open for business ("Business Day"). A
purchase order will be effective as of the Business Day received by the
Distributor if the Distributor receives an order and the Custodian receives
federal funds prior to 12:00 noon, Eastern time, on such Business Day.
Redemption orders must be placed prior to 12:00 noon, Eastern time, on any
Business Day for the order to be effective that day. See "Purchase and
Redemption of Shares."

How are Dividends Paid? The net investment income (exclusive of capital
gains) of each Fund is determined and declared on each Business Day as a
dividend for Shareholders of record as of the close of business on that day.
Any capital gains will be distributed at least annually. Dividends are paid
monthly in additional shares unless the Shareholder elects to take the payment
in cash. See "Dividends."

2
<PAGE>

EXPENSE SUMMARY

ANNUAL OPERATING EXPENSES CLASS A
(As a percentage of average net assets)

<TABLE>
<CAPTION>
U.S. TREASURY PRIME
SECURITIES OBLIGATION TAX-EXEMPT
MONEY MARKET MONEY MARKET MONEY MARKET
FUND FUND FUND
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Advisory Fees (after fee waivers)(1)... .35% .35% .32%
Other Expenses......................... .27% .27% .33%
- -------------------------------------------------------------------------------
Total Operating Expenses (after fee
waivers)(2)........................... .62% .62% .65%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
(1) The Advisor has agreed to voluntarily waive a portion of its fees in an
amount that operates to limit total operating expenses of Class A of each
Fund to not more than .65% of average daily net assets. The Advisor
reserves the right to terminate its fee waiver at any time in its sole
discretion.
(2) Absent a fee waiver for the Tax-Exempt Money Market Fund, the Advisory Fee
would be .35% and Total Operating Expenses would be .68% of such Fund's
average daily net assets. Additional information may be found under "The
Advisor," "The Administrator" and "The Distributor."

EXAMPLE

- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 YR. 3 YRS. 5 YRS. 10 YRS.
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
An investor in a Fund would pay the following
expenses on a $1,000 investment assuming (1) 5%
annual return and (2) redemption at the end of
each time period
U.S. Treasury Securities Money Market Fund...... $6 $20 $35 $77
Prime Obligation Money Market Fund.............. $6 $20 $35 $77
Tax-Exempt Money Market Fund.................... $7 $21 $36 $81
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
</TABLE>

THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The
purpose of the expense table and example is to assist the investor in
understanding the various costs and expenses that may be directly or
indirectly borne by investors in the Funds. The information set forth in the
foregoing table and example relates only to Class A Shares. The Trust also
offers Class B shares of each Fund which are subject to the same expenses
except that Class B shares bear certain distribution costs. Financial
institutions that are the record owner of shares for the account of their
customers may impose separate fees for account services to their customers.
Additional information may be found under "The Advisor," "The Administrator"
and "The Distributor."

3
<PAGE>

FINANCIAL HIGHLIGHTS THE PILLAR FUNDS

For a Class A Share Outstanding Throughout the Period.
<TABLE>
<CAPTION>
U.S. TREASURY PRIME
SECURITIES OBLIGATION TAX-EXEMPT
MONEY MARKET MONEY MARKET MONEY MARKET
FUND--CLASS A FUND--CLASS A FUND--CLASS A
------------------------------------ ----------------------------------- -----------------------------------
01/01/94 TO 01/01/93 TO 04/01/92 TO 01/01/94 TO 01/01/93 TO 04/01/92 TO 01/01/94 TO 01/01/93 TO 04/06/92 TO
12/31/94 12/31/93 12/31/92 (1) 12/31/94 12/31/93 12/31/92 (1) 12/31/94 12/31/93 12/31/92 (2)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of
Period.......... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
- ---------------------------------------------------------------------------------------------------------------------------------
Income from
Investment
Operations:
Net Investment
Income......... 0.03 0.02 0.02 0.04 0.03 0.02 0.02 0.02 0.02
- ---------------------------------------------------------------------------------------------------------------------------------
Total Income
from Investment
Operations..... 0.03 0.02 0.02 0.04 0.03 0.02 0.02 0.02 0.02
- ---------------------------------------------------------------------------------------------------------------------------------
Less
Distributions:
Dividends from
Net Investment
Income......... (0.03) (0.02) (0.02) (0.04) (0.03) (0.02) (0.02) (0.02) (0.02)
- ---------------------------------------------------------------------------------------------------------------------------------
Total
Distributions.. (0.03) (0.02) (0.02) (0.04) (0.03) (0.02) (0.02) (0.02) (0.02)
- ---------------------------------------------------------------------------------------------------------------------------------
Net Asset Value,
End of Period... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return..... 3.44% 2.46% 2.81%* 3.67% 2.65% 2.85%* 2.27% 1.99% 2.42%*
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS AND
SUPPLEMENTAL
DATA
Net Assets, End
of Period (000). $465,125 $420,947 $387,960 $157,378 $129,780 $124,811 $37,745 $32,994 $22,963
Ratio of Expenses
to Average Net
Assets.......... 0.62% 0.64% 0.65%* 0.62% 0.64% 0.65%* 0.65% 0.65% 0.65%*
Ratio of Expenses
to Average Net
Assets
(Excluding
Waivers)........ 0.62% 0.64% 0.70%* 0.62% 0.64% 0.77%* 0.68% 0.69% 0.79%*
Ratio of Net
Income to
Average Net
Assets.......... 3.39% 2.42% 2.67%* 3.68% 2.63% 2.63%* 2.27% 1.97% 2.39%*
Ratio of Net
Income to
Average Net
Assets
(Excluding
Waivers)........ 3.39% 2.42% 2.62%* 3.68% 2.63% 2.51%* 2.24% 1.93% 2.25%*
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Annualized
(1) The U.S. Treasury Securities Money Market and the Prime Obligations Money
Market Funds commenced operations on April 1, 1992. Ratios for this period
have been annualized.
(2) The Tax-Exempt Money Market Fund commenced operations on April 6, 1992.
Ratios for this period have been annualized.

4
<PAGE>

THE TRUST

THE PILLAR FUNDS (the "Trust") consist of open-end management investment
companies that have diversified and non-diversified portfolios. The Trust
offers units of beneficial interest ("shares") in fifteen separate investment
portfolios. Shareholders may purchase shares in each portfolio (except for the
U.S. Treasury Securities Plus Money Market Fund) through two separate classes
(Class A and Class B) which provide for variations in distribution costs,
voting rights, and dividends. Except for these differences between classes,
each share of each portfolio represents an undivided, proportionate interest in
that portfolio. This Prospectus relates to the Class A shares of the Trust's
U.S. Treasury Securities Money Market, Prime Obligation Money Market and Tax-
Exempt Money Market Funds (each of these, a "Fund"). Each Fund is a diversified
mutual fund. Information regarding the Trust's other portfolios and the Class B
shares of the Funds is contained in separate prospectuses that may be obtained
from the Trust's Distributor, SEI Financial Services Company, 680 East
Swedesford Road, Wayne, Pennsylvania 19087 or by calling 1-800-932-7782.

SHARES OF THE TRUST ARE NOT DEPOSITS, OBLIGATIONS OR ACCOUNTS (TRUST OR
OTHERWISE) OF, OR INSURED, GUARANTEED, SPONSORED OR ENDORSED BY, ANY BANK
(INCLUDING UNITED JERSEY BANK OR ITS AFFILIATES OR CORRESPONDENTS), ANY STATE
OR STATE AGENCY, THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC), THE U.S.
GOVERNMENT OR ANY U.S. GOVERNMENT AGENCY.

SHARES OF THE TRUST ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF
THE PRINCIPAL AMOUNT INVESTED.

INVESTMENT OBJECTIVES AND POLICIES

The investment objective of each Fund is to preserve principal value and
maintain a high degree of liquidity while providing current income. In
addition, the Tax-Exempt Money Market Fund seeks to provide current income that
is exempt from federal income tax. There is no assurance that the investment
objective of any Fund will be met.

Each Fund intends to comply with regulations of the Securities and Exchange
Commission ("SEC") applicable to money market funds using the amortized cost
method for calculating net asset value. These regulations impose certain
quality, maturity and diversification restraints on investments by a Fund.
Under these regulations, each Fund will invest only in U.S. dollar denominated
securities, will maintain an average maturity on a dollar-weighted basis of 90
days or less, and will acquire only "eligible securities" that present minimal
credit risks and have a maturity of 397 days or less. For a further discussion
of these rules, see "Description of Permitted Investments."

THE U.S. TREASURY SECURITIES MONEY MARKET FUND

The U.S. Treasury Securities Money Market Fund (the "Treasury Fund") will
invest exclusively in bills, notes and bonds issued by the U.S. Treasury and
separately traded interest and principal component parts of such obligations
that are transferable through the Federal Book Entry System ("U.S. Treasury
Obligations"). The Fund may also engage in securities lending. For a
description of U.S. Treasury Obligations, see "Description of Permitted
Investments."

THE PRIME OBLIGATION MONEY MARKET FUND

The Prime Obligation Money Market Fund (the "Prime Fund") will invest in
eligible securities consisting of: (i) commercial paper and short-term
corporate obligations of U.S. issuers that satisfy the Fund's quality criteria;
(ii) obligations (certificates of deposit, time deposits and bankers'
acceptances) of U.S. commercial banks, U.S. savings and loan institutions and
U.S. and London branches of foreign banks, provided such institutions have
total assets of $500 million or more as shown on their last published financial
statements at the time of investment and are insured by the Federal Deposit
Insurance Corporation or the Federal Savings and Loan Insurance Corporation
(the Fund may not invest more than 25% of its total assets in obligations
issued by foreign branches of U.S. banks

5
<PAGE>

and London branches of foreign banks); (iii) U.S. Treasury obligations; (iv)
obligations issued or guaranteed as to principal and interest by the agencies
or instrumentalities of the U.S. Government; and (v) repurchase agreements
involving any of such obligations. In addition, the Fund may also engage in
securities lending. For a further description of the Fund's permitted
investments and the above ratings, see "Description of Permitted Investments"
and "Description of Ratings" in the Statement of Additional Information.

THE TAX-EXEMPT MONEY MARKET FUND

The Tax-Exempt Money Market Fund (the "Tax-Exempt Fund") will invest at least
80% of its total assets in eligible securities issued by or on behalf of the
states, territories and possessions of the United States and the District of
Columbia and their political subdivisions, agencies and instrumentalities, the
interest of which, in the opinion of bond counsel for the issuer, is exempt
from federal income tax (collectively, "Municipal Securities"). The Tax-Exempt
Fund will primarily purchase municipal bonds, notes and commercial paper rated
in one of the two highest short-term rating categories in accordance with SEC
regulations at the time of investment or, if not rated, as determined by the
Advisor to be of comparable quality.

The Tax-Exempt Fund may purchase municipal obligations with demand features,
including floating or variable rate obligations. In addition, the Fund may
invest in commitments to purchase securities on a "when-issued" basis, and
reserves the right to purchase securities subject to a standby commitment. The
Advisor has discretion to invest up to a total of 20% of the Fund's assets in
taxable money market instruments (including repurchase agreements) and
securities subject to the alternative minimum tax. However, the Fund generally
intends to be fully invested in securities exempt from federal income tax. The
Fund may also engage in securities lending.

For additional information regarding risks and permitted investments, see
"Description of Permitted Investments" in this Prospectus and "Description of
Permitted Investments" and "Description of Ratings" in the Statement of
Additional Information.

INVESTMENT LIMITATIONS

The investment objective and the following investment limitations are
fundamental policies of each Fund. In addition, it is a fundamental policy of
each Fund to use its best efforts to maintain a constant net asset value of
$1.00 per share although there can be no assurance any Fund will be able to do
so. It is also a fundamental policy of the Tax-Exempt Fund to invest at least
80% of its assets in Municipal Securities. Fundamental policies cannot be
changed with respect to a Fund without the consent of the holders of a majority
of that Fund's outstanding shares.

Each Fund may not:

1. Purchase securities of any issuer (except securities issued or guaranteed by
the United States Government, its agencies or instrumentalities and repurchase
agreements involving such securities) if, as a result, more than 5% of the
total assets of the Fund would be invested in the securities of such issuer.
This restriction applies to 75% of each Fund's total assets. See "Description
of Permitted Investments--Restraint on Investments by "Money Market Funds."

6
<PAGE>

3. Make loans, except that a Fund may (a) purchase or hold debt instruments in
accordance with its investment objective and policies; (b) enter into
repurchase agreements; and (c) engage in securities lending as described in
this Prospectus and in the Statement of Additional Information.

It is a non-fundamental policy of each Fund to invest no more than 10% of its
total assets in illiquid securities (as defined under "Description of Permitted
Investments").

The foregoing percentage limitations will apply at the time of the purchase of
a security. Additional investment limitations are set forth in the Statement of
Additional Information.

THE ADVISOR

United Jersey Bank Investment Management Division, a division of United Jersey
Bank (the "Advisor") serves as the Advisor of the Trust. The Advisor makes the
investment decisions for the assets of each Fund and continuously reviews,
supervises and administers each Fund's investment program subject to the
supervision of, and policies established by, the Trustees of the Trust.

United Jersey Bank, 210 Main Street, Hackensack, NJ 07601, was chartered in
1899 and has been exercising trust powers and managing money since 1916. The
Investment Management Division began as a separate operating division of the
Bank in 1973. The Bank's investment experts have, on average, over 20 years of
experience in investment management. As of December 31, 1994, total assets
under management were more than $3 billion.

United Jersey Bank is a wholly-owned subsidiary of UJB Financial Corp., an
interstate bank holding company with $15.4 billion in assets and 270 banking
offices in New Jersey and Eastern Pennsylvania as of December 31, 1994.

The Advisor is entitled to a fee, which is calculated daily and paid monthly,
at an annual rate of .35% of the average daily net assets of each Fund. The
Advisor has voluntarily agreed to waive all or a portion of its fees in order
to limit the operating expenses of Class A of each Fund to .65%. The Advisor
reserves the right to terminate its fee waiver at any time in its sole
discretion. For the fiscal year ended December 31, 1994, each Fund paid the
Advisor the following advisory fee (shown as a percentage of its average daily
net assets): Treasury Fund, .35%; Prime Fund, .35%; and Tax-Exempt Fund, .32%.

United Jersey Bank has also entered into a Custodian Agreement with the Trust
under which it provides all securities safekeeping services as required by the
Funds and the Investment Company Act of 1940, as amended (the "1940 Act") . The
Trust pays United Jersey Bank (referred to herein in its custodial capacity as
the "Custodian") a custodian fee, which is calculated daily and paid monthly,
at an annual rate of .025% of the average daily net assets of each Fund.

The Glass-Steagall Act restricts the securities activities of banks such as
United Jersey Bank, but federal regulatory authorities permit such banks to
provide investment advisory and other services to mutual funds. Should this
position be challenged successfully in court or reversed by legislation, the
Trust might have to make other investment advisory arrangements.

THE ADMINISTRATOR

SEI Financial Management Corporation (the "Administrator"), a wholly-owned
subsidiary of SEI Corporation ("SEI"), serves as the Administrator of the
Trust. The Administrator provides the Trust with administrative services other
than investment advisory services, including regulatory reporting and all
necessary office space, equipment, personnel and facilities.

The Administrator is entitled to a fee, which is calculated daily and paid
monthly, at an annual rate of .20% of the average daily net assets of each
Fund.

7
<PAGE>

THE SHAREHOLDER SERVICING AGENT

SEI Financial Management Corporation acts as the dividend disbursing agent and
shareholder servicing agent for the Trust. SEI Financial Management Corporation
also acts as the transfer agent for the Trust.

THE DISTRIBUTOR

SEI Financial Services Company (the "Distributor"), a wholly-owned subsidiary
of SEI, acts as the Distributor for the Trust. No compensation is paid to the
Distributor for distribution services for the Class A shares of any Fund. Class
B shares of each Fund bear the costs of their distribution expenses and related
service fees at the annual rate of up to .25% of the average daily net assets
of the Fund. Class A shares of each Fund are offered without distribution fees
(i) to institutional investors (including United Jersey Bank, its affiliates
and correspondent banks) for the investment of their own funds, and (ii) to
individuals and institutions (including United Jersey Bank, its affiliates and
correspondent banks) but (A) only for the investment of funds held by such
individuals or institutions in a fiduciary, agency, custodial or other
representative capacity, and (B) only if such individuals or institutions are
able to provide complete shareholder recordkeeping services with respect to
shares purchased and held in such capacity.

Class B shares of each Fund are offered to all persons. Consequently, it is
possible that individuals and institutions may offer different classes of
shares to their customers and thus receive different compensation with respect
to different classes of shares. In addition, individuals and institutions that
are the record owners of shares for the account of their customers may impose
separate fees for account services to their customers. The Funds may also
execute brokerage or other agency transactions through an affiliate of the
Advisor or through the Distributor for which such affiliate or the Distributor
receives compensation.

PURCHASE AND REDEMPTION OF SHARES

Purchases and redemptions of shares of the Funds may be made on any Business
Day. State securities laws may require banks and financial institutions
purchasing shares for their customers to register as dealers pursuant to state
laws.

A purchase order will be effective as of the Business Day received by the
Distributor if the Distributor receives an order and the Custodian receives
federal funds before 12:00 noon, Eastern time, on such Business Day. Otherwise,
the purchase order will be effective the next Business Day. Financial
institutions may impose an earlier cut-off time for receipt of purchase orders
directed through them to allow time for processing and transmittal of these
orders to the Distributor for effectiveness the same day.

The purchase price is the net asset value per share next computed after the
order is effective. The net asset value per share of each Fund is determined by
dividing the total value of its investments and other assets, less any
liabilities, by its total outstanding shares. The net asset value per share is
calculated as of 12:00 noon, Eastern time, each Business Day based on the
amortized cost method as described in the Statement of Additional Information.
Purchased shares are first entitled to dividends the day the purchase order is
effective.

The Trust reserves the right to reject a purchase order when the Distributor
determines that it is not in the best interest of the Trust or its Shareholders
to accept such order.

For redemption orders received before 12:00 noon, Eastern time, payment will be
made the same day by transfer of Federal funds. Otherwise, payment will be made
on the next Business Day. The redemption price is the net asset value per share
of the Fund next determined after receipt by the Distributor of the redemption
order. Redeemed shares are not entitled to dividends declared the day the
redemption order is effective.

The purchase price and the redemption price is expected to remain constant at
$1.00 per share.

The Funds intend to pay cash for all shares redeemed, but under abnormal
conditions which

8
<PAGE>

make payment in cash unwise, payment may be made wholly or partly in portfolio
securities with a market value equal to the redemption price. In such cases, an
investor may incur brokerage costs in converting such securities to cash.

COMPUTATION OF YIELD

From time to time the Funds may advertise "current yield" and "effective
compound yield". Both yield figures are based on historical earnings and are
not intended to indicate future performance. The "current yield" of a Fund
refers to the income generated by an investment in a Fund over a seven-day
period (which period will be stated in the advertisement). This income is then
"annualized." That is, the amount of income generated by the investment during
that week is assumed to be generated each week over a 52-week period and is
shown as a percentage of the investment. The "effective yield" is calculated
similarly but, when annualized, the income earned by an investment in a Fund is
assumed to be reinvested. The "effective yield" will be slightly higher than
the "current yield" because of the compounding effect of this assumed
reinvestment. In addition, the advertised performance on Class A shares will
normally be higher than for Class B shares because Class A shares are not
subject to distribution expenses charged to Class B shares. The actual return
to a Shareholder on Class A shares may be reduced by any administrative or
management charges that may be imposed by individuals or institutions on their
customers for account services. The actual return to Shareholders on Class B
shares will be reduced by the amount of any sales load paid on Class B shares.

The Tax-Exempt Fund may also advertise a "tax-equivalent yield," which is
calculated by determining the rate of return that would have been achieved on a
fully taxable investment to produce the after tax equivalent of the Fund's
yield, assuming certain tax brackets for the Shareholder.

The Fund may periodically compare its performance to that of other mutual funds
tracked by mutual fund rating services (such as Lipper Analytical) or financial
and business publications and periodicals, broad groups of comparable mutual
funds, unmanaged indices which may assume investment of dividends but generally
do not reflect deductions for administrative and management costs or other
investment alternatives. The Fund may quote Morningstar, Inc., a service that
ranks mutual funds on the basis of risk-adjusted performance. The Fund may
quote Ibbotson Associates of Chicago, Illinois, which provides historical
returns of the capital markets in the U.S. The Fund may use long term
performance of these capital markets to demonstrate general long-term risk
versus reward scenarios and could include the value of a hypothetical
investment in any of the capital markets. The Fund may also quote financial and
business publications and periodicals as they relate to fund management,
investment philosophy, and investment techniques.

TAXES

The following summary of federal income tax consequences is based on current
tax laws and regulations, which may be changed by legislative, judicial or
administrative action. No attempt has been made to present a detailed
explanation of the federal, state, or local income tax treatment of the Funds
or their Shareholders. Accordingly, Shareholders are urged to consult their tax
advisers regarding specific questions as to federal, state and local income
taxes.

TAX STATUS OF THE FUNDS

Each Fund is treated as a separate entity for Federal income tax purposes and
is not combined with the Trust's other Funds. Each Fund intends to qualify for
the special tax treatment afforded regulated investment companies under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), so
as to be relieved of federal income tax on that part of its net investment
income which is distributed to Shareholders. Each Fund also intends to make
sufficient distributions each calendar year to avoid liability for federal
excise tax.

9
<PAGE>

TAX STATUS OF DISTRIBUTIONS

Dividends declared by a Fund in December of any year and payable to
Shareholders of record on a date in that month will be deemed to have been paid
by the Fund and received by the Shareholders on the last day of that month if
paid by the Fund during the following January.

THE TREASURY AND PRIME FUNDS will distribute all of their net investment income
(including, for this purpose, net short-term capital gain) to Shareholders.
Dividends from net investment income will be taxable to Shareholders as
ordinary income whether received in cash or in additional shares and will not
qualify for the dividends-received deduction otherwise available to corporate
shareholders. Dividends from net capital gain (the excess of net long-term
capital gain over net short-term capital loss) also will not qualify for the
dividends-received deduction and will be treated as long-term capital gains,
regardless of how long the Shareholder has held shares. Each Fund will make
annual reports to Shareholders of the Federal income tax status of all
distributions.

Interest received on direct U.S. obligations that is exempt from tax at the
state level when received directly may be exempt, depending on the state, when
received by a Shareholder from a Fund, provided certain conditions are
satisfied. Interest received on repurchase agreements normally is not exempt
from state taxation. Each Fund annually will inform Shareholders of the
percentage of income and distributions derived from direct U.S. obligations.
Shareholders should consult their tax advisors to determine whether any portion
of the income dividends received from a Fund is considered tax exempt in their
particular states.

