As filed with the Securities and Exchange Commission on July 28, 1997.
File No. 33-44712
File No. 811-6509
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20546
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 | |
POST-EFFECTIVE AMENDMENT NO. 14 |X|
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 | |
AMENDMENT NO. 16 |X|
The Pillar Funds
(Exact Name of Registrant as Specified in Charter)
2 Oliver Street
Boston, Massachusetts 02109
(Address of Principal Executive Offices, Zip Code)
Registrant's Telephone Number, including Area Code (800) 932-7781
David G. Lee
c/o SEI Investments Company
Oaks, Pennsylvania 19456
(Name and Address of Agent for Service)
Copies to:
Richard W. Grant, Esquire
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103
It is proposed that this filing will become effective (check appropriate box)
|X| immediately upon filing pursuant to Paragraph (b)
| | on (date) pursuant to Paragraph (b)
| | 60 days after filing pursuant to Paragraph (a)
| | 75 days after filing pursuant to Paragraph (a)
| | on (date) pursuant to Paragraph (a) of Rule 485
Registrant has elected to register an indefinite number of shares pursuant to
Regulation 24f-2 under the Investment Company Act of 1940. Registrant filed its
Rule 24f-2 notice on February 18, 1997.
================================================================================
<PAGE>
THE PILLAR FUNDS
CROSS REFERENCE SHEET
N-1A ITEM NO. LOCATION
PART A-Prime Obligation Money Market Fund--Class A and Class B
Fixed Income Fund--Class A and B
U.S. Treasury Securities Money Market Fund, Tax-Exempt Money Market Fund,
New Jersey Municipal Securities Fund and
Pennsylvania Municipal Securities Fund--Class A
Equity Growth Fund, Equity Value Fund, Equity Income Fund,
Balanced Fund and International Growth Fund--Class A and B
<TABLE>
<S> <C> <C>
Item 1. Cover Page......................................................... Cover Page
Item 2. Synopsis........................................................... Summary
Item 3. Condensed Financial Information.................................... Financial Highlights
Item 4. General Description of Registrant.................................. The Trust; Investment Objectives and
Policies; Investment Limitations;
Description of Permitted Investments
Item 5. Management of the Trust............................................ The Advisor; The Sub-Advisor; The
Administrator; The Shareholder Servicing
Agent; The Distributor; General
Information--The Trust; General
Information--Trustees of the Trust
Item 5A. Management's Discussion of Fund Performance........................ *
Item 6. Capital Stock and Other Securities................................. Taxes; General Information--Dividends
Item 7. Purchase of Securities Being Offered............................... Cover Page; The Distributor; Purchase of
Shares; Alternative Sales Charge Options;
Redemption of Shares
Item 8. Redemption or Repurchase........................................... Purchase of Shares; Redemption of Shares
Item 9. Pending Legal Proceedings.......................................... Not Applicable
</TABLE>
PART A--U.S. Treasury Securities Money Market Fund,
Prime Obligation Money Market Fund and
Tax-Exempt Money Market Fund--Class I
Fixed Income Fund, New Jersey Municipal Securities Fund,
Pennsylvania Municipal Securities Fund and
Intermediate-Term Government Securities Fund--Class I
Equity Growth Fund, Equity Value Fund, Equity Income Fund,
Mid Cap Fund, Balanced Fund and
i
<PAGE>
N-1A ITEM NO. LOCATION
International Growth Fund--Class I
<TABLE>
<S> <C> <C>
Item 1. Cover Page........................................................ Cover Page
Item 2. Synopsis.......................................................... Summary
Item 3. Condensed Financial Information................................... Financial Highlights
Item 4. General Description of Registrant................................. The Trust; Investment Objectives and
Policies; Investment Limitations;
Description of Permitted Investments
Item 5. Management of the Trust........................................... The Advisor; The Sub-Advisor; The
Administrator; The Shareholder Servicing
Agent; The Distributor; General
Information--The Trust; General
Information--Trustees of the Trust
Item 5A. Management's Discussion of Fund Performance....................... *
Item 6. Capital Stock and Other Securities................................ Taxes; General Information--Dividends