With respect to investments in STRIPS and CUBES (as defined under "Description
of Permitted Investments"), which are sold at original issue discount and thus
do not make periodic cash interest payments, a Fund will be required to include
as part of its current income the accreted interest on such obligations even
though the Fund has not received any interest payments on such obligations
during that period. Because each Fund distributes all of its net investment
income to its Shareholders, a Fund may have to sell portfolio securities to
distribute such imputed income which may occur at a time when the Advisor would
not have chosen to sell such securities and which may result in a taxable gain
or loss.

THE TAX-EXEMPT FUND will distribute all of its net investment income (including
net short-term capital gain) to Shareholders. If, at the close of each quarter
of its taxable year, at least 50% of the value of the Fund's total assets
consists of obligations the interest on which is excludable from gross income,
the Fund may pay "exempt-interest dividends" to its Shareholders. Those
dividends constitute the portion of the aggregate dividends as designated by
the Fund, equal to the excess of the excludable interest over certain amounts
disallowed as deductions. Exempt-interest dividends are excludable from a
Shareholder's gross income for regular federal income tax purposes, but may
have alternative minimum tax consequences. See the Statement of Additional
Information.

Current federal law limits the types and volume of bonds qualifying for the
federal income tax exemption of interest, which may have an effect on the
ability of the Fund to purchase sufficient amounts of tax-exempt securities to
satisfy the Code's requirements for the payment of "exempt-interest dividends."

Any dividends attributable to the Fund's taxable income will be taxable to
Shareholders as ordinary income (whether received in cash or in additional
shares) to the extent of the Fund's earnings and profits and will not qualify
for the corporate dividends-received deduction. The Fund will make annual
reports to Shareholders of the Federal income tax status of distributions.

The Fund does not expect to realize any net capital gains (the excess of net
long-term capital gains over net short-term capital losses). To the extent that
it does, however, it intends to distribute such gains to Shareholders.
Distributions of net capital gains will

10
<PAGE>

not qualify for the dividends-received deduction for corporate shareholders and
will be treated as long-term capital gain regardless of how long a shareholder
has held shares.

Interest on indebtedness incurred or continued by a Shareholder in order to
purchase shares is not deductible. Furthermore, entities or persons who are
"substantial users" (or persons related to "substantial users") of facilities
financed by "private activity bonds" or certain industrial development bonds
should consult their tax advisers before purchasing shares. For these purposes,
the term "'substantial user" is defined generally to include a "non-exempt
person" who regularly uses in trade or business a part of a facility financed
from the proceeds of such bonds. See the Statement of Additional Information.

GENERAL INFORMATION

THE TRUST

The Trust was organized as a Massachusetts business trust under a Declaration
of Trust dated September 9, 1991. The Declaration of Trust permits the Trust to
offer separate portfolios of shares and different classes of each Fund. In
addition to the Funds, the Trust consists of the following portfolios: U.S.
Treasury Securities Plus Money Market Fund, Short-Term Investment Fund, Fixed
Income Fund, New Jersey Municipal Securities Fund, Pennsylvania Municipal
Securities Fund, Intermediate-Term Government Securities Fund, GNMA Fund,
Equity Value Fund, Equity Income Fund, Mid Cap Value Fund, Balanced Growth Fund
and International Growth Fund. All consideration received by the Trust for
shares of any Fund and all assets of such Fund belong to that Fund and would be
subject to liabilities related thereto.

The Trust pays its expenses, including fees of its service providers, audit and
legal expenses, expenses of preparing prospectuses, proxy solicitation material
and reports to Shareholders, costs of custodial services and registering the
shares under federal and state securities laws, pricing, insurance expenses,
litigation and other extraordinary expenses, brokerage costs, interest charges,
taxes and organization expenses.

TRUSTEES OF THE TRUST

The management and affairs of the Trust are supervised by a board of trustees
(the "Trustees") under the laws governing business trusts in the Commonwealth
of Massachusetts. The Trustees have approved contracts under which, as
described above, certain companies provide essential management services to the
Trust.

VOTING RIGHTS

Each share held entitles a Shareholder of record to one vote. The Shareholders
of each Fund or class will vote separately on matters relating solely to that
Fund or class. As a Massachusetts business trust, the Trust is not required to
hold annual meetings of Shareholders but approval will be sought for certain
changes in the operation of the Trust and for the election of Trustees under
certain circumstances. In addition, a Trustee may be removed by the remaining
Trustees or by Shareholders at a special meeting called upon written request of
Shareholders owning at least 10% of the outstanding shares of the Trust. In the
event that such a meeting is requested the Trust will provide appropriate
assistance and information to the Shareholders requesting the meeting.

REPORTING

The Trust issues unaudited financial information semi-annually and audited
financial statements annually. The Trust furnishes proxy statements and other
reports to Shareholders of record.

SHAREHOLDER INQUIRIES

Shareholder inquiries should be directed to The Pillar Funds, P.O. Box 239,
Wayne, PA 19087-0239.

DIVIDENDS

The net investment income (exclusive of capital gains) of each Fund is
determined and declared on each Business Day as a dividend to Shareholders of
11
<PAGE>

record as of the close of business on that day. Dividends are paid by the Funds
in additional shares on or about the first business day of the following month,
unless the Shareholder has elected to take such payment in cash. Shareholders
may change their election by providing written notice to the Administrator at
least 15 days prior to the distribution. Currently, capital gains of a Fund, if
any, are distributed at least annually.

The amount of dividends payable on Class A shares will be more than the
dividends payable on the Class B shares because of the distribution expenses
charged to Class B shares.

COUNSEL AND INDEPENDENT PUBLIC ACCOUNTANTS

Morgan, Lewis & Bockius serves as counsel to the Trust. Arthur Andersen LLP
serves as the independent public accountants of the Trust.

DESCRIPTION OF PERMITTED INVESTMENTS

The following is a description of the permitted investments for each Fund:

BANKERS' ACCEPTANCE--A bill of exchange or time draft drawn on and accepted by
a commercial bank. It is used by corporations to finance the shipment and
storage of goods and to furnish dollar exchange. Maturities are generally six
months or less.

CERTIFICATES OF DEPOSIT--Certificates of deposit are interest bearing
instruments with a specific maturity. They are issued by banks and savings and
loan institutions in exchange for the deposit of funds and normally can be
traded in the secondary market prior to maturity. Certificates of deposit with
penalties for early withdrawal will be considered illiquid.

COMMERCIAL PAPER--The term used to designate unsecured short-term promissory
notes issued by corporations and other entities. Maturities on these issues
vary from a few days to nine months to 270 days.

DERIVATIVES--Derivatives are securities that derive their value from other
securities. The following are considered derivative securities: options on
futures, futures, options (e.g., puts and calls), swap agreements, mortgage-
backed securities (CMOs, REMICs, IOs and POs), when-issued securities and
forward commitments, floating and variable rate securities, convertible
securities, "stripped" U.S. Treasury securities (e.g., Receipts and STRIPs),
and privately issued stripped securities (e.g., TGRs, TRs and CATS). See
elsewhere in this "Description of Permitted Investments" for discussions of
these various instruments, and see "Investment Objectives and Policies" for
more information about any investment policies and limitations applicable to
their use.

ILLIQUID SECURITIES--Illiquid securities are securities which cannot be
disposed of within seven business days at approximately the price at which they
are being carried on a Fund's books. Not more than 10% of the total assets of a
Fund will be invested in such instruments. An illiquid security includes a
demand instrument with a demand notice period exceeding seven days, if there is
no secondary market for such security. Restricted securities, including Rule
144A securities, that meet the criteria established by the Board of Trustees of
the Trust will be considered liquid.

MUNICIPAL SECURITIES--Municipal securities consist of (i) debt obligations
issued by or on behalf of public authorities to obtain funds to be used for
various public facilities, for refunding outstanding obligations, for general
operating expenses and for lending such funds to other public institutions and
facilities, and (ii) certain private activity and industrial development bonds
issued by or on behalf of public authorities to obtain funds to provide for the
constructions, equipment, repair or improvement of privately operated
facilities.

12
<PAGE>

obligation or commitment, such as an obligation issued in connection with a
leasing arrangement. The payment of principal and interest on private activity
and industrial development bonds generally is dependent solely on the ability
of the facility's user to meet its financial obligations and the pledge, if
any, of real and personal property so financed as security for such payment.

Municipal securities include both municipal notes and municipal bonds.
Municipal notes include general obligation notes, tax anticipation notes,
revenue anticipation notes, bond anticipation notes, certificates of
indebtedness, demand notes and construction loan notes. Municipal bonds include
general obligation bonds, revenue or special obligation bonds, private activity
and industrial development bonds.

REPURCHASE AGREEMENTS--Repurchase agreements are agreements by which a Fund
obtains a security and simultaneously commits to return the security to the
seller at an agreed upon price on an agreed upon date within a number of days
from the date of purchase. The Custodian will hold the security as collateral
for the repurchase agreement. A Fund bears a risk of loss in the event the
other party defaults on its obligations and the Fund is delayed or prevented
from its right to dispose of the collateral securities or if the Fund realizes
a loss on the sale of the collateral securities. A Fund will enter into
repurchase agreements only with financial institutions deemed to present
minimal risk of bankruptcy during the term of the agreement based on
established guidelines. Repurchase agreements are considered loans under the
1940 Act.

RESTRAINTS ON INVESTMENTS BY MONEY MARKET FUNDS--Investments by a money market
fund are subject to limitations imposed under regulations adopted by the SEC.
Under these regulations, money market funds may only acquire obligations that
present minimal credit risks and that are "eligible securities," which means
they are (i) rated, at the time of investment, by at least two nationally
recognized security rating organizations (one if it is the only organization
rating such obligation) in the highest short-term rating category or, if
unrated, determined to be of comparable quality (a "first tier security"), or
(ii) rated according to the foregoing criteria in the second highest short-term
rating category or, if unrated, determined to be of comparable quality ("second
tier security"). A security is not considered to be unrated if its issuer has
outstanding obligations of comparable priority and security that have a short-
term rating. The Adviser will determine that an obligation presents minimal
credit risks or that unrated instruments are of comparable quality in
accordance with guidelines established by the Trustees. In addition, the
Trustees must approve or ratify the purchase of unrated securities or
securities rated by only one rating organization by the Prime Fund. In the case
of taxable money market funds, investments in second tier securities are
subject to the further constraint that (i) no more than 5% of a Fund's assets
may be invested in such securities in the aggregate, and (ii) any investments
in such securities of one issuer is limited to the greater of 1% of a Fund's
total assets or $1 million. A taxable money market fund may hold more than 5%
of its assets in the first tier securities of a single issuer three business
days.

SECURITIES OF FOREIGN ISSUERS--There are certain risks connected with investing
in foreign securities. These include risks of adverse political and economic
developments, the possible imposition of exchange controls or other
governmental restrictions, less uniformity in accounting and reporting
requirements, the possibility that there will be less information on such
securities and their issuers available to the public, the difficulty of
obtaining or enforcing court judgments abroad, restrictions on foreign
investments in other jurisdictions, difficulties in effecting repatriation of
capital invested abroad and difficulties in transaction settlements and the
effect of delay on shareholder equity. Foreign securities may be subject to
foreign taxes, and may be less marketable than comparable U.S. securities. Also
it may be more difficult to obtain a judgment in a court outside the United
States.

13
<PAGE>

SECURITIES LENDING--In order to generate additional income, a Fund may lend
securities which it owns pursuant to agreements requiring that the loan be
continuously secured by collateral consisting of cash, securities of the U.S.
Government or its agencies equal to at least 102% of the market value of the
securities lent. A Fund continues to receive interest on the securities lent
while simultaneously earning interest on the investment of cash collateral.
Collateral is marked to market daily. There may be risks of delay in recovery
of the securities or even loss or rights in the collateral should the borrower
of the securities fail financially or become insolvent. A Fund pays lending and
other fees in connection with securities loans.

STANDBY COMMITMENTS AND PUTS--Securities subject to standby commitments or puts
permit the holder thereof to sell the securities at a fixed price prior to
maturity. Securities subject to a standby commitment or put may be sold at any
time at the current market price. However, unless the standby commitment or put
was an integral part of the security as originally issued, it may not be
marketable or assignable; therefore, the standby commitment or put would only
have value to a Fund owning the security to which it relates. In certain cases,
a premium may be paid for a standby commitment or put, which premium will have
the effect of reducing the yield otherwise payable on the underlying security.
A Fund will limit standby commitment or put transactions to institutions
believed to present minimal credit risk.

TIME DEPOSITS--A non-negotiable receipt issued by a bank in exchange for the
deposit of funds. Like a certificate of deposit, it earns a specified rate of
interest over a definite period of time; however, it cannot be traded in the
secondary market. Time deposits are considered to be illiquid securities.

U.S. GOVERNMENT AGENCIES--Obligations issued or guaranteed by agencies of the
U.S. Government, including, among others, the Federal Farm Credit Bank, the
Federal Housing Administration and the Small Business Administration, and
obligations issued or guaranteed by instrumentalities of the U.S. Government,
including, among others, the Federal Home Loan Mortgage Corporation, the
Federal Land Banks and the U.S. Postal Service. Some of these securities are
supported by the full faith and credit of the U.S. Treasury (e.g., Government
National Mortgage Association), other are supported by the right of the issuer
to borrow from the Treasury (e.g., Federal Farm Credit Bank), while still
others are supported only by the credit of the instrumentality (e.g., Federal
National Mortgage Association). Guarantees of principal by agencies or
instrumentalities of the U.S. Government may be a guarantee of payment at the
maturity of the obligation so that in the event of a default prior to maturity
there might not be a market and thus no means of realizing on the obligation
prior to maturity. Guarantees as to the timely payment of principal and
interest do not extend to the value or yield of these securities nor to the
value of a Fund's shares.

U.S. TREASURY OBLIGATIONS--Bills, notes and bonds issued by the U.S. Treasury
and separately traded interest and principal component parts of such
obligations that are transferable through the Federal book-entry system known
as Separately Traded Registered Interest and Principal Securities ("STRIPS").

VARIABLE AND FLOATING RATE INSTRUMENTS--Certain obligations may carry variable
or floating rates of interest, and may involve a conditional or unconditional
demand feature. Such instruments bear interest at rates which are not fixed,
but which vary with changes in specified market rates or indices. The interest
rates on these securities may be reset daily, weekly, quarterly or some other
reset period, and may have a floor or ceiling on interest rate changes. There
is a risk that the current interest rate on such obligations may not accurately
reflect existing market interest rates. A demand instrument with a demand
notice exceeding seven days may be considered illiquid if there is no secondary
market for such security.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES--When-issued or delayed delivery
basis transactions involve the purchase of an

14
<PAGE>

instrument with payment and delivery taking place in the future. Delivery of
and payment for these securities may occur a month or more after the date of
the purchase commitment. A Fund will maintain with the Custodian a separate
account with liquid high grade debt securities or cash in an amount at least
equal to these commitments. The interest rate realized on these securities is
fixed as of the purchase date and no interest accrues to a Fund before
settlement. These securities are subject to market fluctuation due to changes
in market interest rates and it is possible that the market value at the time
of settlement could be higher or lower than the purchase price if the general
level of interest rates has changed. Although a Fund generally purchases
securities on a when-issued or forward commitment basis with the intention of
actually acquiring securities, a Fund may dispose of a when-issued security or
forward commitment prior to settlement if it deems appropriate.

15
<PAGE>

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Summary..................................................................... 2
Expense Summary............................................................. 3
The Trust................................................................... 5
Investment Objectives and Policies.......................................... 5
Investment Limitations...................................................... 6
The Advisor................................................................. 7
The Administrator........................................................... 7
</TABLE>
<TABLE>
<S> <C>
The Shareholder Servicing Agent............................................. 8
The Distributor............................................................. 8
Purchase and Redemption of Shares........................................... 8
Computation of Yield........................................................ 9
Taxes....................................................................... 9
General Information......................................................... 11
Description of Permitted Investments........................................ 12
</TABLE>

<PAGE>

THE PILLAR FUNDS
Fixed Income Funds

Supplement Dated January 2, 1996 to the Class A Prospectus Dated April 30, 1995

The prospectus dated April 30, 1995 relates to the Short-Term Investment, Fixed
Income, New Jersey Municipal Securities, Pennsylvania Municipal Securities,
Intermediate-Term Government Securities and GNMA Funds. This supplement
provides new and additional information beyond that contained in the current
prospectus and should be retained and read in conjunction with such prospectus.

The discussion of eligible investors for the Class A shares on the cover page
and the fifth sentence in the first paragraph of the section entitled "The
Distributor" on page 13 of the prospectus is deleted in its entirety and
replaced with the following:

Class A shares of each Fund are offered without distribution fees (i) to
institutional investors (including United Jersey Bank, its affiliates and
correspondent banks) for the investment of their own funds, (ii) to individuals
and institutions (including United Jersey Bank, its affiliates and correspondent
banks) for the investment of funds held by such individuals or institutions in a
fiduciary, agency, custodial or other representative capacity if such
individuals or institutions are able to provide complete shareholder
recordkeeping services with respect to shares purchased and held in such
capacity, and (iii) any individual who has entered into an Investment Strategy
Account Agreement with United Jersey Bank, its affiliates or correspondent
banks ("ISA Customers") (persons who own Class A shares of a Fund are referred
to herein as "Shareholders").

----------------

The following language is inserted after the second sentence in the section
entitled "How do I Purchase and Redeem Shares?" on page 3 and after the first
sentence in the second paragraph under the section entitled "Purchase and
Redemption of Shares" on page 14 of the prospectus:

With respect to ISA Customers, purchase orders will be effective as of the
Business Day received by the Distributor if the Distributor receives the order
and payment prior to 4:00 p.m., Eastern time, on such Business Day.

----------------

The third paragraph of the section entitled "Investment Objectives and Policies
- - The Fixed Income Fund" on page 8 of the prospectus is deleted in its entirety
and replaced with the following:

The Fund expects to maintain a dollar-weighted average maturity that will not
exceed fifteen years.

----------------

The following language is inserted after the last paragraph under the section
entitled "Purchase and Redemption of Shares" beginning on page 14 of the
prospectus:

Purchase of Shares - ISA Customers

1
<PAGE>

Direct Purchases - ISA Customers

By Wire - Subsequent purchases of shares may be made by wire. To buy shares
by wire, call the Distributor toll-free at 1-800-932-7782.

Other Information Regarding Purchases - The purchase price is the net asset
value per share next computed after the order is effective. No certificates
representing shares will be issued.

Redemption of Shares - ISA Customers

Direct Redemptions - ISA Customers

By Mail - A written request for redemption must be received by the Distributor
in order to constitute a valid request for redemption. The Distributor may
require that the signature on the written request be guaranteed by a commercial
bank or by a member firm of a domestic stock exchange. The signature guarantee
requirement will be waived if all of the following conditions apply: (1) the
redemption is for $5,000 worth of shares or less, (2) the redemption check is
payable to the Shareholder(s) of record, and (3) the redemption check is mailed
to the Shareholder(s) at the address of record. ISA Customers may also have
the proceeds mailed to a commercial bank account previously designated on the
Account Application or by written instruction to the Distributor. There is no
charge for having redemption requests mailed to a designated bank account.

2
<PAGE>

Systematic Withdrawal Plan (SWP) - The Funds offer a Systematic Withdrawal Plan
which may be utilized by ISA Customers who wish to receive regular distributions
from their account. Upon commencement of the SWP, the account must have a
current value of $10,000 or more. ISA Customers may elect to receive automatic
payment by check or ACH of $50 or more on a monthly or quarterly basis. An
Optional Services Form may be obtained by contacting the Distributor at 1-800-
932-7782.

----------------

The following language is inserted after the last paragraph under "General
Information - The Trust" on page 18 of the prospectus:

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

3
<PAGE>

THE PILLAR FUNDS

Investment Advisor:
UNITED JERSEY BANK INVESTMENT MANAGEMENT DIVISION, A
DIVISION OF UNITED JERSEY BANK

THE PILLAR FUNDS (the "Trust") consist of mutual fund portfolios seeking to
provide a convenient and economical means of investing in one or more
professionally managed portfolios of securities. This Prospectus relates to the
following fixed income funds (collectively, the "Funds"; individually, a
"Fund"):

. SHORT-TERM INVESTMENT FUND
. FIXED INCOME FUND
. NEW JERSEY MUNICIPAL SECURITIES FUND
. PENNSYLVANIA MUNICIPAL SECURITIES FUND
. INTERMEDIATE-TERM GOVERNMENT SECURITIES FUND
. GNMA FUND

CLASS A

The Trust's Class A Shares are offered without distribution fees (i) to
institutional investors (including United Jersey Bank, its affiliates and
correspondent banks) for the investment of their own funds, and (ii) to any
individual or institution (including United Jersey Bank, its affiliates and
correspondent banks) for the investment of funds held by such individual or
institution in a fiduciary, agency, custodial or other representative capacity
(but only if such individual or institution is able to provide complete
shareholder recordkeeping services with respect to shares purchased and held in
such capacity) (persons who own Class A Shares of a Fund are referred to herein
as "Shareholders").

CLASS A SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR INSURED,
ENDORSED OR GUARANTEED BY, ANY BANK (INCLUDING UNITED JERSEY BANK OR ITS
AFFILIATES OR CORRESPONDENTS), ANY STATE OR STATE AGENCY, THE FEDERAL
DEPOSIT INSURANCE CORPORATION (FDIC), THE U.S. GOVERNMENT OR ANY U.S.
GOVERNMENT AGENCY.

AMOUNTS INVESTED IN THE FUNDS ARE SUBJECT TO INVESTMENT RISKS, INCLUDING
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

This Prospectus sets forth concisely the information about the Trust that a
prospective investor should know before investing. Investors are advised to
read this Prospectus and retain it for future reference. A Statement of
Additional Information dated April 29, 1995, has been filed with the Securities
and Exchange Commission and is available without charge through the
Distributor, SEI Financial Services Company, 680 East Swedesford Road, Wayne,
PA 19087-1658 or by calling 1-800-932-7782. The Statement of Additional
Information is incorporated into this Prospectus by reference.

APRIL 30, 1995
CLASS A
<PAGE>

SUMMARY

THE PILLAR FUNDS (THE "TRUST") CONSIST OF OPEN-END MANAGEMENT INVESTMENT
COMPANIES WHICH PROVIDE A CONVENIENT WAY TO INVEST IN PROFESSIONALLY MANAGED
PORTFOLIOS OF SECURITIES. THE FOLLOWING PROVIDES BASIC INFORMATION ABOUT THE
CLASS A SHARES OF THE TRUST'S SHORT-TERM INVESTMENT, FIXED INCOME, NEW JERSEY
MUNICIPAL SECURITIES, PENNSYLVANIA MUNICIPAL SECURITIES, INTERMEDIATE-TERM
GOVERNMENT SECURITIES AND GNMA FUNDS (COLLECTIVELY, THE "FUNDS"; INDIVIDUALLY,
A "FUND").

What are the Investment Objectives? The investment objectives of the
respective Funds are as follows: The Short-Term Investment Fund--a high level
of total return, primarily through current income, consistent with preservation
of capital; the Fixed Income Fund--a high level of total return, primarily
through current income and capital appreciation, consistent with the
preservation of capital; the New Jersey Municipal Securities Fund--current
income exempt from both federal and New Jersey income tax consistent with
preservation of capital; the Pennsylvania Municipal Securities Fund--current
income exempt from both federal and Pennsylvania income tax consistent with
preservation of capital; the Intermediate-Term Government Securities Fund--
preservation of principal value and a high degree of liquidity while providing
current income; and the GNMA Fund--the highest level of current income
consistent with preservation of principal and a high degree of liquidity. There
is no assurance that a Fund will meet its investment objective. See "Investment
Objectives and Policies."

What are the Permitted Investments? The Short-Term Investment and Fixed
Income Funds invest at least 65% of their assets in (i) obligations issued or
guaranteed as to principal and interest by the U.S. Government and its agencies
and instrumentalities; (ii) corporate bonds and debentures; (iii) short-term
commercial paper; (iv) short-term bank obligations; (v) securities of the
government of Canada and its provincial and local governments; (vi) custodial
receipts; and (vii) repurchase agreements involving such securities. These
securities may include securities issued by foreign issuers which may subject
the Funds to risks associated with foreign investments. The remaining 35% of
their assets may be invested in non-governmental mortgage-backed and asset
backed securities.

The New Jersey and Pennsylvania Municipal Securities Funds invest at least
80% of assets in municipal obligations which produce interest that, in the
opinion of bond counsel for the issuer, is exempt from federal income tax, and
at least 65% of assets in obligations which produce interest that is exempt
from applicable state income taxes.

The Intermediate-Term Government Securities Fund invests in obligations
issued or guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities.

The GNMA Fund invests primarily in mortgage pass-through securities, with at
least 65% of its total assets generally being invested in instruments issued by
the Government National Mortgage Association ("GNMA").

The investments of the Funds are subject to market and interest rate
fluctuations which may affect the value of a Fund's shares. These fluctuations
may be greater for the Fixed Income and New Jersey and Pennsylvania Municipal
Securities Funds which expect to maintain dollar-weighted average maturities of
greater than five years than for the other Funds which expect to maintain
dollar-weighted average maturities of less than five years. In addition, the
mortgage-backed securities that each of the Funds except the New Jersey and
Pennsylvania Municipal Securities Funds may acquire are subject to the risk of
prepayment during periods of declining interest rates which may affect the
Funds' ability to lock-in longer term rates during such periods. See
"Investment Objectives and Policies" and "Description of Permitted
Investments."

Are There Additional Risk Factors for the New Jersey and Pennsylvania
Municipal Securities Funds? The concentration of the New Jersey and
Pennsylvania Municipal Securities Funds in municipal securities issued
primarily by or on behalf of the states of New Jersey and Pennsylvania,
respectively, subjects these Funds to special investment risks, such as the
possible adverse affects of changes in economic conditions and governmental
policies

2
<PAGE>

of the states or their underlying governmental units. These Funds will be more
susceptible to such factors than a fund which does not have as great a
concentration in municipal securities of a single state. See "Additional Risk
Factors for New Jersey Municipal Securities" and "Additional Risk Factors for
Pennsylvania Municipal Securities."

Who is the Advisor? United Jersey Bank Investment Management Division, a
division of United Jersey Bank, serves as the Advisor of the Trust. See "The
Advisor."

Who is the Administrator? SEI Financial Management serves as the
Administrator of the Trust. See "The Administrator."

Who is the Distributor? SEI Financial Services Company acts as distributor of
the Trust's shares. See "The Distributor."

How do I Purchase and Redeem Shares? Purchases and redemptions may be made
through the Distributor on a day on which both the New York Stock Exchange and
the Federal Reserve wire system are open for business ("Business Day"). A
purchase order will be effective as of the Business Day received by the
Distributor if the Distributor receives an order prior to 4:00 p.m., Eastern
time, provided the Custodian receives federal funds before 12:00 noon, Eastern
time, on the next Business Day. Redemption orders must be placed prior to 4:00
p.m., Eastern time, on any Business Day for the order to be effective that day.
The purchase and redemption price for shares is the net asset value per share
determined as of the end of the day the order is effective. See "Purchase of
Shares" and "Redemption of Shares."

How are Dividends Paid? Each Fund declares dividends of substantially all of
its net investment income (exclusive of capital gains) daily and distributes
such dividends on or about the first Business Day of the following month.
Shares purchased normally begin earning dividends within two Business Days
after an order is effective. Any capital gain is distributed at least annually.
Distributions are paid in additional shares unless the Shareholder elects to
take the payment in cash. See "Dividends."

3
<PAGE>

EXPENSE SUMMARY

ANNUAL OPERATING EXPENSES CLASS A
(As a percentage of average net assets)

<TABLE>
<CAPTION>
NEW JERSEY PENNSYLVANIA INTERMEDIATE-TERM
SHORT-TERM FIXED MUNICIPAL MUNICIPAL GOVERNMENT
INVESTMENT INCOME SECURITIES SECURITIES SECURITIES GNMA
FUND FUND FUND FUND FUND FUND
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Advisory Fees (after fee
waivers)(1)............ .46% .50% .15% .00% .45% .43%
Other Expenses.......... .34% .30% .32% .80% .35% .37%
- ------------------------------------------------------------------------------------------
Total Operating Expenses
(after fee waivers)(2). .80% .80% .47% .80% .80% .80%
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
</TABLE>
(1) The Advisor and Administrator have agreed to voluntarily waive a portion
of their fees in an amount that operates to limit total operating expenses
of Class A of each Fund to not more than .80% of average daily net assets.
The Advisor and the Administrator each reserves the right to terminate its
fee waiver at any time in its sole discretion.
(2) Absent fee waivers, Advisory Fees would be .60%, Administration Fees for
each Fund would be .20% and Total Operating Expenses would be as follows:
Short-Term Investment Fund .94%, Fixed Income Fund .90%, New Jersey
Municipal Securities Fund .97%, Pennsylvania Municipal Securities Fund
1.60%, Intermediate-Term Government Securities Fund .95% and GNMA Fund
.97%. Additional Information may be found under "The Advisor," "The
Administrator" and "The Distributor."

EXAMPLE

- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 YR. 3 YRS. 5 YRS. 10 YRS.
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a $1,000
investment in a Fund assuming (1) 5% annual return and (2)
redemption at the end of each time period
New Jersey Municipal Securities Fund.......................... $ 5 $15 $26 $59
Other Funds................................................... $ 8 $26 $44 $99
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
</TABLE>

THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The
purpose of the expense table and example is to assist the investor in
understanding the various costs and expenses that may be directly or
indirectly borne by investors in the Funds. The information set forth in the
foregoing table and example relates only to Class A shares. The Trust also
offers Class B shares of each Fund which are subject to the same expenses
except for a sales load and certain distribution costs. Financial institutions
that are the record owner of shares for the account of their customers may
impose separate fees for account services to their customers. Additional
information may be found under "The Advisor," "The Administrator" and "The
Distributor."

4
<PAGE>

FINANCIAL HIGHLIGHTS THE PILLAR FUNDS

The following information has been audited by Arthur Andersen LLP, the Trust's
independent public accountants, as indicated in their report dated February
10, 1995 on the Trust's financial statements as of December 31, 1994 included
in the Trust's Statement of Additional Information under "Financial
Information." Additional performance information is contained in the 1994
Annual Report to Shareholders and is available upon request and without charge
by calling 1-800-932-7782. This table should be read in conjunction with the
Trust's financial statements and notes thereto.

For a Class A Share Outstanding Throughout the Period.
<TABLE>
<CAPTION>
NEW JERSEY
SHORT-TERM INVESTMENT FIXED INCOME MUNICIPAL SECURITIES
FUND--CLASS A FUND--CLASS A FUND--CLASS A
------------------------------- -------------------------------- --------------------------------
01/01/94 01/01/93 04/01/92 01/01/94 01/01/93 04/01/92 01/01/94 01/01/93 05/04/92
TO TO TO TO TO TO TO TO TO
12/31/94 12/31/93 12/31/92 (1) 12/31/94 12/31/93 12/31/92 (1) 12/31/94 12/31/93 12/31/92 (2)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period.... $10.01 $ 10.01 $ 10.00 $10.68 $ 10.38 $ 10.00 $10.85 $ 10.29 $ 10.00
- ------------------------------------------------------------------------------------------------------------------------------
Income from Investment
Operations:
Net Investment Income.. 0.35 0.29 0.27 0.59 0.61 0.49 0.48 0.50 0.30
Net Realized and
Unrealized Gains
(Loss) on Securities . (0.04) -- 0.03 (1.18) 0.52 0.44 (0.92) 0.56 0.29
- ------------------------------------------------------------------------------------------------------------------------------
Total Income from
Investment Operations. 0.31 0.29 0.30 (0.59) 1.13 0.93 (0.44) 1.06 0.59
- ------------------------------------------------------------------------------------------------------------------------------
Less Distributions:
Dividends from Net
Investment Income..... (0.35) (0.29) (0.27) (0.59) (0.61) (0.49) (0.48) (0.50) (0.30)
Distributions from
Realized Capital Gain. -- -- (0.02) (0.06) (0.22) (0.06) -- 0.00 --
- ------------------------------------------------------------------------------------------------------------------------------
Total Distributions.... (0.35) (0.29) (0.29) (0.65) (0.83) (0.55) (0.48) (0.50) (0.30)
- ------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of
Period................. $ 9.97 $ 10.01 $ 10.01 $ 9.44 $ 10.68 $ 10.38 $ 9.93 $ 10.85 $ 10.29
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Total Return............ 3.21% 2.96% 3.47%* (5.66)% 11.05% 11.60%* (4.12)% 10.48% 9.01%*
- ------------------------------------------------------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL
DATA
Net Assets, End of
Period (000)........... $29,187 $31,337 $30,998 $96,558 $113,892 $89,701 $19,977 $27,064 $9,395
Ratio of Expenses to
Average Net Assets..... 0.80% 0.80% 0.80%* 0.80% 0.80% 0.80%* 0.27% 0.20% 0.46%*
Ratio of Expenses to
Average Net Assets
(Excluding Waivers).... 0.94% 0.95% 1.01%* 0.90% 0.91% 0.94%* 0.93% 1.00% 1.22%*
Ratio of Net Income to
Average Net Assets..... 3.51% 2.94% 3.50%* 5.91% 5.59% 6.24%* 4.65% 4.57% 4.56%*
Ratio of Net Income to
Average Net Assets
(Excluding Waivers).... 3.37% 2.79% 3.29%* 5.81% 5.48% 6.10%* 3.99% 3.77% 3.80%*
Portfolio Turnover Rate. 68.39% 81.92% 68.15% 15.24% 49.49% 23.86% 16.81% 23.83% 2.23%
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Annualized
(1) The Short-Term Investment and the Fixed Income Funds commenced operations
on April 1, 1992. Ratios for this period have been annualized.
(2) The New Jersey Municipal Securities Fund commenced operations on May 4,
1992. Ratios for this period have been annualized.

5
<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

For a Class A Share Outstanding Throughout the Period.

<TABLE>
<CAPTION>
INTERMEDIATE-TERM PENNSYLVANIA
GOVERNMENT SECURITIES MUNICIPAL SECURITIES GNMA
FUND--CLASS A FUND--CLASS A FUND--CLASS A
--------------------------------- ---------------------- ----------------------
01/01/94 01/01/93 04/01/92 01/01/94 05/03/93 01/01/94 05/03/93
TO TO TO TO TO TO TO
12/31/94 12/31/93 12/31/92 (1) 12/31/94 12/31/93 (2) 12/31/94 12/31/93 (2)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period.... $10.53 $ 10.23 $ 10.00 $10.17 $ 10.00 $ 9.85 $ 10.00
- ---------------------------------------------------------------------------------------------------------
Income from Investment
Operations:
Net Investment Income.. 0.51 0.52 0.41 0.36 0.23 0.54 0.34
Net Realized and
Unrealized Gains
(Loss) on Securities.. (1.01) 0.32 0.24 (0.62) 0.17 (1.00) (0.15)
- ---------------------------------------------------------------------------------------------------------
Total Income from
Investment Operations. (0.50) 0.84 0.65 (0.26) 0.40 (0.46) 0.19
- ---------------------------------------------------------------------------------------------------------
Less Distributions:
Dividends from Net
Investment Income..... (0.51) (0.52) (0.41) (0.36) (0.23) (0.53) (0.34)
Distributions from
Realized Capital Gain. (0.01) (0.02) (0.01) -- -- (0.01) --
- ---------------------------------------------------------------------------------------------------------
Total Distributions.... (0.52) (0.54) (0.42) (0.36) (0.23) (0.54) (0.34)
- ---------------------------------------------------------------------------------------------------------
Net Asset Value, End of
Period................. $ 9.51 $ 10.53 $ 10.23 $ 9.55 $ 10.17 $ 8.85 $ 9.85
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Total Return............ (4.85)% 8.32% 7.95%* (2.58)% 6.01%* (4.71)% 2.80%*
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
Ratios and Supplemental
Data
Net Assets, End of
Period (000)........... $26,277 $34,075 $16,327 $2,734 $2,922 $6,983 $10,900
Ratio of Expenses to
Average Net Assets..... 0.80% 0.80% 0.80%* 0.80% 0.80%* 0.80% 0.80%*
Ratio of Expenses to
Average Net Assets
(Excluding Waivers).... 0.95% 1.00% 1.11%* 1.61% 1.48%* 0.97% 1.08%*
Ratio of Net Income to
Average Net Assets..... 5.13% 4.87% 5.30%* 3.67% 3.35%* 5.72% 4.48%*
Ratio of Net Income to
Average Net Assets
(Excluding Waivers).... 4.98% 4.67% 4.99%* 2.86% 2.67%* 5.55% 4.20%*
Portfolio Turnover Rate. 40.27% 31.69% 12.38% 38.20% 16.51% 102.77% 252.73%
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
</TABLE>
* Annualized.
(1) The Intermediate-Term Government Securities Fund commenced operations on
April 1, 1992. Ratios for this period have been annualized.
(2) The Pennsylvania Municipal--Class A Fund and the GNMA--Class A Fund
commenced operations on May 3, 1993. Ratios for this period have been
annualized.

6
<PAGE>

THE TRUST

THE PILLAR FUNDS (the "Trust") consist of open-end management investment
companies that have diversified and non-diversified portfolios. The Trust
offers units of beneficial interest ("shares") in one of fifteen separate
investment portfolios. Shareholders may purchase shares in each portfolio
(except for the U.S. Treasury Securities Plus Money Market Fund) through two
separate classes (Class A and Class B) which provide for variations in
distribution costs, voting rights and dividends. Except for these differences
between classes, each share of each portfolio represents an undivided,
proportionate interest in that portfolio. This Prospectus relates to the Class
A shares of the Trust's Short-Term Investment, Fixed Income, New Jersey
Municipal Securities, Pennsylvania Municipal Securities, Intermediate-Term
Government Securities and GNMA Funds (each of these, a "Fund"). Each of the
Funds is a diversified mutual fund except for the New Jersey and Pennsylvania
Municipal Securities Funds, which are non-diversified mutual funds. Information
regarding the Trust's other portfolios and the Class B shares of the Funds is
contained in separate prospectuses that may be obtained from the Trust's
Distributor, SEI Financial Services Company, 680 East Swedesford Road, Wayne,
Pennsylvania 19087 or by calling 1-800-932-7782.

SHARES OF THE TRUST ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF
THE PRINCIPAL AMOUNT INVESTED. SEE "INVESTMENT OBJECTIVES AND POLICIES -- RISK
FACTORS; ADDITIONAL RISK FACTORS FOR NEW JERSEY MUNICIPAL SECURITIES;
ADDITIONAL RISK FACTORS FOR PENNSYLVANIA MUNICIPAL SECURITIES."

INVESTMENT OBJECTIVES AND POLICIES

THE SHORT-TERM INVESTMENT FUND

The investment objective of this Fund is to provide a high level of total
return, primarily through income, consistent with preservation of capital.
There is no assurance that the investment objective will be met. The Fund may
not invest in certain securities that may earn a higher return but which are
more volatile and riskier than the Fund's permitted investments.

At least 65% of the Fund's assets will be invested in (i) bills, notes and
bonds issued by the U.S. Treasury and separately traded interest and principal
component parts of such obligations that are transferable through the Federal
book entry system ("U.S. Treasury obligations") (ii) obligations issued or
guaranteed as to principal and interest by agencies and instrumentalities of
the U.S. Government; (iii) corporate debt obligations rated in one of the three
highest rating categories by a nationally recognized statistical ratings
organization ("NRSRO") or determined by the Adviser to be of comparable quality
at the time of investment; (iv) commercial paper rated in the highest short-
term rating category by an NRSRO or determined by the Adviser to be of
comparable quality at the time of investment; (v) short-term bank obligations
(certificates of deposit, time deposits and bankers' acceptances) of U.S.
commercial banks with assets of at least $1 billion as of the end of their most
recent fiscal year; (vi) securities of the government of Canada and its
provincial and local governments; (vii) custodial receipts evidencing
separately traded interest and principal component parts of U.S. Treasury
obligations; and (viii) repurchase agreements involving such securities. Of
this amount, the Fund may, for temporary defensive purposes, invest up to 35%
of its assets in commercial paper rated in one of the two highest short-term
rating categories or determined by the Adviser to be of comparable quality at
the time of investment. Securities rated A are considered to be investment
grade and of high credit quality. Issues rated A could be more vulnerable to
adverse developments than obligations with higher ratings. In addition, the
Fund may invest in corporate bonds

7
<PAGE>

and debentures and commercial paper issued by foreign issuers.

The remaining 35% of the Fund's assets may be invested in (i) mortgage-backed
securities consisting of collateralized mortgage obligations ("CMOs") and real
estate mortgage investment conduits ("REMICs") that are rated in one of the top
two rating categories by an NRSRO and which are backed solely by GNMA
certificates or other mortgage pass-throughs issued or guaranteed by the U.S.
Government or its agencies and instrumentalities; and (ii) asset backed
securities secured by company receivables, truck and auto loans, leases and
credit card receivables rated in one of the top two rating categories by an
NRSRO.

The Fund will maintain a dollar-weighted average maturity of three years or
less.

THE FIXED INCOME FUND

The investment objective of this Fund is to provide a high level of total
return, primarily through current income and capital appreciation, consistent
with preservation of capital. There is no assurance that the investment
objective will be met. The Fund may not invest in certain securities that may
earn a higher return but which are more volatile and riskier than the Fund's
permitted investments.

The Fund will be invested in the same investments, and its assets subject to
the same restrictions, as the Short-Term Investment Fund, although the actual
composition of the two Funds will normally differ substantially due to maturity
considerations.

The Fund expects to maintain a dollar-weighted average maturity of fifteen
years. The Advisor may vary this maturity substantially in anticipation of a
change in the interest rate environment.

THE NEW JERSEY MUNICIPAL SECURITIES FUND

The investment objective of this Fund is to provide current income exempt from
both Federal and New Jersey income taxes, consistent with preservation of
capital. There is no assurance that the investment objective will be met.

The New Jersey Municipal Securities Fund will invest at least 80% of its net
assets in obligations issued by or on behalf of the states, territories and
possessions of the United States and the District of Columbia and their
political subdivisions, agencies and instrumentalities, the interest of which,
in the opinion of bond counsel for the issuer, is exempt from Federal income
tax (collectively, "Municipal Securities"). Under normal circumstances, except
where acceptable securities are unavailable as determined by the Advisor, at
least 65% of the Fund's assets will be invested in Municipal Securities, the
interest of which, in the opinion of bond counsel for the issuer, is exempt
from the New Jersey gross income tax ("New Jersey Municipal Securities"). The
Fund will primarily purchase (i) municipal bonds rated in one of the three
highest rating categories by an NRSRO; (ii) municipal notes rated in one of the
two highest rating categories by an NRSRO; (iii) commercial paper rated in one
of the two highest short-term rating categories by an NRSRO Moody's Investors
Service, Inc. ("Moody's"); (iv) any of the foregoing determined by the Advisor
to be of comparable quality at the time of investment; or (v) securities of
closed-end investment companies traded on a national securities exchange.
Securities rated A are considered to be investment grade and of high credit
quality. Issues rated A could be more vulnerable to adverse developments than
obligations with higher ratings.

The Fund expects to maintain a dollar-weighted average portfolio maturity of
less than fifteen years.

The New Jersey Municipal Securities Fund is a non-diversified investment
company which means that more than 5% of its assets may be invested in each of
one or more issuers. Since a relatively high percentage of assets of the Fund
may be invested in the obligations of a limited number of issuers, the value of
shares of the Fund may be more susceptible to any single economic, political or
regulatory occurrence than the shares of a diversified investment company would
be. The Fund intends to satisfy the diversification requirements necessary to
qualify as a regulated investment

8
<PAGE>

company ("RIC") under the Internal Revenue Code of 1986, as amended (the
"Code").

The New Jersey Municipal Securities Fund reserves the right to engage in "put"
transactions although it has no present intention to do so. In addition, the
Advisor has discretion to invest up to a total of 20% of the Fund's assets in
taxable money market instruments (including repurchase agreements) and
securities subject to the alternative minimum tax. However, the Fund generally
intends to be fully invested in securities exempt from federal income tax.

THE PENNSYLVANIA MUNICIPAL SECURITIES FUND

The investment objective of this Fund is to provide current income exempt from
both federal and Pennsylvania income taxes, consistent with preservation of
capital. There is no assurance that this investment objective will be met.

At least 80% of the Fund's assets will be invested in Municipal Securities.
Under normal circumstances, except, where acceptable securities are unavailable
as determined by the Advisor, at least 65% of the Fund's assets will be
invested in Municipal Securities, the interest of which, in the opinion of bond
counsel for the issuer, is exempt from Pennsylvania income tax. The Portfolio
may invest up to 10% of its assets in securities the income tax from which is
subject to the alternative minimum tax.