Item 7. Purchase of Securities Being Offered.............................. Cover Page; The Distributor; Purchase and
Redemption of Shares
Item 8. Redemption or Repurchase.......................................... Purchase and Redemption of Shares
Item 9. Pending Legal Proceedings......................................... Not Applicable
PART B--All Funds
Item 10. Cover Page........................................................ Cover Page
Item 11. Table of Contents................................................. Table of Contents
Item 12. General Information and History................................... General Information and History--The Trust
Item 13. Investment Objectives and Policies................................ Investment Objectives and Policies--
Description of Permitted Investments;
Investment Objectives and Policies--
Investment Limitations
Item 14. Management of the Registrant..................................... General Information--Trustees of the Trust
(Prospectus); Management of the Trust--
Trustees and Officers of the Trust;
Management of the Trust--The
Administrator
Item 15. Control Persons and Principal Holders of
Securities...................................................... Management of the Trust--Trustees and
Officers of the Trust
Item 16. Investment Advisory and Other Services........................... Management of the Trust--The Advisor;
Management of the Trust--The Sub-
Advisor: Management of the Trust--The
Administrator; The Distributor and
Distribution Plans; Shareholder Services;
Experts
</TABLE>
ii
<PAGE>
N-1A ITEM NO. LOCATION
<TABLE>
<S> <C> <C>
Item 17. Brokerage Allocation and Other Practices......................... Fund Transactions--General; Fund
Transactions--Trading Practices and
Brokerage
Item 18. Capital Stock and Other Securities............................... General Information and History--
Description of Shares
Item 19. Purchase, Redemption, and Pricing of
Securities Being Offered...................................... Purchase and Redemption of Shares
(Prospectus and Statement of Additional
Information); Determination of Net Asset
Value
Item 20. Tax Status....................................................... Taxes (Prospectus and Statement of
Additional Information)
Item 21. Underwriters..................................................... The Distributor and Distribution Plans
Item 22. Calculation of Performance Data.................................. Performance--Computation of Yield;
Performance--Calculation of Total Return
Item 23. Financial Statements............................................. Financial Information
</TABLE>
PART C Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.
- ------------
* Information required by Item 5A is contained in the 1996 Annual Report to
Shareholders.
iii
<PAGE>
The Prospectuses, which include the Registrant's Equity Growth Fund, are
incorporated by reference to Post-Effective Amendment No. 11 to the Registrant's
Registration Statement on Form N-1A (File Nos. 33-44712 and 811-6509), filed
with the Securities and Exchange Commission (the "SEC") on April 30, 1997
(Accession Number 0000950115-97-000670) and Registrant's Statement of Additional
Information is incorporated by reference to Post-Effective Amendment No. 13 to
the Registrant's Registration Statement on Form N-1A, filed with the SEC on June
12, 1997 (Accession Number 0000950115-97-000928).
<PAGE>
THE PILLAR FUNDS
Prime Obligation Money Market Fund
U.S. Treasury Securities Money Market Fund
Tax-Exempt Money Market Fund
Fixed Income Fund
New Jersey Municipal Securities Fund
Pennsylvania Municipal Securities Fund
Equity Growth Fund
Equity Value Fund
Equity Income Fund
Balanced Fund
International Growth Fund
Class A and Class B Shares
Supplement dated July 28, 1997
to the Prospectus dated April 30, 1997
The Prospectus, dated April 30, 1997, is hereby amended by the addition of the
following unaudited financial information for the Class A Shares and Class B
Shares of the Equity Growth Fund for the period ended June 30, 1997.
Financial Highlights
The following table provides unaudited financial highlights for the Class A
Shares of the Equity Growth Fund for the period February 3, 1997 (commencement
of operations) to June 30, 1997 and Class B Shares of the Equity Growth Fund for
the period May 21, 1997 (commencement of operations) to June 30, 1997.