Municipal Securities that the Fund may purchase include (i) municipal bonds
which are rated BBB or better by S&P or Baa or better by Moody's at the time of
investment or, if not rated, determined by the Advisor to be of comparable
quality; (ii) municipal notes which are rated at least SP-1 by S&P or MIG-1 or
V-MIG-1 by Moody's at the time of investment or, if not rated, determined by
the Advisor to be of comparable quality; and (iii) tax-exempt commercial paper
rated at least A-1 by S&P or Prime-1 by Moody's at the time of investment or,
if not rated, determined by the Adviser to be of comparable quality. Bonds
rated BBB by S&P or Baa by Moody's have speculative characteristics. Municipal
obligations owned by the Fund which become less than the prescribed investment
quality shall be sold at a time when, in the judgment of the Adviser, it does
not substantially impact the market value of the Fund.

The Fund may invest in commitments to purchase such securities on a "when
issued" basis, and reserves the right to engage in "put" transactions. The Fund
may also purchase other types of tax- exempt instruments as long as they are of
a quality equivalent to the long-term bond or commercial paper ratings stated
above. Although permitted to do so, the Fund has no present intention to invest
in repurchase agreements or purchase securities subject to the alternative
minimum tax.

The Fund expects to maintain a dollar-weighted average portfolio maturity of
less than fifteen years.

THE INTERMEDIATE-TERM GOVERNMENT SECURITIES FUND

The objective of this Fund is to preserve principal value and maintain a high
degree of liquidity while providing current income. There is no assurance that
the investment objective will be met.

The Fund will be fully invested in U.S. Treasury obligations and obligations
issued or guaranteed as to principal and interest by the agencies and
instrumentalities of the U.S. Government.

The Fund will maintain a dollar-weighted average maturity of three to ten
years. Under normal circumstances, the Advisor anticipates that the Fund's
dollar-weighted average maturity will be approximately five years; however; the
Advisor may vary this average maturity substantially in anticipation of a
change in the interest rate environment.

THE GNMA FUND

The investment objective of this Fund is to provide the highest level of
current income consistent with preservation of principal and a high degree of
liquidity. There is no assurance that the investment objective will be met.

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<PAGE>

The Fund invests primarily in mortgage pass-through securities with at least
65% of its total assets generally being invested in instruments issued by GNMA.
The balance of the Fund's assets may consist of: (i) U.S. Treasury obligations;
(ii) obligations issued or guaranteed as to principal and interest by the
agencies or instrumentalities of the U.S. Government; (iii) repurchase
agreements involving any of such obligations; and (iv) shares of money market
investment companies investing exclusively in such obligations. The Fund
intends to maintain a reasonable cash position in money market instruments
which meet the foregoing criteria so as to provide a high degree of liquidity.

As a result of portfolio restructuring, the Fund's annual portfolio turnover
rate, for the fiscal year ended December 31, 1994, was 275%. Such a turnover
rate may result in higher transaction costs and may result in additional taxes
for Shareholders. See "Taxes."

GENERAL INVESTMENT POLICIES

For temporary defensive purposes when the Advisor determines that market
conditions warrant, each Fund (except the GNMA Fund) may invest up to 100% of
its assets in the money market instruments described as permissible investments
for the Short-Term Investment Fund and may hold a portion of its assets in
cash. For temporary defensive purposes when the Advisor determines that market
conditions warrant, the GNMA Fund may invest up to 100% of its assets in those
money market instruments which are among its permitted investments. To the
extent a Fund is engaged in temporary defensive investments, the Fund will not
be pursuing its investment objective.

Each of the Funds except the New Jersey and Pennsylvania Municipal Securities
Funds may purchase mortgage-backed securities issued or guaranteed as to
payment of principal and interest by the United States government or its
agencies or instrumentalities. The Short-Term Investment and Fixed Income Funds
may also invest in mortgage-backed securities issued by private issuers rated
in one of the two highest rating categories and backed by mortgage pass-
throughs issued or guaranteed by the U.S. Government or its agencies or
instrumentalities. The principal governmental issuers or guarantors of
mortgage-backed securities are GNMA, the Federal National Mortgage Association
("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC"). The GNMA
Fund may purchase mortgage pass-throughs, notes or debentures directly issued
and guaranteed by GNMA, FNMA, FHLMC and Federal Home Loan Banks. Obligations of
GNMA are backed by the full faith and credit of the United States Government
while obligations of FNMA and FHLMC are supported by the respective agency
only. The Funds may purchase mortgage-backed securities that are backed or
collateralized by fixed, adjustable or floating rate mortgages.

Each of the Funds may invest in floating or variable rate obligations and may
purchase securities on a when-issued basis. In addition, each Fund reserves the
right to engage in securities lending but has no present intention to do so.

If after purchase the rating of a security held by a Fund drops below
investment quality, such security shall be sold at a time when, in the judgment
of the Advisor, it is not in the Fund's interest to continue to hold such
security. For a description of each Fund's permitted investments and the
ratings listed above, see the "Description of Permitted Investments" and
"Description of Ratings" in the Statement of Additional Information.

RISK FACTORS

The market value of each Fund's fixed income investments will change in
response to interest rate changes and other factors. During periods of falling
interest rates, the values of outstanding fixed income securities generally
rise. Conversely, during periods of rising interest rates, the values of such
securities generally decline. Moreover, while securities with longer maturities
tend to produce higher yields, the prices of longer maturity securities are
also subject to greater market fluctuations as a result of changes in interest
rates. Changes by recognized agencies in the rating of any fixed income
security and in the ability of an issuer to make payments of interest and
principal will also affect the value of these investments. Changes in the value
of portfolio

10
<PAGE>

securities will not affect cash income derived from these securities but will
affect a Fund's net asset value.

Mortgage-backed securities are subject to prepayment of the underlying
mortgages. During periods of declining interest rates, prepayment of mortgages
underlying these securities can be expected to accelerate. When the mortgage-
backed securities held by a Fund are prepaid, the Fund must reinvest the
proceeds in securities, the yield of which reflects prevailing interest rates.
Thus, mortgage-backed securities may not be an effective means of locking in
long-term interest rates for the Funds.

Investments in securities of foreign issuers may subject the Short-Term
Investment and Fixed Income Funds to different risks than those attendant to
investments in securities of U.S. issuers, such as differences in accounting,
auditing and financial reporting standards, the possibility of expropriation or
confiscatory taxation, and political instability. There may also be less
publicly available information with regard to foreign issuers than domestic
issuers. In addition, foreign markets may be characterized by less liquidity,
greater price volatility, less regulation and higher transaction costs than
U.S. markets.

ADDITIONAL RISK FACTORS FOR NEW JERSEY MUNICIPAL SECURITIES

New Jersey Municipal Securities are primarily issued by or on behalf of the
State of New Jersey, its political subdivisions, agencies and
instrumentalities. The concentration in obligations of New Jersey issuers by
the New Jersey Municipal Securities Fund subjects the Fund to special
investment risks. In particular, changes in economic conditions and
governmental policies of the State of New Jersey and its municipalities could
adversely affect the value of the Fund and the securities held by it. For a
further description of these risks, see "New Jersey Municipal Securities" in
the Statement of Additional Information.

ADDITIONAL RISK FACTORS FOR PENNSYLVANIA MUNICIPAL SECURITIES

Under normal conditions the Fund will be fully invested in obligations which
produce interest income exempt from Federal income tax and Pennsylvania state
income tax. Accordingly, the Fund will have considerable investments in
Pennsylvania municipal obligations. As a result, the Fund will be more
susceptible to factors that adversely affect issuers of Pennsylvania
obligations than a mutual fund which does not have as great a concentration in
Pennsylvania municipal obligations.

An investment in the Fund will be affected by the many factors that affect the
financial condition of the Commonwealth of Pennsylvania. For example, financial
difficulties of the Commonwealth, its counties, municipalities and school
districts that hinder efforts to borrow and lower credit ratings are factors
which may affect the Fund. See "Pennsylvania Municipal Securities" in the
Statement of Additional Information.

FUND TURNOVER

Under normal circumstances, it is anticipated that the annual portfolio
turnover rate for each Fund will not exceed 100%.

INVESTMENT LIMITATIONS

The investment objective and the following investment limitations are
fundamental policies of each Fund. In addition, it is a fundamental policy of
the New Jersey and Pennsylvania Municipal Securities Funds to invest at least
80% of total assets in Municipal Securities. Fundamental policies cannot be
changed with respect to a Fund without the consent of the holders of a majority
of that Fund's outstanding shares.

Each Fund may not:

1. Purchase securities of any issuer (except securities issued or guaranteed by
the United States Government, its agencies or instrumentalities and repurchase
agreements involving such securities) if, as a result, more than 5% of the
total assets of the Fund would be invested in the securities of such issuer;
provided, however, that the limitation does not apply to the New Jersey
Municipal Securities or Pennsylvania Municipal Securities Funds. This
restriction applies to 75% of each Fund's total assets.

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<PAGE>

2. Purchase any securities which would cause more than 25% of the total assets
of any Fund to be invested in the securities of one or more issuers conducting
their principal business activities in the same industry, provided that this
limitation does not apply to investments in the obligations issued or
guaranteed by the U.S. Government or its agencies and instrumentalities and
repurchase agreements involving such securities or to investments in tax-exempt
securities issued by governments or political subdivisions of governments. For
purposes of this limitation, (i) utility companies will be divided according to
their services, for example, gas, gas transmission, electric and telephone will
each be considered a separate industry; and (ii) financial services companies
will be classified according to the end users of their services, for example,
automobile finance, bank finance and diversified finance will each be
considered a separate industry.

The foregoing percentage limitations will apply at the time of the purchase of
a security. Additional investment limitations are set forth in the Statement of
Additional Information.

THE ADVISOR

Robert B. Lowe is a Vice President of the Advisor and currently manages the
Short-Term Investment, Fixed Income, and GNMA Funds. Mr. Lowe has managed the
Short-Term Investment and Fixed Income Funds since their inception in April,
1992. He has managed the GNMA Fund since its inception in May, 1993. Mr. Lowe
has investment responsibility for equity and fixed income portfolios in the
Princeton Investment Office and joined United Jersey Bank in 1989.

Effective September 30, 1994, Randolph E. Lestyk serves as portfolio manager
for the Pennsylvania Municipal Securities Fund. Mr. Lestyk is a Vice President
and Regional Manager of the Advisor. Mr. Lestyk manages the investment function
in Pennsylvania and has responsibility for both equity and fixed income
portfolios. Prior to joining United Jersey Bank in January, 1994, Mr. Lestyk
was involved in equity and fixed income investing at several financial
institutions, serving as Director of Fixed Income Investing, Head of Trust
Investments, and most recently as Senior Vice President and Chief Investment
Officer of a major insurance company in Pennsylvania.

Charlene P. Palmer is a Vice President of the Advisor and has managed the New
Jersey Municipal Securities Fund since its inception in May, 1992. Mrs.
Palmer's experience has emphasized tax-exempt bonds. She joined United Jersey
Bank in 1981.

Frances M. Tendall is a Vice President and Regional Manager (Princeton) of the
Advisor. Mrs. Tendall has managed the Intermediate-Term Government Securities
Fund since its inception in April, 1992 and co-manages the U.S. Treasury
Securities Money

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<PAGE>

Market Fund. Mrs. Tendall joined United Jersey Bank in 1982 and is currently
responsible for managing both equity and fixed income portfolios.

The Advisor is entitled to a fee, which is calculated daily and paid monthly,
at an annual rate of .60% of the average daily net assets of each Fund. The
Advisor has voluntarily agreed to waive all or a portion of its fees in order
to limit the operating expenses of Class A of each Fund to .80%. For the fiscal
year ended December 31, 1994, each Fund paid the Adviser the following advisory
fee (shown as a percentage of its average daily net assets): Short-Term
Investment Fund, .46%; Fixed Income Fund, .50%; New Jersey Municipal Securities
Fund, .15%; Pennsylvania Municipal Securities Fund, .00%; Intermediate-Term
Government Securities Fund, .45%; and GNMA Fund, .43%. The Advisor reserves the
right to terminate its fee waiver at any time in its sole discretion.

United Jersey Bank has also entered into a Custodian Agreement with the Trust,
under which it will provide all securities safekeeping services as required by
the Funds and the Investment Company Act of 1940, as amended. The Trust pays
United Jersey Bank (referred to herein in its custodial capacity as the
"Custodian") a custodian fee, which is calculated daily and paid monthly, at an
annual rate of .025% of the average daily net assets of each Fund.

THE ADMINISTRATOR

SEI Financial Management Corporation (the "Administrator"), a wholly-owned
subsidiary of SEI Corporation ("SEI"), serves as the Administrator of the
Trust. The Administrator provides the Trust with administrative services, other
than investment advisory services, including regulatory reporting, all
necessary office space, equipment, personnel and facilities.

The Administrator is entitled to a fee, which is calculated daily and paid
monthly, at an annual rate of .20% of the average daily net assets of each
Fund. The Administrator has agreed to waive all or a portion of its fees in
order to limit the total operating expenses of Class A of the New Jersey
Municipal Securities Fund and the Pennsylvania Municipal Securities Fund to
.80%. The Administrator reserves the right to terminate its fee waiver at any
time in its sole discretion.

THE SHAREHOLDER SERVICING AGENT

SEI Financial Management Corporation acts as the dividend dispursing agent and
shareholder servicing agent for the Trust. SEI Financial Management Corporation
also acts as the transfer agent for the Trust.

THE DISTRIBUTOR

SEI Financial Services Company (the "Distributor"), a wholly-owned subsidiary
of SEI, acts as the Distributor for the Trust. No compensation is paid to the
Distributor for distribution services for the Class A shares of any Fund. Class
B shares of each Fund bear the costs of their distribution expenses and related
service fees at the annual rate of up to .25% of the average daily net assets
of the Fund. In addition, a maximum sales charge of 4% is imposed on the sale
of Class B shares of the Fixed Income and Intermediate-Term Government
Securities Funds, 3% on the sale of Class B shares of the GNMA Fund, and 1% on
Class B shares of the Short-Term Investment, New Jersey Municipal Securities
and Pennsylvania Municipal Securities Funds. Class A shares of each Fund are
offered without distribution fees (i) to institutional investors (including
United Jersey Bank, its affiliates and correspondent banks) for the investment
of their own funds, and (ii) to individuals and institutions (including United
Jersey Bank, its affiliates and

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<PAGE>

correspondent banks) but (A) only for the investment of funds held by such
individuals or institutions in a fiduciary, agency, custodial or other
representative capacity, and (B) only if such individuals or institutions are
able to provide complete shareholder recordkeeping services with respect to
shares purchased and held in such capacity.

Class B shares of each Fund are offered to all persons. Consequently, it is
possible that individuals or institutions may offer different classes of shares
to their customers and thus receive different compensation with respect to
different classes of shares. In addition, individuals or institutions that are
the record owner of shares for the account of their customers may impose
separate fees for account services to their customers. The Funds may also
execute brokerage or other agency transactions through an affiliate of the
Advisor or through the Distributor for which the affiliate or the Distributor
receives compensation.

PURCHASE AND REDEMPTION OF SHARES

Purchases and redemptions of shares of each Fund may be made on any Business
Day. State securities laws may require banks and financial institutions
purchasing shares for their customers to register as dealers pursuant to state
laws.

A purchase order will be effective as of the Business Day received by the
Distributor if the Distributor receives the order before 4:00 p.m., Eastern
time, provided the Custodian receives Federal funds before 12:00 noon, Eastern
time, on the next Business Day. However, an order may be cancelled if the
Custodian does not receive Federal Funds before 12:00 noon, Eastern time, on
the next Business Day, and the investor could be liable for any fees or
expenses incurred by the Trust. Financial institutions may impose an earlier
cut-off time for receipt of purchase orders directed through them to allow time
for processing and transmittal of these orders to the Distributor for
effectiveness the same day. The purchase price of shares of each Fund is the
net asset value next determined after a purchase order is effective. The net
asset value per share of each Fund is determined by dividing the total market
value of the Fund's investments and other assets, less any liabilities, by the
total outstanding shares of the Fund. A Fund may use a pricing service to
provide market quotations. A pricing service may use a matrix system of
valuation to value fixed income securities which considers factors such as
securities prices, yield features, ratings and developments related to a
specific security. Net asset value per share is determined as of 4:00 p.m.,
Eastern time, on each Business Day. Purchases will be made in full and
fractional shares of the Trust calculated to three decimal places.

The Trust reserves the right to reject a purchase order when the Distributor
determines that it is not in the best interest of the Trust or its Shareholders
to accept such order.

Shareholders who desire to redeem shares of the Fund must place their
redemption orders prior to 4:00 p.m. Eastern time, on any Business Day, for the
order to be effective on that Business Day. The redemption price of shares is
the net asset value of the Fund next determined after the redemption order is
effective. Payment on redemption will be made as promptly as possible and, in
any event, within seven Business Days after the redemption order is effective.

The Funds intend to pay cash for all shares redeemed, but under abnormal
conditions which make payment in cash unwise, payment may be made wholly or
partly in portfolio securities with a market value equal to the redemption
price. In such cases, an investor may incur brokerage costs in converting such
securities to cash.

PERFORMANCE

From time to time, the Funds may advertise yield and total return. These
figures will be based on historical earnings and are not intended to indicate
future performance. The yield of a Fund refers to the annualized income
generated by an investment in the Fund over a specified 30 day period. The
yield is calculated by assuming that the income generated

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<PAGE>

by the investment during that period is generated over one year and is shown as
a percentage of the investment.

The New Jersey and Pennsylvania Municipal Securities Funds may also advertise a
"tax-equivalent yield", which is calculated by determining the rate of return
that would have to be achieved on a fully taxable investment to produce the
after-tax equivalent of the respective Fund's yield, assuming certain tax
brackets for a Shareholder.

The advertised performance on Class A shares will normally be higher than for
Class B shares because Class A shares are not subject to distribution expenses
charged to Class B shares. The actual return to a Shareholder on Class A shares
may be reduced by any administrative or management charges that may be imposed
by individuals or institutions on their customers for account services. The
actual return to Shareholders on Class B shares will be reduced by the amount
of any sales load paid on Class B shares.

A Fund may periodically compare its performance to that of other mutual funds
tracked by mutual fund rating services (such as Lipper Analytical) or financial
and business publications and periodicals, of broad groups of comparable mutual
funds, unmanaged indices which may assume investment of dividends but generally
do not reflect deductions for administrative and management costs or to other
investment alternatives. The Fund may quote Morningstar, Inc., a service that
ranks mutual funds on the basis of risk-adjusted performance. The Fund may
quote Ibbotson Associates of Chicago, Illinois, which provides historical
returns of the capital markets in the U.S. The Fund may use long term
performance of these capital markets to demonstrate general long-term risk
versus reward scenarios and could include the value of a hypothetical
investment in any of the capital markets. The Fund may also quote financial and
business publications and periodicals as they relate to fund management,
investment philosophy, and investment techniques.

A Fund may quote various measures of volatility and benchmark correlation in
advertising and may compare these measures to those of other funds. Measures of
volatility attempt to compare historical share price fluctuations or total
returns to a benchmark while measures of benchmark correlation indicate how
valid a comparative benchmark might be. Measures of volatility and correlation
are calculated using averages of historical data and cannot be calculated
precisely.

TAXES

TAX STATUS OF THE FUNDS

Each Fund is treated as a separate entity for federal income tax purposes and
is not combined with the Trust's other Funds. Each Fund intends to qualify for
the special tax treatment afforded RICs under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"), so as to be relieved of federal
income tax on that part of its net investment income and net capital gain (the
excess of net long-term capital gain over net short-term capital loss) which is
distributed to Shareholders.

TAX STATUS OF DISTRIBUTIONS

Each Fund will distribute substantially all of its net investment income
(including, for this purpose, net

15
<PAGE>

short-term capital gain) to Shareholders. Dividends from net investment income
will be taxable to Shareholders as ordinary income whether received in cash or
in additional shares and will not qualify for the dividends-received deduction
otherwise available to corporate shareholders. Any net capital gains will be
distributed annually and distributions of net capital gains will be taxed to
Shareholders as long-term capital gains, regardless of how long the Shareholder
has held shares. Capital gains distributions also will not qualify for the
dividends-received deduction. Each Fund will make annual reports to
Shareholders of the federal income tax status of all distributions.

Certain securities purchased by the Funds (such as STRIPS, TRs, TIGRs and CATS,
defined under "Description of Permitted Investments") are sold at original
issue discount and thus do not make periodic cash interest payments. A Fund
will be required to include as part of its current income the accreted interest
on such obligations even though the Fund has not received any interest payments
on such obligations during that period. Because the Fund distributes all of its
net investment income to its Shareholders, the Fund may have to sell portfolio
securities to distribute such accreted income, which may occur at a time when
the Advisor would not have chosen to sell such securities and which may result
in a taxable gain or loss.

Interest received on direct U.S. Government obligations that is exempt from tax
at the state level when received directly may be exempt, depending on the
state, when received by a Shareholder from a Fund provided certain conditions
are satisfied. Each Fund will inform Shareholders annually of the percentage of
income and distributions derived from direct U.S. Government obligations.
Shareholders should consult their tax advisers to determine whether any portion
of the income dividends received from a Fund is considered tax exempt in their
particular states.

Dividends declared by a Fund in October, November or December of any year and
payable to Shareholders of record on a date in that month will be deemed to
have been paid by the Fund and received by the Shareholders on the last day of
that month if paid by the Fund at any time during the following January.

Each Fund intends to make sufficient distributions prior to the end of each
calendar year to avoid liability for federal excise tax.

Sale, exchange or redemption of Fund shares is a taxable event to a
Shareholder.

Income derived by a Fund from obligations of foreign issuers may be subject to
foreign withholding taxes. The Fund will not be able to elect to treat
Shareholders as having paid their proportionate share of such foreign taxes.

ADDITIONAL CONSIDERATIONS FOR THE NEW JERSEY MUNICIPAL SECURITIES AND
PENNSYLVANIA MUNICIPAL SECURITIES FUNDS

The New Jersey and Pennsylvania Municipal Securities Funds will each distribute
all of their net investment income (including net short-term capital gain) to
their respective Shareholders. If, at the close of each quarter of its taxable
year, at least 50% of the value of a Fund's assets consist of obligations the
interest on which is excludable from gross income, the Fund may pay "exempt-
interest dividends" to its Shareholders. Those dividends constitute the portion
of the aggregate dividends as designated by the Fund, equal to the excess of
the excludable interest over certain amounts disallowed as deductions. Exempt-
interest dividends are excludable from a Shareholder's gross income for federal
income tax purposes, but may have alternative minimum tax consequences. See the
Statement of Additional Information.