For a share outstanding throughout the period:
<TABLE>
<CAPTION>
CLASS A CLASS B
SHARES(1) SHARES(2)
--------- ---------
<S> <C> <C>
Net Asset Value Beginning of Period $10.00 $10.41
Net Investment Income -- $(0.01)
Realized and Unrealized Gains or Losses on Securities $ 0.86 $ 0.43
Distributions from Net Investment Income -- --
Distribution from Capital Gains -- --
Net Asset Value End of Period $10.86 $10.83
Total Return (+) 8.61% 4.34%
Net Assets End of Period (000) $96 $26
Ratio of Expenses to Average Net Assets 1.05% 1.80%
Ratio of Income to Average Net Assets 0.02% (0.78)%
Ratio of Expenses to Average Net Assets (Excluding Waivers) 1.12% 2.07%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CLASS A CLASS B
SHARES(1) SHARES(2)
--------- ---------
<S> <C> <C>
Ratio of Net Investment Income to Average Net Assets (0.05)% (1.05)%
(Excluding Waivers)
Portfolio Turnover Rate 52.52% 52.52%
Average Commission Rate(++) $.0636 $.0636
</TABLE>
- ----------
(+) Total Return does not reflect sales loads on Class A and Class B Shares.
(++) Average commission rate paid per share for security purchases and sales
during the period.
(1) The Equity Growth Fund Class A Shares commenced operations on February 3,
1997. All ratios are through June 30, 1997 and have been annualized.
(2) The Equity Growth Fund Class B Shares commenced operations on May 21, 1997.
All ratios are through June 30, 1997 and have been annualized.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.
<PAGE>
THE PILLAR FUNDS
U.S. Treasury Securities Money Market Fund
Prime Obligation Money Market Fund
Tax-Exempt Money Market Fund
Fixed Income Fund
New Jersey Municipal Securities Fund
Pennsylvania Municipal Securities Fund
Intermediate-Term Government Securities Fund
Equity Growth Fund
Equity Value Fund
Equity Income Fund
Mid Cap Fund
International Growth Fund
Balanced Fund
Class I Shares
Supplement dated July 28, 1997
to the Prospectus dated April 30, 1997
The Prospectus, dated April 30, 1997, is hereby amended by the addition of the
following unaudited financial information for the Class I Shares of the Equity
Growth Fund for the period ended June 30, 1997.
Financial Highlights
The following table provides unaudited financial highlights for the Class I
Shares of the Equity Growth Fund for the period February 3, 1997 (commencement
of operations) to June 30, 1997.
For a share outstanding throughout the period:
CLASS I
SHARES(1)
---------
Net Asset Value Beginning of Period $10.00
Net Investment Income $ 0.01
Realized and Unrealized Gains or Losses on Securities $ 0.84
Distributions from Net Investment Income $(0.01)
Distribution from Capital Gains --
Net Asset Value End of Period $10.84
Total Return 8.53%
Net Assets End of Period (000) $189,397
Ratio of Expenses to Average Net Assets 0.80%
Ratio of Income to Average Net Assets 0.29%
Ratio of Expenses to Average Net Assets (Excluding Waivers) 1.04%
<PAGE>
CLASS I
SHARES(1)
---------
Ratio of Net Income to Average Net Assets (Excluding Waivers) 0.05%
Portfolio Turnover Rate 52.52%
Average Commission Rate(+) $.0636
- ----------
(+) Average commission rate paid per share for security purchases and sales
during the period.
(1) The Equity Growth Fund Class I Shares commenced operations on February 3,
1997. All ratios are through June 30, 1997 and have been annualized.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.
<PAGE>
THE PILLAR FUNDS
(the "Trust")
Supplement dated July 28, 1997 to the Statement of Additional Information
dated April 30, 1997 and amended June 30, 1997
The Statement of Additional Information for the Trust is hereby amended and
supplemented by the following unaudited financial statements for the Equity
Growth Fund of the Trust for the period ending June 30, 1997.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.