Current federal law limits the types and volume of bonds qualifying for the
federal income tax exemption of interest, which may have an effect on the
ability of a Fund to purchase sufficient amounts of tax-exempt securities to
satisfy the Code's requirements for the payment of "exempt-interest dividends".

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<PAGE>

Interest on indebtedness incurred or continued by a Shareholder in order to
purchase or carry shares of the New Jersey and Pennsylvania Municipal
Securities Funds is not deductible for federal income tax purposes.
Furthermore, the Fund may not be an appropriate investment for persons
(including corporations and other business entities) who are "substantial
users" (or persons related to "substantial users") of facilities financed by
industrial development private activity bonds. Such persons should consult
their tax advisers before purchasing shares. A "substantial user" is defined
generally to include "certain persons" who regularly use in their trade or
business a part of a facility financed from the proceeds of such bonds.

NEW JERSEY TAX CONSIDERATIONS

Investors of the New Jersey Municipal Securities Fund will not be subject to
the New Jersey Gross Income Tax on distributions from the Fund attributable to
interest income from (and net gain, if any, from the disposition of) New Jersey
Municipal Securities or obligations of the United States, its territories and
possessions and certain of its agencies and instrumentalities ("Federal
Securities") held by the Fund, either when received by the Fund or when
credited or distributed to the investors, provided that the Fund meets the
requirements for a qualified investment fund by: 1) maintaining its
registration as a registered investment company with the Securities and
Exchange Commission; 2) investing at least 80% of the aggregate principal
amount of the Fund's investments, excluding financial options, futures, forward
contracts, or other similar financial instruments relating to interest-bearing
obligations, obligations issued at a discount or bond indexes related thereto
to the extent such instruments are authorized under the regulated investment
company rules under the Code, cash and cash items, which cash items shall
include receivables, in New Jersey Municipal Securities or Federal Securities
at the close of each quarter of the tax year; 3) investing 100% of its assets
in interest-bearing obligations, discount obligations, cash and cash items,
including receivables including financial options, futures, forward contracts,
or other similar financial instruments relating to interest-bearing
obligations, discount obligations or bond indexes related thereto; and 4)
complying with certain continuing reporting requirements.

For New Jersey Gross Income Tax purposes, net income or gains and distributions
derived from investments in other than New Jersey Municipal Securities and
federal Securities, and distributions from net realized capital gains in
respect of such investments, will be taxable.

Gain on the disposition of Shares is not subject to New Jersey Gross Income
Tax, provided that the Fund meets the requirements for a qualified investment
fund set forth above.

PENNSYLVANIA TAX CONSIDERATIONS

For purposes of the Pennsylvania Personal Income Tax and the Philadelphia
School District Investment Net Income Tax, distributions which are attributable
to interest received by the Pennsylvania Municipal Securities Fund from its
investments in Pennsylvania Municipal Securities or Federal Securities are not
taxable. Distributions by the Fund to a Pennsylvania resident that are
attributable to most other sources may be subject to the Pennsylvania Personal
Income Tax and (for residents of Philadelphia) to the Philadelphia School
District Investment Net Income Tax.

Distributions paid by the Fund which are excludable as exempt income for
federal tax purposes are not subject to the Pennsylvania corporate net income
tax. An additional deduction from Pennsylvania taxable income is permitted for
the amount of distributions paid by the Fund attributable to interest received
by the Fund from its investments in Pennsylvania Municipal Securities and
Federal Securities to the extent included in federal taxable income, but such a
deduction is reduced by any interest on indebtedness incurred to carry the
securities and other expenses incurred in the production of such interest
income, including expenses deducted on the federal income tax return that would
not have been allowed under the Code if the interest were exempt from federal
income tax. Distributions by the Fund attributable to most other sources may be
subject to the Pennsylvania corporate net income tax. It is the current
position of

17
<PAGE>

the Pennsylvania Department of Revenue that Fund shares are considered exempt
assets (with a pro rata exclusion based on the value of the Fund attributable
to its investments in Pennsylvania Municipal Securities and Federal Securities
for purposes of determining a corporation's capital stock value subject to the
Commonwealth's capital stock or franchise tax.

Shares purchased as an investment in the Pennsylvania Municipal Securities Fund
are exempt from Pennsylvania county personal property taxes and (as to
residents of Pittsburgh) from personal property taxes imposed by the City of
Pittsburgh and the School District of Pittsburgh to the extent that the Fund's
investments consist of obligations which are themselves exempt from taxation in
Pennsylvania.

The Fund intends to invest primarily in obligations which produce interest
exempt from federal and Pennsylvania taxes. If the Fund invests in obligations
that are not exempt for Pennsylvania purposes but are exempt for federal
purposes, a portion of the Fund's distributions will be subject to Pennsylvania
personal income tax.

GENERAL INFORMATION

THE TRUST

The Trust was organized as a Massachusetts business trust under a Declaration
of Trust dated September 9, 1991. The Declaration of Trust permits the Trust to
offer separate portfolios of shares and different classes of each Fund. In
addition to the Portfolios, the Trust consists of the following portfolios:
U.S. Treasury Securities Money Market Fund, U.S. Treasury Securities Plus Money
Market Fund, Prime Obligation Money Market Fund, Tax-Exempt Money Market Fund,
Equity Value Fund, Equity Income Fund, Mid Cap Value Fund, Balanced Growth Fund
and International Growth Fund. All consideration by the Trust for shares of any
Fund and all assets of such Fund belong to that Fund and would be subject to
liabilities related thereto.

The Trust pays its expenses, including fees of its service providers, audit and
legal expenses, expenses of preparing prospectuses, proxy solicitation material
and reports to shareholders, costs of custodial services and registering the
shares under Federal and state securities laws, pricing, insurance expenses,
litigation and other extraordinary expenses, brokerage costs, interest charges,
taxes and organization expenses.

TRUSTEES OF THE TRUST

VOTING RIGHTS

Each share held entitles a Shareholder of record to one vote. The Shareholders
of each Fund or class will vote separately on matters relating solely to that
Fund or class. As a Massachusetts business trust, the Trust is not required to
hold annual meetings of Shareholders, but approval will be sought for certain
changes in the operation of the Trust and for the election of Trustees under
certain circumstances. In addition, a Trustee may be removed by the remaining
Trustees or by Shareholders at a special meeting called upon written request of
Shareholders owning at least 10% of the outstanding shares of the Trust. In the
event that such a meeting is requested the Trust will provide appropriate
assistance and information to the Shareholders requesting the meeting.

REPORTING

The Trust issues unaudited financial information semi-annually and audited
financial statements annually. The Trust furnishes proxy statements and other
reports to Shareholders of record.

SHAREHOLDER INQUIRIES

Shareholder inquiries should be directed to The Pillar Funds, P.O. Box 239,
Wayne, PA 19087-0239.

DIVIDENDS

Each Fund declares dividends of
substantially all of its net investment income (exclusive of capital gains)
daily and distributes such dividends on or about the first Business Day of the
following month. Shares purchased begin earning

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<PAGE>

dividends on the Business Day after payment is received by the Custodian.
Normally, this will occur within two Business Days after the order is
effective. If any capital gain is realized, substantially all of it will be
distributed at least annually.

Shareholders automatically receive all income dividends and capital gain
distributions in additional shares, unless the Shareholder has elected to take
such payment in cash. Shareholders may change their election by providing
written notice to the Administrator at least 15 days prior to the distribution.

Dividends and distributions of each Fund are paid on a per-share basis. The
amount of dividends payable on Class A shares will be more than the dividends
payable on the Class B shares because of the distribution expenses charged to
Class B shares.

COUNSEL AND INDEPENDENT PUBLIC ACCOUNTANTS

Morgan, Lewis & Bockius serves as counsel to the Trust. Arthur Andersen LLP
serves as the independent public accountants of the Trust.

DESCRIPTION OF PERMITTED INVESTMENTS

The following is a description of certain of the permitted investments for the
Funds:

ASSET-BACKED SECURITIES--Asset-backed securities are securities secured by non-
mortgage assets such as company receivables, truck and auto loans, leases and
credit card receivables. Such securities are generally issued as pass-through
certificates, which represent undivided fractional ownership interests in the
underlying pools of assets. Such securities also may be debt instruments, which
are also known as collateralized obligations and are generally issued as the
debt of a special purpose entity, such as a trust, organized solely for the
purpose of owning such assets and issuing such debt.

Asset-backed securities are not issued or guaranteed by the United States
Government or its agencies or instrumentalities; however, the payment of
principal and interest on such obligations may be guaranteed up to certain
amounts and for a certain period by a letter of credit issued by a financial
institution (such as a bank or insurance company) unaffiliated with the issuers
of such securities. The purchase of asset-backed securities raises risk
considerations peculiar to the financing of the instruments underlying such
securities. For example, there is a risk that another party could acquire an
interest in the obligations superior to that of the holders of the asset-backed
securities. There also is the possibility that recoveries on repossessed
collateral may not, in some cases, be available to support payments on those
securities. Asset-backed securities entail prepayment risk, which may vary
depending on the type of asset, but is generally less than the prepayment risk
associated with mortgage-backed securities. In addition, credit card
receivables are unsecured obligations of the card holder.

COMMERCIAL PAPER--The term used to designate unsecured short-term promissory
notes issued by corporations and other entities. Maturities on these issues
vary from a few to 270 days.

19
<PAGE>

and Policies" for more information about any investment policies and
limitations applicable to their use.

MORTGAGE-BACKED SECURITIES--Mortgage-backed securities are instruments that
entitle the holder to a share of all interest and principal payments from
mortgages underlying the security. The mortgages backing these securities
include conventional thirty-year fixed-rate mortgages, graduated payment
mortgages, and adjustable rate mortgages. During periods of declining interest
rates, prepayment of mortgages underlying mortgage-backed securities can be
expected to accelerate. Prepayment of mortgages which underlie securities
purchased at a premium often results in capital losses, while prepayment of
mortgages purchased at a discount often results in capital gains. Because of
these unpredictable prepayment characteristics, it is often not possible to
predict accurately the average life or realized yield of a particular issue.

Government Pass-Through Securities: These are securities that are issued or
guaranteed by a U.S. Government agency representing an interest in a pool of
mortgage loans. The primary issuers or guarantors of these mortgage-backed
securities are GNMA, FNMA and FHLMC. FNMA and FHLMC obligations are not backed
by the full faith and credit of the U.S. Government as GNMA certificates are,
but FNMA and FHLMC securities are supported by the instrumentalities' right to
borrow from the U.S. Treasury. GNMA, FNMA and FHLMC each guarantees timely
distributions of interest to certificate holders. GNMA and FNMA also each
guarantees timely distributions of scheduled principal. FHLMC has in the past
guaranteed only the ultimate collection of principal of the underlying mortgage
loan; however, FHLMC now issues mortgage-backed securities (FHLMC Gold PCs)
which also guarantee timely payment of monthly principal reductions. Government
and private guarantees do not extend to the securities' value, which is likely
to vary inversely with fluctuations in interest rates.

Private Pass-Through Securities: These are mortgage-backed securities issued by
a non-governmental entity, such as a trust. These securities include
collateralized mortgage obligations ("CMOs") and real estate mortgage
investment conduits ("REMICs") that are rated in one of the top two rating
categories. While they are generally structured with one or more types of
credit enhancement, private pass-through securities typically lack a guarantee
by an entity having the credit status of a governmental agency or
instrumentality.

Collateralized Mortgage Obligations ("CMOs"): CMOs are debt obligations or
multiclass pass-through certificates issued by agencies or instrumentalities of
the U.S. Government or by private originators or investors in mortgage loans.
In a CMO, series of bonds or certificates are usually issued in multiple
classes. Principal and interest paid on the underlying mortgage assets may be
allocated among the several classes of a series of a CMO in a variety of ways.
Each class of a CMO, often referred to as a "tranche," is issued with a
specific fixed or floating coupon rate and has a stated maturity or final
distribution date. Principal payments on the underlying mortgage assets may
cause CMOs to be retired substantially earlier then their stated maturities or
final distribution dates, resulting in a loss of all or part of any premium
paid.

REMICs: A REMIC is a CMO that qualifies for special tax treatment under the
Internal Revenue Code and invests in certain mortgages principally secured by
interests in real property. Investors may purchase beneficial interests in
REMICs, which are known as "regular" interests, or "residual" interests.
Guaranteed REMIC pass-through certificates ("REMIC Certificates") issued by
FNMA or FHLMC represent beneficial ownership interests in a REMIC trust
consisting principally of mortgage loans or FNMA, FHLMC or GNMA-guaranteed
mortgage pass-through certificates. For FHLMC REMIC Certificates, FHLMC
guarantees the timely payment of interest, and also guarantees the payment of
principal as payments are required to be made on the underlying mortgage
participation certificates. FNMA REMIC Certificates are issued and guaranteed
as to timely distribution of principal and interest by FNMA.

20
<PAGE>

Parallel Pay Securities; PAC Bonds: Parallel pay CMOs and REMICS are structured
to provide payments of principal on each payment date to more than one class.
These simultaneous payments are taken into account in calculating the stated
maturity date or final distribution date of each class, which must be retired
by its stated maturity date or final distribution date, but may be retired
earlier. Planned Amortization Class CMOs ("PAC Bonds") generally require
payments of a specified amount of principal on each payment date. PAC Bonds are
always parallel pay CMOs with the required principal payment on such securities
having the highest priority after interest has been paid to all classes.

REITs: REITs are trusts that invest primarily in commercial real estate or real
estate-related loans. The value of interests in REITs may be affected by the
value of the property owned or the quality of the mortgages held by the trust.

Stripped Mortgage-Backed Securities ("SMBs"): SMBs are usually structured with
two classes that receive specified proportions of the monthly interest and
principal payments from a pool of mortgage securities. One class may receive
all of the interest payments and is thus termed an interest-only class ("IO"),
while the other class may receive all of the principal payments and is thus
termed the principal-only class ("PO"). The value of IOs tends to increase as
rates rise and decrease as rates fall; the opposite is true of POs. SMBs are
extremely sensitive to changes in interest rates because of the impact thereon
of prepayment of principal on the underlying mortgage securities can experience
wide swings in value in response to changes in interest rates and associated
mortgage prepayment rates. During times when interest rates are experiencing
fluctuations, such securities can be difficult to price on a consistent basis.
The market for SMBs is not as fully developed as other markets; SMBs therefore
may be illiquid.

Risk Factors: Due to the possibility of prepayments of the underlying mortgage
instruments, mortgage-backed securities generally do not have a known maturity.
In the absence of a known maturity, market participants generally refer to an
estimated average life. An average life estimate is a function of an assumption
regarding anticipated prepayment patterns, based upon current interest rates,
current conditions in the relevant housing markets and other factors. The
assumption is necessarily subjective, and thus different market participants
can produce different average life estimates with regard to the same security.
There can be no assurance that estimated average life will be a security's
actual average life.

MUNICIPAL SECURITIES--Municipal securities consist of (i) debt obligations
issued by or on behalf of public authorities to obtain funds to be used for
various public facilities, for refunding outstanding obligations, for general
operating expenses and for lending such funds to other public institutions and
facilities, and (ii) certain private activity and industrial development bonds
issued by or on behalf of public authorities to obtain funds to provide for the
construction, equipment, repair or improvement of privately operated
facilities.

General obligation bonds are backed by the taxing power of the issuing
municipality. Revenue bonds are backed by the revenues of a project or facility
(tolls from a toll bridge, for example.) Certificates of participation
represent an interest in an underlying obligation or commitment, such as an
obligation issued in connection with a leasing arrangement. The payment of
principal and interest on private activity and industrial development bonds
generally is dependent solely on the ability of the facility's user to meet its
financial obligations and the pledge, if any, of real and personal property so
financed as security for such payment.

Municipal securities include municipal notes and municipal bonds. Municipal
notes include general obligation notes, tax anticipation notes, revenue
anticipation notes, bond anticipation notes, certificates of indebtedness,
demand notes, construction loan notes and participation interests in municipal
notes. Municipal bonds include general obligation bonds, revenue or special
obligation bonds, private activity and industrial development bonds and
participation interests in municipal bonds.

21
<PAGE>

RECEIPTS--Receipts are sold as zero coupon securities, which means that they
are sold at a substantial discount and redeemed at face value at their maturity
date without interim cash payments of interest or principal. This discount is
accreted over the life of the security, and such accretion will constitute the
income earned on the security for both accounting and tax purposes. Because of
these features, such securities may be subject to greater interest rate
volatility than interest paying investments.

U.S. GOVERNMENT AGENCIES--Obligations issued or guaranteed by agencies of the
U.S. Government, including, among others, the Federal Farm Credit Bank, the
Federal Housing Administration and the Small Business Administration, and
obligations issued or guaranteed by instrumentalities of the U.S. Government,
including, among others, the Federal Home Loan Mortgage Corporation, the
Federal Land Banks and the U.S. Postal Service. Some of these securities are
supported by the full faith and credit of the U.S. Treasury (e.g., Government
National Mortgage Association), others are supported by the right of the issuer
to borrow from the Treasury (e.g., Federal Farm Credit Bank), while still
others are supported only by the credit of the instrumentality (e.g., Federal
National Mortgage Association). Guarantees of principal by agencies or
instrumentalities of the U.S. Government may be a guarantee of payment at the
maturity of the obligation so that in the event of a default prior to maturity
there might not be a market and thus no means of realizing on the obligation
prior to maturity. Guarantees as to the timely payment of principal and
interest do not extend to the value or yield of these securities nor to the
value of a Fund's shares.

VARIABLE OR FLOATING RATE INSTRUMENTS--Certain obligations may carry variable
or floating rates of interest, and may involve a conditional or unconditional
demand feature. Such instruments bear interest at rates which are not fixed,
but which vary with changes in specified market rates or indices. The interest
rates on these securities may be reset daily, weekly, quarterly or some other
reset period, and may have a floor or ceiling on interest rate changes. There
is a risk that the current interest rate on such obligations may not accurately
reflect existing market interest rates. A demand instrument with a demand
notice exceeding seven days may be considered illiquid if there is no secondary
market for such security.

22
<PAGE>

A Fund will maintain with the Custodian a separate account with liquid high
grade debt securities or cash in an amount at least equal to these commitments.
The interest rate, if any, realized on these securities is fixed as of the
purchase date and no interest accrues to the Fund before settlement. Debt and
equity securities are subject to market fluctuation and it is possible that the
market value at the time of settlement could be higher or lower than the
purchase price. Although a Fund generally purchases securities on a when-issued
or forward commitment basis with the intention of actually acquiring securities
for its portfolio, a Fund may dispose of a when-issued security or forward
commitment prior to settlement if it deems appropriate.

23
<PAGE>

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Summary..................................................................... 2
Expense Summary............................................................. 4
Financial Highlights........................................................ 5
The Trust................................................................... 7
Investment Objectives and Policies.......................................... 7
Investment Limitations...................................................... 11
The Advisor................................................................. 12
The Administrator........................................................... 13
</TABLE>
<TABLE>
<S> <C>
The Shareholder Servicing Agent............................................. 13
The Distributor............................................................. 13
Purchase and Redemption of Shares........................................... 14
Performance................................................................. 14
Taxes....................................................................... 15
General Information......................................................... 18
Description of Permitted Investments........................................ 19
</TABLE>
<PAGE>

THE PILLAR FUNDS
Stock Funds

Supplement Dated January 2, 1996 to the Class A Prospectus Dated April 30, 1995

The prospectus dated April 30, 1995 relates to the Equity Value, Equity Income,
Mid Cap Value, Balanced Growth and International Growth Funds. This supplement
provides new and additional information beyond that contained in the current
prospectus and should be retained and read in conjunction with such prospectus.

The discussion of eligible investors for the Class A shares on the cover page
and the fifth sentence in the first paragraph of the section entitled "The
Distributor" on page 14 of the prospectus is deleted in its entirety and
replaced with the following:

Class A shares of each Fund are offered without distribution fees (i) to
institutional investors (including United Jersey Bank, its affiliates and
correspondent banks) for the investment of their own funds, (ii) to individuals
and institutions (including United Jersey Bank, its affiliates and correspondent
banks) for the investment of funds held by such individuals or institutions in a
fiduciary, agency, custodial or other representative capacity if such
individuals or institutions are able to provide complete shareholder
recordkeeping services with respect to shares purchased and held in such
capacity, and (iii) any individual who has entered into an Investment Strategy
Account Agreement with United Jersey Bank, its affiliates or correspondent
banks ("ISA Customers") (persons who own Class A shares of a Fund are referred
to herein as "Shareholders").

----------------

The following language is inserted after the third sentence in the section
entitled "How do I Purchase and Redeem Shares?" on page 2 and after the second
sentence in the second paragraph under the section entitled "Purchase and
Redemption of Shares" on page 14 of the prospectus:

----------------

The following language is inserted after the last paragraph under the section
entitled "Purchase and Redemption of Shares" beginning on page 14 of the
prospectus:

Purchase of Shares - ISA Customers

Direct Purchases - ISA Customers

1
<PAGE>

By Wire - Subsequent purchases of shares may be made by wire. To buy shares by
wire, call the Distributor toll-free at 1-800-932-7782.

Other Information Regarding Purchases - The purchase price is the net asset
value per share next computed after the order is effective. No certificates
representing shares will be issued.

Redemption of Shares - ISA Customers

Direct Redemptions - ISA Customers

By Telephone, Wire or ACH - Shares may be redeemed by telephone if ISA Customers
elect that option on the Account Application. ISA Customers may have the
proceeds mailed to his or her address or wired to a commercial bank account
previously designated on the Account Application. Under most circumstances,
payments will be transmitted on the next Business Day following receipt of a
valid request for redemption. Wire and ACH redemption requests may be made by
ISA Customers by calling the Distributor at 1-800-932-7782, who will add a wire
redemption charge (presently $10.00) to the amount of the redemption. Accounts
may not be closed by telephone.

Systematic Withdrawal Plan (SWP) - The Funds offer a Systematic Withdrawal Plan
which may be utilized by ISA Customers who wish to receive regular distributions
from their account. Upon commencement of the SWP, the account must have a
current value of $10,000 or more. ISA Customers may elect to receive automatic
payment by check or ACH of $50 or more on a monthly or quarterly basis. An
Optional Services Form may be obtained by contacting the Distributor at 1-800-
932-7782.

2
<PAGE>

----------------

The following language is inserted after the last paragraph under "General
Information - The Trust" on page 16 of the prospectus:

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

3
<PAGE>

THE PILLAR FUNDS

Investment Advisor:
UNITED JERSEY BANK INVESTMENT MANAGEMENT DIVISION, A
DIVISION OF UNITED JERSEY BANK

THE PILLAR FUNDS (the "Trust") consist of mutual fund portfolios seeking to
provide a convenient and economical means of investing in one or more
professionally managed portfolios of securities. This Prospectus relates to the
following equity and balanced funds (collectively, the "Funds"; individually, a
"Fund"):

. EQUITY VALUE FUND
. EQUITY INCOME FUND
. MID CAP VALUE FUND
. BALANCED GROWTH FUND
. INTERNATIONAL GROWTH FUND

CLASS A

CLASS A SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR INSURED,
ENDORSED OR GUARANTEED BY, ANY BANK (INCLUDING UNITED JERSEY BANK OR ITS
AFFILIATES OR CORRESPONDENTS), ANY STATE OR STATE AGENCY, THE FEDERAL
DEPOSIT INSURANCE CORPORATION (FDIC), THE U.S. GOVERNMENT OR ANY U.S.
GOVERNMENT AGENCY.

AMOUNTS INVESTED IN THE FUNDS ARE SUBJECT TO INVESTMENT RISKS, INCLUDING
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

This Prospectus sets forth concisely the information about the Trust that a
prospective investor should know before investing. Investors are advised to
read this Prospectus and retain it for future reference. A Statement of
Additional Information dated April 29, 1995, has been filed with the Securities
and Exchange Commission and is available without charge through the
Distributor, SEI Financial Services Company, 680 East Swedesford Road, Wayne,
PA 19087-1658 or by calling 1-800-932-7782. The Statement of Additional
Information is incorporated into this Prospectus by reference.

APRIL 30, 1995
CLASS A
<PAGE>

SUMMARY

THE PILLAR FUNDS (THE "TRUST") CONSIST OF OPEN-END MANAGEMENT INVESTMENT
COMPANIES WHICH PROVIDE A CONVENIENT WAY TO INVEST IN PROFESSIONALLY MANAGED
PORTFOLIOS OF SECURITIES. THE FOLLOWING PROVIDES BASIC INFORMATION ABOUT THE
CLASS A SHARES OF THE TRUST'S EQUITY VALUE FUND, EQUITY INCOME FUND, MID CAP
VALUE FUND, BALANCED GROWTH FUND AND INTERNATIONAL GROWTH FUND (COLLECTIVELY,
THE "FUNDS"; INDIVIDUALLY, A "FUND").

What are the Investment Objectives? The investment objectives of the
respective Funds are as follows: the Equity Value and Mid Cap Value Funds--
growth of both capital and income; the Equity Income Fund--growth of capital
consistent with an emphasis on current income; the Balanced Growth Fund--growth
of capital consistent with current income; and the International Growth Fund--
long-term capital growth. There is no assurance that a Fund will meet its
investment objective. See "Investment Objectives and Policies."

What are the Permitted Investments? The Equity Value, Equity Income and Mid
Cap Value Funds each invest in equity securities; (iii) securities convertible
into common stocks; and (iv) American Depositary Receipts ("ADRs"). The
Balanced Growth Fund invests in the securities described above and certain
fixed income and money market securities. The International Growth Fund invests
primarily in equity securities of non-U.S. issuers consisting of (i) common
stocks; (ii) warrants to purchase common stocks; (iii) debt securities and
preferred stocks convertible into common stocks; and (iv) ADRs, European
Depositary Receipts ("EDRs"), Continental Depositary Receipts ("CDRs") and
Global Depositary Receipts ("GDRs"). The International Growth Fund may also
invest in foreign government debt securities. Because securities fluctuate in
value, the shares of each Fund will also fluctuate in value. The Mid Cap Value
Fund may experience greater fluctuation because it will invest primarily in
small to medium capitalization companies. In addition, the value of shares of
the Balanced Growth and International Growth Funds are subject to market and
interest rate fluctuations that affect the value of their fixed income
investments. The International Growth Fund is non-diversified and may,
therefore, concentrate its portfolio investments in a relatively small number
of issuers and may, as a result, be subject to greater risk with respect to its
portfolio securities. The International Growth Fund may also invest in options,
futures and currency transactions. The Funds' investments in securities of
foreign issuers will subject the Funds to risks associated with foreign
investments. See "Investment Objectives and Policies" and "Description of
Permitted Investments."

Who are the Advisor and Sub-Advisor? United Jersey Bank Investment Management
Division, a division of United Jersey Bank, serves as the Advisor of the Trust.
Wellington Management Company serves as the Sub-Advisor for the International
Growth Fund. The Advisor and Sub-Advisor each reserves the right to terminate
its fee waiver at any time in its sole discretion. See "The Advisor" and "The
Sub-Advisor."

Who is the Administrator? SEI Financial Management Corporation serves as the
Administrator of the Trust. See "The Administrator."

Who is the Distributor? SEI Financial Services Company acts as distributor of
the Trust's shares. See "The Distributor."

2
<PAGE>

does not receive federal funds before 12:00 noon, Eastern time, on the next
Business Day. Redemption orders must be placed prior to 4:00 p.m., Eastern
time, on any Business Day for the order to be effective that day. The purchase
and redemption price for shares is the net asset value per share determined as
of the end of the day the order is effective. See "Purchase and Redemption of
Shares."

How are Dividends Paid? Substantially all of the net investment income
(exclusive of capital gains) of the Equity Value, Equity Income, Mid Cap Value
and Balanced Growth Funds is distributed in the form of quarterly dividends to
Shareholders of record on the next to last Business Day of each quarter and is
periodically declared and paid as a dividend to Shareholders of record for the
International Growth Fund. Any capital gain is distributed at least annually.
Distributions are paid in additional shares unless the Shareholder elects to
take the payment in cash. See "Dividends."

3
<PAGE>

EXPENSE SUMMARY

ANNUAL OPERATING EXPENSES CLASS A
(As a percentage of average net assets)

<TABLE>
<CAPTION>
EQUITY EQUITY MID CAP BALANCED
VALUE INCOME VALUE GROWTH INTERNATIONAL
FUND FUND FUND FUND GROWTH FUND
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Advisory Fees (after fee waiv-
ers)(1).......................... .49% .47% .47% .46% .90%
Other Expenses(2)................. .31% .33% .33% .34% .60%
- -------------------------------------------------------------------------------
Total Operating Expenses (after
fee waivers)(3).................. .80% .80% .80% .80% 1.50%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
(1) The Advisor has agreed to voluntarily waive a portion of its fees in an
amount that operates to limit total operating expenses of Class A of the
Equity Value, Equity Income, Mid Cap Value and Balanced Growth Funds to
not more than .80% of average daily net assets; and the Adviser and Sub-
Adviser have voluntarily agreed to waive a portion of their fees in an
amount that operates to limit total operating expenses of Class A of the
International Growth Fund to not more than 1.50% of average daily net
assets. The Advisor and Sub-Advisor each reserves the right to terminate
its fee waiver at any time in its sole discretion.
(2) Other Expenses for the International Growth Fund are based on estimated
amounts for the current fiscal year.
(3) Absent fee waivers for the Equity Value, Equity Income, Mid Cap Value,
Balanced Growth and International Growth Funds, Advisory Fees would be
.75% for the Equity Value, Equity Income, Mid Cap Value and Balanced
Growth Funds and 1.00% for the International Growth Fund, and Total
Operating Expenses would be 1.06%, 1.08%, 1.08%, 1.09% and 1.60%,
respectively, of such Funds' average daily net assets. Additional
information may be found under "The Advisor," "The Sub-Advisor," "The
Administrator" and "The Distributor."

EXAMPLE
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1 YR. 3 YRS. 5 YRS. 10 YRS.
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
An investor in a Fund would pay the following
expenses on a $1,000 investment assuming (1) 5%
annual return and (2) redemption at the end of
each time period:
Equity Value, Equity Income, Mid Cap Value and
Balanced Growth Funds........................... $ 8 $26 $44 $99
International Growth Fund........................ $15 $47 -- --
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
</TABLE>

THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The
purpose of the expense table and example is to assist the investor in
understanding the various costs and expenses that may be directly or
indirectly borne by investors in the Funds. The information set forth in the
foregoing table and example relates only to Class A shares. The Trust also
offers Class B shares of each Fund which are subject to the same expenses
except for a sales load and certain distribution costs. Financial institutions
that are the record owner of shares for the account of their customers may
impose separate fees for account services to their customers. Additional
information may be found under "The Advisor," "The Sub-Advisor," "The
Administrator" and "The Distributor."

4
<PAGE>

FINANCIAL HIGHLIGHTS THE PILLAR FUNDS

For a Class A Share Outstanding Throughout the Periods Indicated

<TABLE>
<CAPTION>
EQUITY VALUE EQUITY INCOME
FUND--CLASS A (1) FUND--CLASS A
--------------------------------- ---------------------------------
01/01/94 01/01/93 04/01/92 01/01/94 01/01/93 04/01/92
TO TO TO TO TO TO
12/31/94 12/31/93 12/31/92 (2) 12/31/94 12/31/93 12/31/92 (2)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period.... $ 11.10 $ 10.64 $ 10.00 $ 11.17 $ 10.72 $ 10.00
- ---------------------------------------------------------------------------------------------
Income from Investment
Operations:
Net Investment Income.. 0.17 0.18 0.14 0.24 0.29 0.22
Net Realized and
Unrealized Gains
(Loss) on Securities . (0.83) 0.46 0.64 (0.81) 0.80 0.72
- ---------------------------------------------------------------------------------------------
Total Income from
Investment Operations.. (0.66) 0.64 0.78 (0.57) 1.09 0.94
- ---------------------------------------------------------------------------------------------
Less Distributions:
Dividends from Net
Investment Income..... (0.17) (0.18) (0.14) (0.24) (0.29) (0.22)
Distributions from
Realized Capital Gain. (0.08) -- -- (0.10) (0.35) --
- ---------------------------------------------------------------------------------------------
Total Distributions..... (0.25) (0.18) (0.14) (0.34) (0.64) (0.22)
- ---------------------------------------------------------------------------------------------
Net Asset Value, End of
Period................. $ 10.19 $ 11.10 $ 10.64 $ 10.26 $ 11.17 $ 10.72
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
Total Return............ (5.61)% 6.12% 10.51%* (4.42)% 10.27% 12.72%*
- ---------------------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL
DATA
Net Assets, End of
Period (000)........... $61,407 $67,383 $62,116 $34,514 $38,237 $32,538
Ratio of Expenses to
Average Net Assets..... 0.80% 0.80% 0.80%* 0.80% 0.80% 0.80%*
Ratio of Expenses to
Average Net Assets
(Excluding Waivers).... 1.06% 1.07% 1.10%* 1.08% 1.10% 1.14%*
Ratio of Net Income to
Average Net Assets..... 1.92% 1.74% 1.82%* 2.96% 2.65% 2.88%*
Ratio of Net Income to
Average Net Assets
(Excluding Waivers).... 1.66% 1.47% 1.52%* 2.68% 2.35% 2.54%*
Portfolio Turnover Rate. 44.98% 89.91% 45.68% 37.76% 89.89% 58.41%
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
</TABLE>
* Annualized
(1) In March 1995, the Equity Growth Fund changed its name to Equity Value
Fund and the Equity Aggressive Growth Fund changed its name to Mid Cap
Value Fund.
(2) The Equity Value Fund, the Equity Income Fund, the Mid Cap Value Fund and
the Balanced Growth Fund commenced operations on April 1, 1992. Ratios for
this period have been annualized.

5
<PAGE>

FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
MID CAP VALUE BALANCED GROWTH
FUND--CLASS A (1) FUND--CLASS A
--------------------------------- ---------------------------------
01/01/94 01/01/93 04/01/92 01/01/94 01/01/93 04/01/92
TO TO TO TO TO TO
12/31/94 12/31/93 12/31/92 (2) 12/31/94 12/31/93 12/31/92 (2)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period.... $ 12.32 $ 10.99 $ 10.00 $ 10.78 $ 10.35 $ 10.00
- ---------------------------------------------------------------------------------------------
Income from Investment
Operations:
Net Investment Income.. 0.10 0.11 0.07 0.29 0.38 0.29
Net Realized and
Unrealized Gains
(Loss) on Securities . (1.27) 1.33 0.99 (0.87) 0.43 0.34
- ---------------------------------------------------------------------------------------------
Total Income from
Investment Operations.. (1.17) 1.44 1.06 (0.58) 0.81 0.63
- ---------------------------------------------------------------------------------------------
Less Distributions:
Dividends from Net
Investment Income..... (0.10) (0.11) (0.07) (0.29) (0.38) (0.28)
Distributions from
Realized Capital Gain. (0.22) -- -- -- -- --
- ---------------------------------------------------------------------------------------------
Total Distributions..... (0.32) (0.11) (0.07) (0.29) (0.38) (0.28)
- ---------------------------------------------------------------------------------------------
Net Asset Value, End of
Period................. $ 10.83 $ 12.32 $ 10.99 $ 9.91 $ 10.78 $ 10.35
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
Total Return............ (9.34)% 13.22% 14.30%* (4.61)% 7.89% 8.53%*
- ---------------------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL
DATA
Net Assets, End of
Period (000)........... $33,448 $ 35,648 $29,507 $26,921 $25,712 $16,899
Ratio of Expenses to
Average Net Assets..... 0.80% 0.80% 0.80%* 0.80% 0.80% 0.80%*
Ratio of Expenses to
Average Net Assets
(Excluding Waivers).... 1.08% 1.10% 1.15%* 1.09% 1.14% 1.20%*
Ratio of Net Income to
Average Net Assets..... 1.06% 1.03% 0.98%* 3.64% 3.75% 3.88%*
Ratio of Net Income to
Average Net Assets
(Excluding Waivers).... 0.78% 0.73% 0.63%* 3.35% 3.41% 3.48%*
Portfolio Turnover Rate. 13.82% 24.49% 9.29% 27.15% 63.03% 82.76%
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
</TABLE>
* Annualized
(1) In March 1995, the Equity Growth Fund changed its name to Equity Value Fund
and the Equity Aggressive Growth Fund changed its name to Mid Cap Value
Fund.
(2) The Equity Value Fund, the Equity Income Fund, the Mid Cap Value Fund and
the Balanced Growth Fund commenced operations on April 1, 1992. Ratios for
this period have been annualized.

6
<PAGE>

THE TRUST

THE PILLAR FUNDS (the "Trust") consist of open-end management investment
companies that have diversified and non-diversified portfolios. The Trust
offers units of beneficial interest ("shares") in fifteen separate investment
portfolios. Shareholders may purchase shares in each portfolio (except for the
U.S. Treasury Securities Plus Money Market Fund) through two separate classes
(Class A and Class B) which provide for variations in distribution costs,
voting rights, and dividends. Except for these differences between classes,
each share of each portfolio represents an undivided proportionate interest in
that portfolio. This Prospectus relates to the Class A shares of the Trust's
Equity Value Fund, Equity Income Fund, Mid Cap Value Fund, Balanced Growth Fund
and International Growth Fund (each of these, a "Fund"). Each of the Funds is a
diversified mutual fund, except for the International Growth Fund, which is a
non-diversified mutual fund. Information regarding the Trust's other portfolios
and the Class B shares of the Funds is contained in separate prospectuses that
may be obtained from the Trust's Distributor, SEI Financial Services Company,
680 East Swedesford Road, Wayne, Pennsylvania 19087 or by calling
1-800-932-7782.

SHARES OF THE TRUST ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF
THE PRINCIPAL AMOUNT INVESTED. SEE "INVESTMENT OBJECTIVES AND POLICIES--RISK
FACTORS."

INVESTMENT OBJECTIVES AND POLICIES

THE EQUITY VALUE FUND

The investment objective of this Fund is growth of both capital and income.
There is no assurance that the investment objective will be met.

The Fund will normally be as fully invested as practicable in equity securities
consisting of common stocks, warrants to purchase common stocks, debt
securities and preferred stocks convertible into common stocks and ADRs. The
Advisor will purchase equity securities which, in the Advisor's opinion, are
undervalued in the marketplace at the time of purchase. For a description of
the Fund's permitted investments, see "Description of Permitted Investments."

THE EQUITY INCOME FUND

The investment objective of this Fund is growth of capital consistent with an
emphasis on current income. There is no assurance that the investment objective
will be met.

The Fund will normally be as fully invested as practicable in equity securities
consisting of common stocks, warrants to purchase common stocks, debt
securities and preferred stocks convertible into common stocks and ADRs. For a
description of the Fund's permitted investments, see "Description of Permitted
Investments."

THE MID CAP VALUE FUND

The investment objective of this Fund is growth of both capital and income.
There is no assurance that the investment objective will be met.

The Fund will normally be as fully invested as practicable in equity securities
consisting of common stocks, warrants to purchase common stocks, debt
securities and preferred stocks convertible into common stocks and ADRs, that
in the Advisor's opinion, are significantly undervalued relative to their
actual value at the time of purchase. Under normal market conditions, the Fund
will invest at least 65% of its total assets in equity securities of mid cap
issuers (i.e. companies with market capitalizations ranging between $250
million and $1.5 billion at the time of purchase). The Fund may also invest in
equity securities of small cap issuers (i.e. companies with market
capitalizations between $100 million and $250 million at the time of purchase).

The Advisor will attempt to maintain a highly diversified portfolio in order to
reduce the risks

7
<PAGE>

associated with investments in small capitalization companies which may be
subject to greater volatility than investments in companies with larger
capitalization. For a description of the Fund's permitted investments, see
"Description of Permitted Investments."

THE BALANCED GROWTH FUND

The investment objective of this Fund is growth of capital consistent with
current income. There is no assurance that the investment objective will be
met.

The Fund seeks to achieve growth of capital and current income by investing in
a balanced portfolio of equity securities, fixed income securities and money
market securities. The actual blend will vary according to market and economic
conditions. However, under normal market conditions, at least 25% of the Fund's
total assets will be invested in fixed income securities. This investment
policy may be changed by the Trust's board of trustees at any time; however,
Shareholders will be notified of any such change in advance.

The Fund may invest in the following equity securities: common stocks, warrants
to purchase common stocks, debt securities and preferred stocks convertible
into common stocks and ADRs.

The Fund may invest in the following fixed income securities: obligations
issued or guaranteed as to principal and interest by the U.S. Government or its
agencies or instrumentalities ("U.S. Government Securities"); corporate bonds
and debentures rated in one of the three highest rating categories or
determined by the Advisor to be of comparable quality at the time of purchase;
mortgage-backed securities consisting of collateralized mortgage obligations
("CMOs") and real estate mortgage investment conduits ("REMICs") that are rated
in one of the top two rating categories and which are backed solely by GNMA
certificates or other mortgage pass-throughs issued or guaranteed by the U.S.
Government or its agencies or instrumentalities; and asset backed securities
secured by company receivables, truck and auto loans, leases and credit card
receivables which are rated in one of the top two rating categories. Securities
rated A are considered to be investment grade and of high credit quality.
Issues rated A could be more vulnerable to adverse developments than
obligations with higher ratings.

The Fund may invest in the following money market securities: short-term U.S.
Government Securities; custodial receipts evidencing separately traded interest
and principal components of securities issued by the U.S. Treasury; commercial
paper rated in the highest short-term rating category or determined by the
Advisor to be of comparable quality at the time of purchase; short-term bank
obligations (certificates of deposit, time deposits, and banker's acceptances)
of U.S. commercial banks with assets of at least $1 billion as of the end of
their most recent fiscal year; and repurchase agreements involving such
securities.

THE INTERNATIONAL GROWTH FUND

The investment objective of this Fund is long-term capital growth. There is no
assurance that the investment objective will be met.

The Fund will normally invest at least 65% of its total assets in the following
equity securities of non-U.S. issuers: common stocks, warrants to purchase
common stocks, debt securities and preferred stocks convertible into common
stocks and ADRs, EDRs, CDRs and GDRs. The Fund will purchase equity securities,
including ADRs, EDRs, CDRs and GDRs, that are traded in the United States on
registered exchanges or the over-the-counter market and securities traded on
foreign exchanges. Furthermore, the Fund may purchase equity securities of
foreign or domestic issuer's public offerings, including an initial public
offerings ("IPOs"). The Fund may also invest up to 35% of its assets in foreign
government debt securities and securities issued by supranational agencies when
the sub-advisor believes that they are compatible with the Fund's investment.
Such securities will be rated investment grade or better, i.e. rated in one of
the four highest rating categories by a nationally recognized statistical
ratings organization ("NRSRO"), such as Standard & Poor's Corporation or
Moody's Investors Service, Inc., or, if not rated, determined to be of
comparable quality as determined by the Sub-Advisor. As part of its investment
in

8
<PAGE>

foreign government debt securities, the Fund may invest up to 10% of its assets
in such foreign government debt securities that are rated BB (or Ba) or B by an
NRSRO, or, if not rated, determined to be of comparable quality as determined
by the Sub-Advisor. Securities rated B are considered highly speculative and
while the issuer currently has the capacity to meet debt service requirements,
adverse business, financial or economic conditions would likely impair its
capacity or willingness to pay interest and principal. In addition, the Fund
may also invest in money market instruments as defined in "General Investment
Policies" below.

The Fund will invest in securities of issuers in at least three countries other
than the United States. The Fund may invest in securities of issuers from
countries that are considered to be lesser-developed countries by the
international financial community, but that have securities markets meeting
acceptable standards of liquidity, financial disclosure, government regulation
and protection of foreign investors, as determined by the Sub-Advisor.
Normally, no more than 25% of the Fund's assets will be invested in such
securities. The Fund may also invest up to 10% of its assets in closed-end
investment companies that invest in the securities of issuers in a single
country or region (commonly referred to as "country funds"). In addition, the
Fund may invest in Brady Bonds. The Fund may invest in smaller, less well
established companies (i.e., companies with market capitalizations below $500
million) which may offer greater opportunities for capital appreciation than
larger, better established companies. The Fund is non-diversified and may,
therefore, concentrate its portfolio investments in a relatively small number
of issuers.

The Fund may engage in currency transactions for hedging purposes. Currency
transactions include forward currency contracts, exchange-listed and over-the-
counter ("OTC") currency futures contracts and options on futures contracts,
exchange-listed and OTC options on currencies, and currency swaps. The Fund may
also employ certain hedging, income enhancement and risk management techniques,
including the purchase and sale of exchange-listed and OTC options, futures and
options on futures involving equity and debt securities, aggregates of equity
and debt securities, and other financial indices. The Fund may write options
and futures only on a covered basis.