<PAGE>
- --------------------------------------------------------------------------------
June 30, 1997
Statement of Net Assets (unaudited)
Pillar Equity Growth Fund
- --------------------------------------------------------------------------------
Market
Description Shares Value (000)
- --------------------------------------------------------------------------------
Common Stocks--89.1%
Banks 2.6%
First Union 21,600 $ 1,998
Northern Trust 60,200 2,912
-------
4,910
-------
Beauty Products--2.2%
Procter & Gamble 29,200 4,125
-------
Chemicals--1.5%
Monsanto 67,900 2,924
Computers & Services--14.8%
Computer Associates International 71,850 4,001
Computer Sciences* 41,600 3,000
Dell Computer* 24,100 2,830
Electronic Data Systems 89,900 3,686
EMC* 70,200 2,738
Hewlett Packard 69,900 3,914
Microsoft* 30,800 3,892
Sungard Data Systems* 86,500 4,022
-------
28,083
-------
Drugs--7.1%
Merck 63,100 6,531
Pfizer 57,300 6,847
-------
13,378
-------
Entertainment--2.5%
Walt Disney 58,500 4,695
-------
Financial Services--4.0%
FHLMC 63,100 2,169
Franklin Resources 44,300 3,215
MBNA 60,275 2,208
-------
7,592
-------
Food, Beverage & Tobacco--1.8%
Coca Cola 48,500 3,383
-------
Gas/Natural Gas--1.0%
Enron 46,700 1,906
-------
Household Products--2.8%
Illinois Tool Works 104,600 5,223
-------
Insurance--5.4%
American International Group 27,250 4,071
Conseco 50,660 1,874
Sunamerica 40,500 1,974
Travelers 36,966 2,331
-------
10,250
-------
- --------------------------------------------------------------------------------
Market
Description Shares Value (000)
- --------------------------------------------------------------------------------
Leisure Products--2.4%
Mattel 137,300 $ 4,651
-------
Machinery--3.0%
General Electric 88,100 5,760
-------
Marine Transportation--1.6%
Carnival, Class A 74,200 3,061
-------
Medical Products & Services--1.2%
Boston Scientific* 36,900 2,267
-------
Medical Products & Services--1.9%
Healthsouth Rehabilitation* 147,500 3,678
-------
Miscellaneous Business Services--11.8%
3Com* 62,800 2,826
Automatic Data Processing 101,300 4,761
Cisco Systems* 47,800 3,209
First Data 108,100 4,750
Oracle Systems* 101,050 5,090
Parametric Technology* 42,090 1,792
-------
22,428
-------
Miscellaneous Consumer Services--3.9%
Accustaff* 126,200 2,989
Service International 132,600 4,359
-------
7,348
-------
Rubber & Plastic--1.1%
Nike 34,600 2,020
-------
Semi-Conductors/Instruments 5.0%
Intel 21,900 3,106
LSI Logic* 74,200 2,374
Xilinx* 81,500 3,999
-------
9,479
-------
Specialty Construction--2.7%
Ericsson ADR* 129,210 5,088
-------
Steel & Steel Works 1.6%
Engelhard 141,150 2,955
-------
Telephones & Telecommunication--1.7%
Worldcom* 103,630 3,316
-------
Wholesale--5.5%
Gillette 50,200 4,756
Johnson & Johnson 87,200 5,614
-------
10,370
-------
Total Common Stocks
(Cost $136,992) 168,890
-------
- -------------------------------------------------------------------------------
1
<PAGE>
Statement of Net Assets (unaudited) (concluded)
Pillar Equity Growth
- -------------------------------------------------------------------------------
Face Amount Market
Description (000)/Shares Value (000)
- -------------------------------------------------------------------------------
Cash Equivalents-- 8.3%
Aim Short-Term Prime Obligation $ 5,320 $ 5,320
Vontobel Europacific Fund 507 10,361
---------
Total Cash Equivalents
(Cost $ 13,334) 15,681
---------
Treasury Bills--0.8%
U.S. Treasury Bills (A)
4.400%, 07/03/97 1,500 1,499
---------
Total Treasury Bills
(Cost $1,500) 1,499
---------
Total Investments--98.2%
(Cost $151,826) 186,070
---------
Other Assets and Liabilities, Net--1.8% 3,449
---------
- -------------------------------------------------------------------------------
Market
Descripiion Value (000)
- -------------------------------------------------------------------------------
Net Assets:
Portfolio Shares of Class I (unlimited
authorization--no par value) based
on 17,476,951 outstanding shares of
beneficial interest $141,659
Portfolio Shares of Class A (unlimited
authorization--no par value) based
on 8,830 outstanding shares of
beneficial interest 92
Portfolio Shares of Class B (unlimited
authorization--no par value) based
on 2,427 outstanding shares of
beneficial interest 25
Distributions in excess of
net investment income (3)
Accumulated net realized gain
on investments 13,502
Net unrealized appreciation
on investments 34,244
--------
Total Net Assets--100.0% $189,519
========
Net Asset Value, Offering and Redemption
Price Per Share--Class I $ 10.84
========
Net Asset Value, Offering and Redemption
Price Per Share--Class A $ 10.86
========
Net Asset Value, Offering and Redemption
Price Per Share--Class B $ 10.83
========
Maximum Offering Price Per Share--
Class A ($10.86 divided by 94.5%) $ 11.49
========
* Non-income producing security
(A) Zero Coupon Security. The rate reflected on the Statement of Net Assets
represents the security's discount rate at time of purchase.