In seeking to achieve its investment objective of long-term capital growth, the
Fund's investments will be selected on the basis of fundamental analysis to
identify those markets and securities that provide capital appreciation
potential.

Fundamental analysis involves assessing a company and its business environment,
management, balance sheet, income statement, anticipated earnings and dividends
and other related measures of value. In analyzing companies for investment, the
Fund looks for, among other things, above-average earnings growth, a strong
balance sheet, attractive industry dynamics, strong competitive advantages, and
positive relative value within the context of a security's primary trading
market. In addition to fundamental analysis of companies and industries, the
Fund evaluates the economic and political environments of the countries in
which the securities are traded.

For a description of the Funds' permitted investments and the above ratings,
see "Description of Permitted Investments" in this Prospectus and "Description
of Permitted Investments" and "Description of Ratings" in the Statement of
Additional Information.

GENERAL INVESTMENT POLICIES

For temporary defensive purposes during periods when the Advisor determines
that market conditions warrant, each of the Equity Value, Equity Income, Mid
Cap Value and Balanced Growth Funds may invest up to 100% of its assets in the
money market instruments described under "The Balanced Growth Fund" above and
may hold cash for liquidity purposes. The money market securities the
International Growth Fund may invest in may be denominated in foreign
currencies or U.S. dollars and consist of short-term U.S. Government
obligations, obligations issued or guaranteed by the agencies and
instrumentalities of the U.S. Government and securities of foreign governments;
custodial receipts evidencing separately traded

9
<PAGE>

interest and principal components of securities issued by the U.S. Treasury;
short term corporate securities rated in the highest short-term rating category
or determined by the Advisor or Sub-Advisor to be of comparable quality at the
time of purchase; short-term bank obligations (certificates of deposit, time
deposits and bankers' acceptances) of U.S. or foreign commercial banks with
assets of at least $1 billion as of the end of their most recent fiscal year;
Euro-currency instruments and securities; and repurchase agreements involving
such securities. Furthermore, the International Growth Fund may hold cash in
U.S. dollars, foreign currencies or multinational currency units for liquidity
purposes. To the extent a Fund is engaged in temporary defensive investments,
the Fund will not be pursuing the investment objective.

Each of the Equity Value, Equity Income, Mid Cap Value and Balanced Growth
Funds seek to invest in equity securities that the Advisor believes are of high
quality. In evaluating the quality of such securities, the Advisor places
particular emphasis on the management history of the issuer and on ratio
analyses which focus on prospective earnings, book value and anticipated growth
rates.

Securities purchased by the Funds may involve floating or variable interest
rates and may be acquired through a forward commitment or on a when-issued
basis.

In addition, each of the Equity Value, Equity Income, Mid Cap Value and
Balanced Growth Funds reserves the right to engage in securities lending. The
Equity Value, Equity Income, Mid Cap Value and Balanced Growth Funds will
purchase equity securities, including ADRs, that are traded in the United
States on registered exchanges or the over-the-counter market. However, each of
these four Funds reserves the right to invest up to 25% of its assets in
foreign equity securities denominated in foreign currency and traded on foreign
markets, but has no intention to do so.

RISK FACTORS

Because each Fund invests in equity securities, the Funds' shares will
fluctuate in value. The market value of the convertible securities purchased by
each Fund may also be affected by changes in interest rates, the credit quality
of the issuer and any call provisions. In addition, investments in smaller,
less well-established companies may subject the Mid Cap Value and International
Growth Funds to certain special risks related to, for example, limited product
lines, markets or financial resources and dependence on a small management
group. Such securities may trade less frequently, in smaller volumes and
fluctuate more sharply in value than exchange listed securities of larger
companies.

The market value of the Balanced Growth and International Growth Funds' fixed
income securities will change in response to interest rate changes and other
factors. During periods of falling interest rates, the values of outstanding
fixed income securities generally rise. Conversely, during periods of rising
interest rates, the values of such securities generally decline. In addition,
the mortgage-backed securities that the Balanced Growth Fund may acquire are
subject to the risk of prepayment during periods of declining interest rates
which may affect the Fund's ability to lock-in longer term rates during such
periods.

Each Fund's investments in securities of foreign issuers may subject the Funds
to different risks than those attendant to investments in securities of U.S.
issuers such as differences in accounting, auditing and financial reporting
standards, the possibility of expropriation or confiscatory taxation, political
instability and greater fluctuations in value due to changes in currency
exchange rates. There may also be less publicly available information with
regard to foreign issuers than domestic issuers. In addition, foreign markets
may be characterized by less liquidity, greater price volatility, less
regulation and higher transaction costs than U.S. markets. Moreover, the
dividends payable on a Fund's foreign securities may be subject to foreign
withholding taxes, thus reducing the net amount of income available for
distribution to the Fund's shareholders. Also, it may be more difficult to
obtain a judgment in a court outside the United States. These risks could be
greater in emerging markets than in more developed foreign markets because
emerging

10
<PAGE>

markets may have less stable political environments than more developed
countries.

Since the International Growth Fund may invest in foreign currency and
securities denominated in foreign currency, changes in exchange rates between
the U.S. dollar and foreign currencies affect the U.S. dollar value of the
Fund's assets. Rates of exchange are determined by forces of supply and demand
on the foreign exchange markets. These forces are in turn affected by the
international balance of payments and other economic, political and financial
conditions, government intervention, speculation and other factors. The Fund's
net asset value will be reported, and distributions from the Fund will be made,
in U.S. dollars. Therefore, the Fund's reported net asset value and
distributions will be adversely affected by depreciation of foreign currency
relative to the U.S. dollar. A decline in the value of foreign currency would
adversely affect the value of the Fund in dollar terms. While the Fund may try
to hedge its currency risk using currency transactions, there is no assurance
that it will be successful.

The International Growth Fund may invest in lower rated bonds, which are
commonly referred to as "junk bonds." These securities are speculative and are
subject to a greater risk of loss of principal and interest than are
investments in higher rated bonds.

The International Growth Fund may invest in options and futures. There are
various risks associated with options and futures, including that the success
of a hedging strategy may depend on an ability to predict movements in security
prices, interest rates or currency exchange rates; there may be little
correlation between the changes in a security's value and the price of futures
or options; a related futures or options may not be liquid; an exchange may
impose trading restrictions or limitations; government regulations may restrict
trading in futures and options; and possible lack of full participation in a
rise in the market value of the underlying security.

In addition, the International Growth Fund may invest in equity securities by
participating in an issuer's IPO. Such investments have special risks
associated with them. There is often a high volume of trading in IPO
securities, which can result in greater price volatility. Companies offering
such securities may not have operated previously as a public company, and their
share price may experience significant volatility as the marketplace reacts to
their financial results. Furthermore, some IPO issuers have not conducted
operations for a significant period of time, and may not have developed a
management structure sufficient to cope with the pressures of running a public
company.

The International Growth Fund is a non-diversified fund under the Investment
Company Act of 1940, as amended (the "1940 Act"), and therefore may invest a
greater proportion of its assets in the securities of a smaller number of
issuers and may, as a result, be subject to greater risk with respect to its
portfolio securities. The Fund intends to satisfy the diversification
requirements necessary to qualify as a regulated investment company under the
Internal Revenue Code of 1986, as amended (the "Code"), by limiting its
investments so that, at the close of each quarter of the taxable year, (a) not
more than 25% of the market value of the Fund's total assets is invested in the
securities (other than U.S. Government securities) of a single issuer and (b)
at least 50% of the market value of the Fund's total assets is represented by
(i) cash and cash items (ii) U.S. Government securities and (iii) other
securities limited in respect to any one issuer to an amount not greater in
value than 5% of the market value of the Fund's total assets and to not more
than 10% of the outstanding voting securities of such issuer.

FUND TURNOVER

The Fund turnover rate for each Fund is expected to be less than 100%. With
respect to the Balanced Growth Fund, this applies only to its investments in
equity securities and non-money market, fixed income securities.

INVESTMENT LIMITATIONS

The investment objective and the following investment limitations are
fundamental policies of each Fund. Fundamental policies cannot be changed with
respect to a Fund without the consent of the holders of a majority of that
Fund's outstanding shares.

11
<PAGE>

Each Fund may not:

1. Purchase securities of any issuer (except securities issued or guaranteed by
the United States Government, its agencies or instrumentalities and repurchase
agreements involving such securities) if, as a result, more than 5% of the
total assets of the Fund would be invested in the securities of such issuer.
This restriction applies to 75% of each Fund's total assets. This restriction
does not apply to the International Growth Fund.

2. Purchase any securities which would cause more than 25% of the total assets
of any Fund to be invested in the securities of one or more issuers conducting
their principal business activities in the same industry, provided that this
limitation does not apply to investments in the obligations issued or
guaranteed by the U.S. Government or its agencies and instrumentalities and
repurchase agreements involving such securities. For purposes of this
limitation, (i) utility companies will be divided according to their services,
for example, gas, gas transmissions, electric and telephone will each be
considered a separate industry; and (ii) financial service companies will be
classified according to the end users of their services, for example,
automobile finance, bank finance and diversified finance will each be
considered a separate industry; (iii) supranational agencies will be deemed to
be issuers conducting their principal business activities in the same industry;
and (iv) governmental issuers within a particular country will be deemed to be
conducting their principal business activities in the same industry.

The foregoing percentage limitations will apply at the time of the purchase of
a security. Additional investment limitations are set forth in the Statement of
Additional Information.

THE ADVISOR

United Jersey Bank Investment Management Division, a division of United Jersey
Bank (the "Advisor") serves as the Advisor of the Trust.
The Advisor makes the investment decisions for the assets of each Fund and
continuously reviews, supervises and administers each Fund's investment program
subject to the supervision of, and policies established by, the Trustees of the
Trust.

John W. Gustafson is Senior Vice President and Director of the Investment
Department of the Advisor. Mr. Gustafson has managed the Equity Income Fund
since December, 1993, the Equity Value Fund since April, 1995 and the Mid Cap
Value Fund since inception in April, 1992. Mr. Gustafson joined United Jersey
Bank in 1985.

Fernando Garip is a Vice President of the Advisor and has managed the Balanced
Growth Fund since inception in April, 1992. Mr. Garip also manages the U.S.
Treasury Securities Plus Money Market, U.S. Treasury Securities Money Market
and Prime Obligation Money Market Funds and has responsibility for both equity
and fixed income portfolios in the Investment Department. Mr. Garip joined
United Jersey Bank in 1982.

The Advisor is entitled to a fee, which is calculated daily and paid monthly,
at an annual rate of .75%, of the average daily net assets of the Equity Value,

12
<PAGE>

Equity Income, Mid Cap Value and Balanced Growth Funds; and at an annual rate
of 1.00% of the average daily net assets of the International Growth Fund. The
contractual advisory fee is higher than that paid by most mutual funds with
similar objectives and policies. The Advisor has voluntarily agreed to waive
all or a portion of its fees in order to limit the operating expenses of Class
A shares of the Equity Value, Equity Income, Mid Cap Value and Balanced Growth
Fund to .80%, and total operating expenses of Class A shares of the
International Growth Fund to 1.50%. After such voluntary fee waiver, the
advisory fee is not higher than that paid by most mutual funds with similar
objectives and policies. The Advisor reserves the right to terminate its fee
waiver at any time in its sole discretion. For the fiscal year ended December
31, 1994, each Fund paid the Advisor the following advisory fee (shown as a
percentage of its average daily net assets): Equity Value Fund, .49%; Equity
Income Fund, .47%; Mid Cap Value Fund, .47%; and Balanced Growth Fund, .46%. As
of December 31, 1994, the International Growth Fund had not commenced
operations.

United Jersey Bank has also entered into a Custodian Agreement with the Trust,
under which it provides all securities safekeeping services as required by the
Funds and the Investment Company Act of 1940, as amended (the "1940 Act"). The
Trust pays United Jersey Bank (referred to herein in its custodial capacity as
the "Custodian") a custodian fee, which is calculated daily and paid monthly,
at an annual rate of .025% of the average daily net assets of the Equity Value,
Equity Income, Mid Cap Value and Balanced Growth Fund and at an annual rate of
.17% of the average daily net assets of the International Growth Fund.

THE SUB-ADVISOR

Wellington Management Company ("WMC") serves as the investment sub-advisor to
the International Growth Fund. WMC is a professional investment counseling firm
which provides investment services to investment companies, employee benefit
plans, endowments, foundations and other institutions and individuals. As of
December 31, 1994, WMC has discretionary management authority with respect to
approximately $82 billion of assets. WMC's predecessor organizations have
provided investment advisory services to investment companies since 1933 and to
investment counseling clients since 1960. The principal address of WMC is 75
State Street, Boston, MA 02109. WMC is a Massachusetts general partnership, of
which the following persons are managing partners: Robert W. Doran, Duncan M.
McFarland and John B. Neff.

The Fund has been managed since inception by a committee composed of WMC's
Global Equity Strategy Group, a group of global portfolio managers and senior
investment professionals headed by Trond Skramstad, Senior Vice President of
WMC.

The Sub-Advisor is entitled to a fee payable by the Advisor from the Advisor's
fee, which is calculated daily and paid monthly, at an annual rate of .60% of
the average daily net assets of the Fund up to and including $50 million; .45%
of the average daily net assets of the Fund in excess of $50 million up to and
including $150 million; and .30% of the average daily net assets of the Fund in
excess of $150 million. The Sub-Advisor may from time to time waive a portion
of its fee in order to limit the operating expenses of Class A shares of the
Fund. The Sub-Advisor reserves the right to terminate any such fee waiver at
any time in its sole discretion. As of December 31, 1994, the International
Growth Fund had not commenced operations.

THE ADMINISTRATOR

SEI Financial Management Corporation (the "Administrator"), a wholly-owned
subsidiary of SEI Corporation ("SEI"), serves as the Administrator of

13
<PAGE>

the Trust. The Administrator provides the Trust with administrative services,
other than investment advisory services, including all regulatory reporting,
necessary office space, equipment, personnel and facilities.

The Administrator is entitled to a fee, which is calculated daily and paid
monthly, at an annual rate of .20% of the average daily net assets of each
Fund.

THE SHAREHOLDER SERVICING AGENT

THE DISTRIBUTOR

SEI Financial Services Company (the "Distributor"), a wholly-owned subsidiary
of SEI acts as the Distributor for the Trust. No compensation is paid to the
Distributor for distribution services for the Class A shares of any Fund. Class
B shares of each Fund bear the costs of their distribution expenses and related
service fees at the annual rate of up to .25% of the average daily net assets
of the Fund. In addition, a maximum charge of 4% is imposed on the sale of
Class B shares of each Fund. Class A shares of each Fund are offered without
distribution fees (i) to institutional investors (including United Jersey Bank,
its affiliates and correspondent banks) for the investment of their own funds,
and (ii) to individuals and institutions (including United Jersey Bank, its
affiliates and correspondent banks) but (A) only for the investment of funds
held by such individuals or institutions in a fiduciary, agency, custodial or
other representative capacity, and (B) only if such individuals or institutions
are able to provide complete shareholder recordkeeping services with respect to
shares purchased and held in such capacity.

Class B shares of each Fund are offered to all persons. Consequently, it is
possible that individuals and institutions may offer different classes of
shares to their customers and thus receive different compensation with respect
to different classes of shares. In addition, individuals and institutions that
are the record owner of shares for the account of their customers may impose
separate fees for account services to their customers. The Funds may also
execute brokerage or other agency transactions through an affiliate of the
Advisor or through the Distributor for which such affiliate or the Distributor
receives compensation.

PURCHASE AND REDEMPTION OF SHARES

A purchase order will be effective as of the day received by the Distributor if
the Distributor receives the order before 4:00 p.m., Eastern time. However, an
order may be cancelled if the Custodian does not receive Federal funds before
12:00 noon, Eastern time, on the next Business Day, and the investor could be
liable for any fees or expenses incurred by the Trust. An investor in the Class
A shares of the Funds may not purchase shares by check. Financial institutions
may impose an earlier cut-off time for receipt of purchase orders directed
through them to allow for processing and transmittal of these orders to the
Distributor for effectiveness the same day. The purchase price of shares of
each Fund is the net asset value next determined after a purchase order is
effective. The net asset value per share of each Fund is determined by dividing
the total market value of the Fund's investments and other assets, less any
liabilities, by the total outstanding shares of the Fund. A Fund may use a
pricing service to provide market quotations. A pricing service may use a
matrix system of valuation to value fixed income securities which considers
factors such as securities prices, yield features, ratings and developments
related to a specific security. Net asset value per share is determined daily
as of 4:00 p.m., Eastern time, on each Business Day. Purchases will be made in
full and fractional shares of the Trust calculated to three decimal places.
Although the methodology and

14
<PAGE>

procedures for determining net asset value are identical, the net asset value
per share of classes within a Fund may differ because of the distribution
expenses charged to Class B shares.

The Trust reserves the right to reject a purchase order when the Distributor
determines that it is not in the best interest of the Trust or its Shareholders
to accept such order.

Shareholders who desire to redeem shares of the Fund must place their
redemption orders prior to 4:00 p.m., Eastern time, on any Business Day, for
the order to be effective on that Business Day. The redemption price of shares
is the net asset value of the Fund next determined after the redemption order
is effective. Payment on redemption will be made as promptly as possible and,
in any event, within seven Business Days after the redemption order is
effective.

PERFORMANCE

The total return of a Fund refers to the average compounded rate of return on a
hypothetical investment for designated time periods (including, but not limited
to, the period from which the Fund commenced operations through the specified
date), assuming that the entire investment is redeemed at the end of each
period and assuming the reinvestment of all dividend and capital gain
distributions. The advertised performance on Class A shares will normally be
higher than for Class B shares because Class A shares are not subject to
distribution expenses charged to Class B shares. The actual return to a
Shareholder on Class A shares may be reduced by any administrative or
management charges that may be imposed by individuals or institutions on their
customers for account services. The actual return to shareholders on Class B
shares will be reduced by the amount of any sales load paid on Class B shares.

A Fund may periodically compare its performance to that of other mutual funds
tracked by mutual fund rating services (such as Lipper Analytical) or financial
and business publications and periodicals, broad groups of comparable mutual
funds, unmanaged indices which may assume investment of dividends but generally
do not reflect deductions for administrative and management costs or to other
investment alternatives. The Fund may quote Morningstar, Inc., a service that
ranks mutual funds on the basis of risk-adjusted performance. The Fund may
quote Ibbotson Associates of Chicago, Illinois, which provides historical
returns of the capital markets in the U.S. The Fund may use long term
performance of these capital markets to demonstrate general long-term risk
versus reward scenarios and could include the value of a hypothetical
investment in any of the capital markets. The Fund may also quote financial and
business publications and periodicals as they relate to fund management,
investment philosophy, and investment techniques.

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TAXES

TAX STATUS OF THE FUNDS

Each Fund is treated as a separate entity for federal income tax purposes and
is not combined with the Trust's other Funds. Each Fund intends to qualify for
the special tax treatment afforded regulated investment companies under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), so
as to be relieved of federal income tax on that part of its net investment
income and net capital gain (the excess of net long-term capital gain over net
short-term capital loss) which is distributed to Shareholders.

TAX STATUS OF DISTRIBUTIONS

Each Fund will distribute substantially all of its net investment income
(including, for this purpose, net short-term capital gain) to Shareholders.
Dividends from net investment income will be taxable to Shareholders as
ordinary income whether received in cash or in additional shares. Only a
portion of such dividends from the Balanced Growth Fund will qualify for the
dividends-received deduction otherwise available to corporate shareholders. No
portion of the dividends from the International Growth Fund will qualify for
the dividends-received deduction. Any net capital gains will be distributed
annually and will be taxed to Shareholders as long-term capital gains,
regardless of how long the Shareholder has held shares. Capital gains
distributions will not qualify for the corporate dividends-received deduction.
Each Fund will make annual reports to Shareholders of the federal income tax
status of all distributions.

Each Fund intends to make sufficient distributions prior to the end of each
calendar year to avoid liability for federal excise tax.

Investment income received by the International Growth Fund from sources within
foreign countries may be subject to foreign income taxes withheld at the
source. To the extent that the Fund is liable for foreign income taxes so
withheld, the Fund intends to operate so as to meet the requirements of the
Code to pass through to the Shareholders credit for foreign income taxes paid.
Although the Fund intends to meet Code requirements to pass through credit for
such taxes, there can be no assurance that the Fund will be able to do so.

Sale, exchange or redemption of Fund shares is a taxable event to a
Shareholder.

GENERAL INFORMATION

THE TRUST

The Trust was organized as a Massachusetts business trust under a Declaration
of Trust dated September 9, 1991. The Declaration of Trust permits the Trust to
offer separate portfolios of shares and different classes of each portfolio. In
addition to the Funds, the Trust consists of the following portfolios: U.S.
Treasury Securities Money Market Fund, U.S. Treasury Securities Plus Money
Market Fund, Prime Obligation Money Market Fund, Tax-Exempt Money Market Fund,
Short-Term Investment Fund, New Jersey Municipal Securities Fund, Pennsylvania
Municipal Securities Fund, GNMA Fund, Fixed Income Fund and Intermediate-Term
Government Securities Fund. All consideration received by the Trust for shares
of any Fund and all assets of such Fund belong to that Fund and would be
subject to liabilities related thereto.

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<PAGE>

TRUSTEES OF THE TRUST

The management and affairs of the Trust are supervised by a board trustees (the
"Trustees") under the laws governing business trusts in the Commonwealth of
Massachusetts. The Trustees have approved contracts under which, as described
above, certain companies provide essential management services to the Trust.

VOTING RIGHTS

Each share held entitles a Shareholder of record to one vote. The Shareholders
of each Fund or class will vote separately on matters relating solely to that
Fund or class. As a Massachusetts business trust, the Trust is not required to
hold annual meetings of Shareholders, but approval will be sought for certain
changes in the operation of the Trust and for the election of Trustees under
certain circumstances. In addition, a Trustee may be removed by the remaining
Trustees or by Shareholders at a special meeting called upon written request of
Shareholders owning at least 10% of the outstanding shares of the Trust. In the
event that such a meeting is requested the Trust will provide appropriate
assistance and information to the Shareholders requesting the meeting.

REPORTING

The Trust issues unaudited financial information semi-annually and audited
financial statements annually. The Trust furnishes proxy statements and other
reports to Shareholders of record.

SHAREHOLDER INQUIRIES

Shareholder inquiries should be directed to The Pillar Funds, P.O. Box 239,
Wayne, PA 19087-0239.