ADR American Depository Receipt
The accompanying notes are an integral part of the financial statements.
- -------------------------------------------------------------------------------
2
<PAGE>
- -------------------------------------------------------------------------------
Statement of Operations (000)
For the period ended June 30, 1997 (unaudited)
Equity
Growth
Fund (1)
----------
Investment income:
Dividend income $ 709
Interest income 184
----------
Total income 893
----------
Expenses:
Investment advisory fee 564
Less investment advisory fee waived (183)
Administration fee 151
Custodian fee 19
Professional fees 18
Printing expense 17
Transfer agent fee 15
Insurance and other expenses 7
----------
Total expenses, net of waivers 608
----------
Net investment income 285
Net realized gain
on investments 13,502
Net unrealized appreciation
of investment securities 34,244
----------
Net increase in net assets resulting
from operations $48,031
----------
(1) The Equity Growth Fund commenced operations on February 3, 1997
The accompanying notes are an integral part of the financial statements.
- -------------------------------------------------------------------------------
3
<PAGE>
Statement of Changes in Net Assets (000)
For the period ended June 30, 1997 (unaudited)
--------------
Equity Growth
Fund (1)
--------------
1997
--------------
Investment activities:
Net investment income $ 285
Net realized gain on securities sold 13,502
Net unrealized appreciation
of investment securities 34,244
--------------
Net increase in net assets resulting
from operations 48,031
--------------
Distributions to shareholders:
Net investment income:
Class I (254)
Class A (34)
Class B --
Realized capital gains:
Class I --
Class A --
Class B --
--------------
Total distributions (288)
--------------
Share transactions:
Class I:
Proceeds from shares issued 3,911
Value received in connection with acquisition of
common trust fund assets 188,338
Reinvestment of cash distributions 29
Cost of shares redeemed (50,619)
--------------
Net Class I share transactions 141,659
--------------
Class A:
Proceeds from shares issued 92
Reinvestment of cash distributions --
Cost of shares redeemed --
--------------
Net Class A share transactions 92
--------------
Class B:
Proceeds from shares issued 25
Reinvestment of cash distributions --
Cost of shares redeemed --
--------------
Net Class B share transactions 25
--------------
Increase (decrease) in net assets from
share transactions 141,776
--------------
Total increase (decrease) in net assets 189,519
--------------
Net Assets:
Beginning of period --
--------------
Net Assets:
End of period $ 189,519
--------------
Shares issued and redeemed:
Class I shares:
Issued 398
Shares issued in connection with acquisition of
common trust fund assets 22,103
Issued in lieu of cash distributions 3
Redeemed (5,027)
--------------
Net Class I share transactions 17,477
--------------
Class A shares:
Issued 9
Issued in lieu of cash distributions --
Redeemed --
--------------
Net Class A share transactions 9
--------------
Class B shares:
Issued 2
Issued in lieu of cash distributions --
Redeemed --
--------------
Net Class B share transactions 2
--------------
Net increase (decrease) in shares 17,488
--------------
(1) The Equity Growth Fund commenced operations on February 3, 1997.
Amounts designated as "--" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
- -------------------------------------------------------------------------------
4
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Financial Highlights (unaudited)
Net Asset Realized and Distributions Distributions
Value Net Unrealized from Net from Net Asset Net Assets
Beginning Investment Gains or Losses Investment Capital Value End Total End of
of Period Income on Securities Income Gains of Period Return(+) Period (000)
- -------------------------------------------------------------------------------------------------------------------------
Equity Growth Fund
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS I
1997 (1) $10.00 $0.01 $0.84 $(0.01) -- $10.84 8.53% $189,397
CLASS A
1997(1) $10.00 -- $0.86 -- -- $10.86 8.61% $ 96
CLASS B
1997(2) $10.41 $(0.01) $0.43 -- -- $10.83 4.34% $ 26
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Financial Highlights (unaudited) (Continued)
Ratio of Ratio of
Expenses Net Income
Ratio of Ratio of to Average to Average
Expenses Income Net Assets Net Assets Portfolio Average
to Average to Average (Excluding (Excluding Turnover Commission
Net Assets Net Assets Waivers) Waivers) Rate Rate(++)
- ---------------------------------------------------------------------------------------------------
Equity Growth Fund
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CLASS I
1997(1) 0.80% 0.29% 1.04% 0.05% 52.52% $.0636
CLASS A
1997(1) 1.05% 0.02% 1.12% (0.05)% 52.52% $.0636
CLASS B
1997(2) 1.80% (0.78)% 2.07% (1.05)% 52.52% $.0636
- ---------------------------------------------------------------------------------------------------
</TABLE>
(+) Total Rrturn does not reflect sales loads on Class A and Class B shares.
(++) Average commission rate paid per share for securiy purchases and sales
during the period.
(1) The Equity Growth Fund Class A and Class I shares commenced operations on
February 3, 1997. All ratios are through June 30, 1997 and have been
annualized.
(2) The Equity Growth Fund Class B shares commenced operations on May 21,
1997. All ratios are through June 30, 1997 and have been annualized.
The accompanying notes are an integral part of the financial statements.
- -------------------------------------------------------------------------------
5
<PAGE>
June 30, 1997
Notes to Financial Statements (unaudited)
1. Organization
The Pillar Funds (the "Trust") is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end investment company with
sixteen funds: the U.S. Treasury Securities Money Market Fund, the Prime
Obligation Money Market Fund, the Tax-Exempt Money Market Fund, the U.S.
Treasury Securities Plus Money Market Fund, (the "Money Market Funds") the
Short-Term Investment Fund, the Fixed Income Fund, the New Jersey Municipal
Securities Fund, the Intermediate-Term Government Securities Fund, the
Pennsylvania Municipal Securities Fund, the GNMA Fund, (the "Fixed Income
Funds") the Equity Growth Fund, the Equity Value Fund, the Equity Income Fund,
the Mid-Cap Fund, the International Growth Fund (the "Equity Funds") and the
Balanced Fund. Each of the Funds is "diversified" for purposes of the 1940 Act
except for the New Jersey Municipal Securities Fund, the Pennsylvania Municipal
Securities Fund and the International Growth Fund, each of which is a
nondiversified Fund. Shares of the U.S. Treasury Securities Plus Money Market
Fund are offered exclusively to customers of the Money Desk of the Bank
Investment Division of Summit Bank. The minimum investment for this Fund is
$100,000. The financial statements included herein present information that
relates only to the Equity Growth Fund. The assets of each Fund are segregated
and a shareholder's interest is limited to the Fund in which shares are held.
The Funds' prospectus provides a description of each fund's investment
objectives, policies and strategies.
2. Significant Accounting Policies
The following is a summary of the Significant accounting policies followed by
the Fund.
Security Valuation--Investment in equity securities that are traded on a
national securities exchange (or reported on the NASDAQ national market system)
are stated at the last quoted sales price if readily available for such equity
securities on each business day; other equity securities traded in the
over-the-counter market and listed equity securities for which no sale was
reported on that date are stated at the last quoted bid price. Debt obligations
exceeding sixty days to maturity for which market quotations are readily
available are valued at the most recently quoted bid price. Debt obligations
with sixty days or less remaining until maturity may be valued at their
amortized cost. Restricted securities for which quotations are not readily
available are valued at fair value using methods determined in good faith under
general trustee supervision.