DIVIDENDS

Substantially all of the net investment income (not including capital gain) of
the Equity Value, Equity Income, Mid Cap Value and Balanced Growth Funds is
distributed in the form of quarterly dividends to Shareholders of record on the
next to last Business Day of each quarter; and is periodically declared and
paid as a dividend to Shareholders of record for the International Growth Fund.
If any capital gain is realized, substantially all of it will be distributed at
least annually.

Shareholders automatically receive all income dividends and capital gain
distributions in additional shares at the net asset value next determined
following the record date, unless the Shareholder has elected to take such
payment in cash. Shareholders may change their election by providing written
notice to the Administrator at least 15 days prior to the distribution.

Dividends and distributions of each Fund are paid on a per-share basis. The
value of each share will be reduced by the amount of the payment. If shares are
purchased shortly before the record date for a dividend or the distribution of
capital gains, a Shareholder will pay the full price for the shares and receive
some portion of the price back as a taxable dividend or distribution.

The amount of dividends payable on Class A shares will be more than the
dividends payable on Class B shares because of the distribution expenses
charged to Class B shares.

COUNSEL AND INDEPENDENT PUBLIC ACCOUNTANTS

Morgan, Lewis & Bockius serves as counsel to the Trust. Arthur Andersen LLP
serves as the independent public accountants of the Trust.

DESCRIPTION OF PERMITTED INVESTMENTS

The following is a description of certain permitted investments and associated
risk factors for the Funds:

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<PAGE>

AMERICAN DEPOSITARY RECEIPTS ("ADRs"), EUROPEAN DEPOSITARY RECEIPTS ("EDRs"),
CONTINENTAL DEPOSITARY RECEIPTS ("CDRs") and GLOBAL DEPOSITARY RECEIPTS
("GDRs")--ADRs are securities, typically issued by a U.S. financial institution
(a "depositary"), that evidence ownership interests in a security or a pool of
securities issued by a foreign issuer and deposited with the depositary. ADRs
include American Depositary Shares and New York Shares. EDRs, which are
sometimes referred to as Continental Depositary Receipts ("CDRs"), are
securities, typically issued by a non-U.S. financial institution, that evidence
ownership interests in a security or a pool of securities issued by either a
U.S. or foreign issuer. GDRs are issued globally and evidence a similar
ownership arrangement. Generally, ADRs are designed for trading in the U.S.
securities market, EDRs are designed for trading in European securities market
and GDRs are designed for trading in non-U.S. securities markets. ADRs, EDRs,
CDRs and GDRs may be available for investment through "sponsored" or
"unsponsored" facilities. A sponsored facility is established jointly by the
issuer of the security underlying the receipt and a depositary, whereas and
unsponsored facility may be established by a depositary without participation
by the issuer of the receipt's underlying security. Holders of an unsponsored
depositary receipt generally bear all the costs of the unsponsored facility.
The depositary of an unsponsored facility frequently is under no obligation to
distribute shareholder communications received from the issuer of the deposited
security or to pass through to the holders of the receipts voting rights with
respect to the deposited securities.

BRADY BONDS--Brady Bonds are debt securities issued under the framework of the
Brady Plan, an initiative announced by former U.S. Treasury Secretary Nicholas
F. Brady in 1989 as a mechanism for debtor nations to restructure their
outstanding external commercial bank debt. In restructuring its external debt
under the Brady Plan framework, a debtor nation negotiates with its existing
bank lenders as well as multilateral institutions such as the International
Bank for

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<PAGE>

Reconstruction and Development (the "World Bank") and the International
Monetary Fund (the "IMF"). The Brady Plan framework, as it has developed,
contemplates the exchange of commercial bank debt for newly issued bonds
("Brady Bonds"). Brady Bonds may also be issued in respect of new money being
advanced by existing lenders in connection with debt restructuring. Agreements
implemented under the Brady Plan to date are designed to achieve debt and debt-
service reduction through specific options negotiated by a debtor nation with
its creditors. As a result, the financial packages offered by each country
differ. Brady Bonds issued to date may be purchased and sold in the secondary
markets through U.S. securities dealers and other financial institutions and
are generally maintained through European securities depositories.

COMMERCIAL PAPER--The term used to designate unsecured short-term promissory
notes issued by corporations and other entities. Maturities on these issues
vary from a few to 270 days.

CONVERTIBLE SECURITIES--Convertible securities are corporate securities that
are exchangeable for a set number of another security at a prestated price.
Convertible securities typically have characteristics similar to both fixed
income and equity securities. Because of the conversion feature, the market
value of convertible securities tends to move with the market value of the
underlying stock. The value of a convertible security is also affected by
prevailing interest rates, the credit quality of the issuer, and any call
provisions.

DERIVATIVES--Derivatives are securities that derive their value from other
securities. The following are considered derivative securities: options on
futures, futures, options (e.g., puts and calls) swap agreements, mortgage-
backed securities (CMOs, REMICs, IOs and POs), when-issued securities and
forward commitments, floating and variable rate securities, convertible
securities, "stripped" U.S. Treasury securities (e.g., Receipts and STRIPs),
privately issued stripped securities (e.g., TGRs, TRs and CATS). See elsewhere
in this "Description of Permitted Investments" for discussions of these various
instruments, and see "Investment Objectives and Policies" for more information
about any investment policies and limitations applicable to their use.

EQUITY SECURITIES--Equity securities represent ownership interests in a company
and consist of common stocks, preferred stocks, warrants to acquire common
stock and securities convertible into common stock. Investments in equity
securities in general are subject to market risks that may cause their prices
to fluctuate over time. The value of convertible equity securities is also
affected by prevailing interest rates, the credit quality of the issuer and any
call provision. Fluctuations in the value of equity securities in which a Fund
invests will cause the net asset value of a Fund to fluctuate.

FIXED INCOME SECURITIES--Fixed income securities consist of bonds, notes,
debentures and other interest-bearing securities that represent indebtedness.
The market value of the fixed income investments in which a Fund invests will
change in response to interest rate changes and other factors. During periods
of falling interest rates, the values of outstanding fixed income securities
generally rise. Conversely, during periods of rising interest rates, the values
of such securities generally decline. Moreover, while securities with longer
maturities tend to produce higher yields, the prices of longer maturity
securities are also subject to greater market fluctuations as a result of
changes in interest rates. Changes by recognized agencies in the rating of any
fixed income security and in the ability of an issuer to make payments of
interest and principal also affect the value of these investments. Changes in
the value of these securities will not necessarily affect cash income derived
from these securities but will affect a Fund's net asset value.

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<PAGE>

FORWARD CURRENCY CONTRACTS--A Fund may conduct its foreign currency exchange
transactions on a spot (i.e., cash) basis at the spot rate prevailing in the
foreign currency exchange market or through entering into forward currency
contracts to protect against uncertainty in the level of future exchange rates
between a particular foreign currency and the U.S. dollar or between foreign
currencies in which the Fund's securities are or may be denominated. A forward
contract involves an obligation to purchase or sell a specific currency amount
at a future date, which may be any fixed number of days from the date of the
contract, agreed upon by the parties, at a price set at the time of the
contract. Forward currency contracts, along with futures contracts and option
transactions, are considered to be derivative securities and may present
special risks. Under normal circumstances, consideration of the prospect for
changes in currency exchange rates will be incorporated into a Fund's long-term
investment strategies. However, the Advisor and Sub-Advisor believe that it is
important to have the flexibility to enter into forward currency contracts when
it determines that the best interest of the Fund will be served.

The Fund will convert currency on a spot basis from time to time, and investors
should be aware of the costs of currency conversion. When the Advisor or Sub-
Advisor believes that the currency of a particular country may suffer a
significant decline against the U.S. dollar or against another currency, the
Fund may enter into a currency contract to sell, for a fixed amount of U.S.
dollars or other appropriate currency, the amount of foreign currency
approximating the value of some or all of the Fund's securities denominated in
such foreign currency.

At the maturity of a forward contract, a Fund may either sell a portfolio
security and make delivery of the foreign currency, or it may retain the
security and terminate its contractual obligation to deliver the foreign
currency by purchasing an "offsetting" contract with the same currency trader,
obligating it to purchase, on the same maturity date, the same amount of the
foreign currency. A Fund may realize a gain or loss from currency transactions.

Generally, a Fund will enter into forward currency contracts only as a hedge
against foreign currency exposure affecting the Fund. If a Fund enters into
forward currency contracts to cover activities which are essentially
speculative, the Fund will segregate cash or readily marketable securities with
its Custodian, or a designated sub-custodian, in an amount at all times equal
to or exceeding the Fund's commitment with respect to such contracts.

To assure that a Fund's foreign currency contracts are not used for leverage,
the net amount the Fund may invest in forward currency contracts is limited to
the amount of the Fund's aggregate investments in foreign currencies.

By entering into forward foreign currency contracts, a Fund will seek to
protect the value of its investment securities against a decline in the value
of a currency. However, these forward foreign currency contracts will not
eliminate fluctuations in the underlying prices of the securities. Rather, they
simply establish a rate of exchange which one can achieve at some future point
in time. Additionally, although such contracts tend to minimize the rise of
loss due to a decline in the value of the hedged currency, at the same time,
the tend to limit any potential gain which might result should the value of
such currency increase.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS--A Fund may enter into
contracts for the purchase or sale of securities, including index contracts or
foreign currencies. A purchase of a futures contract means the acquisition of a
contractual right to obtain delivery to the Fund of the securities or foreign
currency called for by the contract at a specified price during a specified
future month. When a futures contract on securities or currency is sold, a Fund
incurs a contractual obligation to deliver the securities or foreign currency
underlying the contract at a specified price on a specified date during a
specified future month. A Fund may sell stock index futures contracts in
anticipation of, or during a market decline to attempt to offset the decrease
in market value of its common stocks that might otherwise result; and it may

20
<PAGE>

purchase such contracts in order to offset increases in the cost of common
stocks that it intends to purchase. A Fund may enter into futures contracts and
options thereon to the extent that not more than 5% of the Fund's assets are
required as futures contract margin deposits and premiums on options and may
engage in futures contracts to the extent that obligations relating to such
futures contracts represent not more than 20% of the Fund's total assets.

A Fund may also purchase and write options to buy or sell futures contracts. A
Fund may write options on futures only on a covered basis. Options on futures
are similar to options on securities except that options on futures give the
purchaser the right, in return for the premium paid, to assume a position in a
futures contract, rather than actually to purchase or sell the futures
contract, at a specified exercise price at any time during the period of the
option.

When a Fund enters into a futures transaction it must deliver to the futures
commission merchant selected by the Fund an amount referred to as "initial
margin". This amount is maintained in a segregated account at the custodian
bank. Thereafter, a "variation margin" may be paid by the Fund to, or drawn by
the Fund from, such account in accordance with controls set for such accounts,
depending upon changes in the price of the underlying securities subject to the
futures contract. In addition, a Fund will segregate liquid high-grade
securities in an amount equal to its obligations under such contract. A Fund
will enter into such futures and options on futures transactions on domestic
exchanges and, to the extent such transactions have been approved by the
Commodity Futures Trading Commission for sale to customers in the United
States, on foreign exchanges.

Options and futures can be volatile investments and involve certain risks. If
the Advisor or Sub-Advisor applies a hedge at an inappropriate time or judges
interest rates incorrectly, options and futures strategies may lower a Fund's
return. A Fund could also experience losses if the prices of its options and
futures positions were poorly correlated with its other instruments, or if it
could not close out its positions because of an illiquid secondary market.

ILLIQUID SECURITIES--Illiquid securities are securities which cannot be
disposed of within seven business days at approximately the price at which they
are being carried on a Fund's books. Not more than 15% of the total assets of a
Fund will be invested in such instruments. An illiquid security includes a
demand instrument with a demand notice period exceeding seven days, if there is
no secondary market for such security. Restricted securities, including Rule
144A securities, that meet the criteria established by the Board of Trustees of
the Trust will be considered liquid.

INVESTMENT COMPANIES--A Fund may invest up to 10% of its total assets in shares
of other investment companies. Because of restrictions on direct investment by
U.S. entities in certain countries, investment in other investment companies
may be the most practical or only manner in which an international and global
fund can invests in the securities markets of those countries. Such investments
may involve the payment of substantial premiums above the net asset value of
such issuers' fund securities, and are subject to limitations under the 1940
Act.

A Fund does not intend to invest in other investment companies unless, in the
judgment of the Advisor or Sub-Advisor, the potential benefits of such
investment exceed the associated costs relative to the benefits and costs
associated with direct investments in the underlying securities. As a
shareholder in an investment company, a Fund would bear its ratable share of
that investment company's expenses, including its advisory and administration
fees. In accordance with applicable state regulatory provisions, the Advisor
has agreed to waive its management fee with respect to the portion of a Fund's
assets invested in shares of other open-end investment companies. A Fund
continues to pay its own management fees and other expenses with respect to
their investments in shares of closed-end investment companies.

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<PAGE>

JUNK BONDS--Bonds rated below investment grade are often referred to as "junk
bonds". Such securities involve greater risk of default or price declines than
investment grade securities due to changes in the issuer's creditworthiness and
the outlook for economic growth. The market for these securities may be less
active, causing market price volatility and limited liquidity in the secondary
market. This may limit a Fund's ability to sell such securities at their market
value. In addition, the market for these securities may also be adversely
affected by legislative and regulatory developments. Credit quality in the junk
bond market can change suddenly and unexpectedly, and even recently issued
credit ratings may not fully reflect the actual risks imposed by a particular
security.

Collateralized Mortgage Obligations ("CMO"): CMOs are debt obligations or
multiclass pass-through certificates issued by agencies or instrumentalities of
the U.S. Government or by private originators or investors in mortgage loans.
In a CMO, series of bonds or certificates are usually issued in multiple
classes. Principal and interest paid on the underlying mortgage assets may be
allocated among the several classes of a series of a CMO in a variety of ways.
Each class of a CMO, often referred to as a "tranche," is issued with a
specific fixed or floating coupon rate and has a stated maturity or final
distribution date. Principal payments on the underlying mortgage assets may
cause CMOs to be retired substantially earlier than their stated maturities or
final distribution dates, resulting in a loss of all or part of any premium
paid.

REMICs: A REMIC is a CMO that qualifies for special tax treatment under the
Internal Revenue Code and invests in certain mortgages principally

22
<PAGE>

secured by interests in real property. Investors may purchase beneficial
interests in REMICs, which are known as "regular" interests, or "residual"
interests. Guaranteed REMIC pass-through certificates
("REMIC Certificates") issued by FNMA or FHLMC represent beneficial ownership
interests in a REMIC trust consisting principally of mortgage loans or FNMA,
FHLMC or GNMA-guaranteed mortgage pass-through certificates. For FHLMC REMIC
Certificates, FHLMC guarantees the timely payment of interest, and also
guarantees the payment of principal as payments are required to be made on the
underlying mortgage participation certificates. FNMA REMIC Certificates are
issued and guaranteed as to timely distribution of principal and interest by
FNMA.

REITS: REITs are trusts that invest primarily in commercial real estate or real
estate-related loans. The value of interests in REITs may be affected by the
value of the property owned or the quality of the mortgages held by the trust.

OPTIONS--A put option gives the purchaser of the option the right to sell, and
the writer of the option the obligation to buy, the underlying security at any
time during the option period. A call option gives the purchaser of the option
the right to buy, and the writer of the option the obligation to sell, the
underlying security at any time during the option period. The premium paid to
the writer is the consideration for undertaking the obligations under the
option contract. The initial purchase (sale) of an option contract is an
"opening transaction." In order to close out an option position, a Fund may
enter into a "closing transaction," which is simply the sale (purchase) of an
option contract on the same security with the same exercise price and
expiration date as the option contract originally opened.

A Fund may purchase put and call options to protect against a decline in the
market value of the securities

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<PAGE>

in its portfolio or to protect against an increase in the cost of securities
that the Fund may seek to purchase in the future. A Fund purchasing put and
call options pays a premium therefor. If price movements in the underlying
securities are such that exercise of the options would not be profitable for a
Fund, loss of the premium paid may be offset by an increase in the value of the
Fund's securities or by a decrease in the cost of acquisition of securities by
the Fund.

A Fund may write covered put and call options as a means of increasing the
yield on its portfolio and as a means of providing limited protection against
decreases in its market value. When a Fund sells an option, if the underlying
securities do not increase or decrease to a price level that would make the
exercise of the option profitable to the holder thereof, the option generally
will expire without being exercised and the Fund will realize as profit the
premium received for such option. When a call option of which a Fund is the
writer is exercised, the Fund will be required to sell the underlying
securities to the option holder at the strike price, and will not participate
in any increase in the price of such securities above the strike price. When a
put option of which a Fund is the writer is exercised, the Fund will be
required to purchase the underlying securities at the strike price, which may
be in excess of the market value of such securities.

A Fund may purchase and write options on an exchange or over-the-counter. Over-
the-counter options ("OTC options") differ from exchange-traded options in
several respects. They are transacted directly with dealers and not with a
clearing corporation, and therefore entail the risk of non-performance by the
dealer. OTC options are available for a greater variety of securities and for a
wider range of expiration dates and exercise prices than are available for
exchange-traded options. Because OTC options are not traded on an exchange,
pricing is done normally by reference to information from a market maker. It is
the position of the Securities and Exchange Commission that OTC options are
illiquid.

A Fund may purchase and write put and call options on foreign currencies
(traded on U.S. and foreign exchanges or over-the-counter markets) to manage
its exposure to exchange rates.

Call options on securities or foreign currency written by a Fund will be
"covered," which means that the Fund will own an equal amount of the underlying
security or foreign currency. With respect to put options on securities or
foreign currency written by a Fund, the Fund will establish a segregated
account with its custodian bank consisting of cash or liquid, high grade debt
securities in an amount equal to the amount the Fund would be required to pay
upon exercise of the put.

A Fund may purchase and write put and call options on indices and enter into
related closing transactions. Put and call options on indices are similar to
options on securities except that options on an index give the holder the right
to receive, upon exercise of the option, an amount of cash if the closing level
of the underlying index is greater than (or less than, in the case of puts) the
exercise price of the option. This amount of cash is equal to the difference
between the closing price of the index and the exercise price of the option,
expressed in dollars multiplied by a specified number. Thus, unlike options on
individual securities, all settlements are in cash, and gain or loss depends on
price movements in the particular market represented by the index generally,
rather than the price movements in individual securities. A Fund may choose to
terminate an option position by entering into a closing transaction. The
ability of a Fund to enter into closing transactions depends upon the existence
of a liquid secondary market for such transactions.

All options written on indices must be covered. When a Fund writes an option on
an index, it will establish a segregated account containing cash or liquid high
grade debt securities with its custodian in an amount at least equals to the
market value of the option and will maintain the account while the option is
open or will otherwise cover the transaction.

Risk Factors. Risks associated with options transactions include: (1) the
success of a hedging

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<PAGE>

strategy may depend on an ability to predict movements in the prices of
individual securities, fluctuations in markets and movements in interest rates;
(2) there may be an imperfect correlation between the movement in prices of
options and the securities underlying them; (3) there may not be a liquid
secondary market for options; and (4) while a Fund will receive a premium when
it writes covered call options, it may not participate fully in a rise in the
market value of the underlying security.

RECEIPTS--Receipts are sold as zero coupon securities which means that they are
sold at a substantial discount and redeemed at face value at their maturity
date without interim cash payments of interest or principal. This discount is
accreted over the life of the security, and such accretion will constitute the
income earned on the security for both accounting and tax purposes. Because of
these features, such securities may be subject to greater interest rate
volatility than interest paying investments.

REPURCHASE AGREEMENTS--Repurchase Agreements are agreements by which a Fund
obtains a security and simultaneously commits to return the security to the
seller at an agreed upon price on an agreed upon date within a number of days
from the date of purchase. The Custodian will hold the security as collateral
for the repurchase agreement. A Fund bears a risk of loss in the event of the
other party defaults on its obligations and the Fund is delayed or prevented
from its right to dispose of the collateral securities or if the Fund realizes
a loss on the sale of the collateral securities. A Fund will enter into
repurchase agreements only with financial institutions deemed to present
minimal risk of bankruptcy during the term of the agreement based on
established guidelines. Repurchase agreements are considered loans under the
1940 Act.

U.S. GOVERNMENT AGENCIES--Obligations issued or guaranteed by agencies of the
U.S. Government, including, among others, the Federal Farm Credit Bank, the
Federal Housing Administration and the Small Business Administration, and
obligations issued or guaranteed by instrumentalities of the U.S. Government,
including, among others, the Federal Home Loan Mortgage Corporation, the
Federal Land Banks and the U.S. Postal Service. Some of these securities are
supported by the full faith and credit of the U.S. Treasury (e.g., Government
National Mortgage Association), others are supported by the right of the issuer
to borrow from the Treasury (e.g., Federal Farm Credit Bank), while still
others are supported only by the credit of the instrumentality (e.g., Federal
National Mortgage Association). Guarantees of principal by agencies or
instrumentalities of the U.S. Government may be a guarantee of payment at the
maturity of the obligation so that in the event of a default prior to maturity
there might not be a market and thus no means of realizing on the obligation
prior to maturity. Guarantees as to the timely payment of principal and
interest do not extend to the value or yield of these securities nor to the
value of a Fund's shares.

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<PAGE>

considered illiquid if there is no secondary market for such security.

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES (EQUITY AND DEBT SECURITIES)--When-
issued or delayed delivery basis transactions involve the purchase of an
instrument with payment and delivery taking place in the future. Delivery of
and payment for these securities may occur a month or more after the date of
the purchase commitment. A Fund will maintain with the Custodian a separate
account with liquid high grade debt securities or cash in an amount at least
equal to these commitments. The interest rate, if any, realized on these
securities is fixed as of the purchase date and no interest accrues to the Fund
before settlement. Debt and equity securities are subject to market fluctuation
and it is possible that the market value at the time of settlement could be
higher or lower than the purchase price. Although a Fund generally purchases
securities on a when-issued or forward commitment basis with the intention of
actually acquiring securities for its portfolio, a Fund may dispose of a when-
issued security or forward commitment prior to settlement if it deems
appropriate.

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TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Summary..................................................................... 2
Expense Summary............................................................. 4
Financial Highlights........................................................ 5
The Trust................................................................... 7
Investment Objectives and Policies.......................................... 7
Investment Limitations...................................................... 11
The Advisor................................................................. 12
The Sub-Advisor............................................................. 13
</TABLE>
<TABLE>
<S> <C>
The Administrator........................................................... 13
The Shareholder Servicing Agent............................................. 14
The Distributor............................................................. 14
Purchase and Redemption of Shares........................................... 14
Performance................................................................. 15
Taxes....................................................................... 16
General Information......................................................... 16
Description of Permitted Investments........................................ 17
</TABLE>