Federal Income Taxes--It is the Fund's intention to qualify as a regulated
investment company for Federal income tax purposes and to distribute all of its
taxable income and net capital gains. Accordingly, no provisions for Federal
income taxes are required.
Security Transactions and Investment Income--Security transactions are
accounted for on the date the security is purchased or sold (trade date). Costs
used in determining realized gains and losses on the sale of investment
securities are those of the specific securities sold adjusted for the accretion
and amortization of purchase discounts and premiums during the respective
holding periods. Interest income is recorded on the accrual basis; dividend
income is recorded on the ex-dividend date.
Distributions to Shareholders--Distributions from net investment income for
the Fund are declared and paid quarterly.
Expenses--Expenses that are directly related to the Fund are charged
directly to the Fund. Other operating expenses of the Trust are prorated to the
Funds on the basis of relative net asset value. Class specific expenses, such as
the 12b-1 fees, are borne by that class. Income, other expenses and realized and
unrealized gains and losses of the Fund are allocated to the respective classes
on the basis of the relative net assets each day.
Use of Estimates--The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that effect the reported amount of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements, and reported amounts of revenues and expenses during the
reporting period. Actual amounts could differ from these estimates.
3. Organization Costs and Transactions with Affiliates
Organizational costs have been capitalized by the Fund and are being
amortized over sixty months commencing with operations. In the event any of the
initial shares of the Fund are redeemed by any holder thereof during the period
that the Fund is amortizing its organizational costs, the redemption proceeds
payable to the holder thereof will be reduced by the unamortized organizational
costs in the same ratio as the number of initial shares being redeemed bears to
the number of
- -------------------------------------------------------------------------------
6
<PAGE>
- --------------------------------------------------------------------------------
June 30, 1997
initial shares outstanding at the time of redemption.
Certain officers and/or Trustees of the Fund are also officers and/or
directors of SEI Fund Resources (the "Administrator"). Such officers are paid no
fees by the Fund for serving as officers of the Fund. The Fund pays each
unaffiliated Trustee an annual fee for attendance at quarterly, interim and
committee meetings.
4. Administration and Distribution Agreements
The Fund and the Administrator are parties to an administration agreement (the
"Agreement"), under which the Administrator provides the Fund with
administrative services for an annual fee that is calculated daily and paid
monthly at an annual rate of 0.20% of the average daily net assets.
SEI Investments Distribution Co. (the "Distributor") acts as the
distributor of the Fund's shares. The Fund has adopted a distribution plan for
Class A shares (the "Class A Plan") pursuant to rule 12b-1 under the 1940 Act.
Under the Class A Plan, the Distributor is entitled to receive from the Fund an
annual distribution fee of 0.25% of the Fund's Class A average daily net assets.
The Fund has also adopted a distribution plan for Class B shares (the "Class B
Plan") pursuant to Rule 12b-1 under the 1940 Act. Under the Class B Plan, the
Distributor is entitled to receive from the Fund an annual distribution fee of
0.75% of the Fund's Class B average daily net assets. Additionally, the Class B
Plan provides that Class B shares are subject to a service fee at an annual rate
of 0.25% of the Fund's Class B average daily net assets. The Distributor
receives no fees for its distribution services for Class I shares of the Fund.
5. Investment Advisory and Custodian Agreements
The Fund and Summit Bank Investment Management Division, a division of Summit
Bank, (the "Adviser") are parties to an advisory agreement. Under the terms of
the agreement, the Adviser will receive a fee, that is calculated daily and paid
monthly, at an annual rate of 0.75% of the average daily net assets of the Fund.
Summit Bank also acts as Custodian of securities for the Fund. The
Custodian plays no role in determining the investment policies of the Fund or
which securities are to be purchased or sold. For its services, the Custodian
receives a fee, that is calculated daily and paid monthly, at an annual rate of
0.025% of the average daily net assets of the Fund.
6. Investment Transactions
The cost of security purchases and the proceeds from the sale of securities
other than short term investments, during the period ended June 30, 1997
is as follows:
Equity
Growth
------
(000)
Purchases
U.S. Gov't 7,568
Other 104,802
Sales
U.S. Gov't --
Other 93,181
At June 30, 1997, the total cost of securities and the net realized gains or
losses on securities sold for Federal income tax purposes was not materially
different from amounts reported for financial reporting purposes. The aggregate
gross unrealized gain or loss on securities at June 30, 1997, for the Fund is as
follows:
Equity
Growth
------
(000)
Aggregate gross
unrealized gain 36,769
Aggregate gross
unrealized loss (2,525)
-------
Net unrealized
gain (loss) 34,244
=======
8. Common Trust Fund Conversion
On February 1, 1997, fourteen common trust funds merged into the Trust in a
tax-free conversion (with the exception of the Summit Bank Employee Benefit Bond
Fund which did not qualify for tax-free treatment). As a result, assets of six
existing Funds increased and one new fund, the Equity Growth Fund, was created.
Total assets of the Trust increased by approximately $673 million.
- -------------------------------------------------------------------------------
7
<PAGE>
PART C: OTHER INFORMATION
Item 24. Financial Statements and Exhibits
Financial statements and exhibits filed as part of the Registration
Statement:
(a) Part A - Financial Highlights
(b) Part B
(i) The following audited financial statements for the U.S. Treasury
Securities Plus Money Market, U.S. Treasury Securities Money Market,
Prime Obligation Money Market, Tax-Exempt Money Market, Short-Term
Investment, Fixed Income, New Jersey Municipal Securities,
Pennsylvania Municipal Securities, Intermediate-Term Government
Securities, GNMA, Equity Value, Equity Income, Mid Cap, Balanced and
International Growth Funds for the fiscal year ended December 31,
1996, including the report of Arthur Andersen LLP dated February 14,
1997, are incorporated by reference to the Statement of Additional
Information from Form N-30D filed on February 27, 1997 with Accession
Number 0000935069-97-000018.
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
(ii) The following unaudited financial statements for the Equity
Growth Fund (i) for the period from February 3, 1997(commencement of
operations) to June 30, 1997 for Class A Shares and Class I Shares;
and (ii) for the period from May 21, 1997 (commencement of
operations) to June 30, 1997 for Class B Shares are included in the
Statement of Additional Information.
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
(1) Registrant's Declaration of Trust dated September 9, 1991 originally
filed with Registrant's Registration Statement on Form N-1A (File No.
33-44712), filed with the Securities and Exchange Commission on
December 23, 1991, is incorporated by reference to Post-Effective
Amendment No. 9, as filed on November 13, 1996.
(2) Registrant's By-laws originally filed with Registrant's Registration
Statement on Form N-1A (File No. 33-44712), with the Securities and
Exchange Commission on December 23, 1991, are incorporated by
reference to Post-Effective Amendment No. 9, as filed on November 13,
1996.
(3) Not Applicable.
(4) Not Applicable.
C-1
<PAGE>
(5)(a) Administration Agreement between Registrant and SEI Financial
Management Corporation dated February 28, 1992 as amended May 25,
1996 and December 1, 1996 is incorporated by reference to
Post-Effective Amendment No. 10, as filed on February 28, 1997.
(5)(b) Registrant's Consent to Assignment and Assumption dated June 1, 1996
of the Administration Contract dated February 28, 1992, as amended
May 25, 1993 is incorporated by reference to Post-Effective Amendment
No. 10, as filed on February 28, 1997.
(5)(c) Investment Advisory Agreement between Registrant and United Jersey
Bank Investment Management Division dated April 28, 1996 is
incorporated by reference to Post-Effective Amendment No. 10, as
filed on February 28, 1997.
(5)(d) Investment Advisory Agreement dated April 28, 1996 between Registrant
and United Jersey Bank Investment Management Division (the "Advisor")
with respect to the International Growth Portfolio is incorporated by
reference to Post-Effective Amendment No. 10, as filed on February
28, 1997.
(5)(e) Investment Sub-Advisory Agreement dated April 28, 1996 between the
Advisor and Wellington Management Company, LLP is incorporated by
reference to Post-Effective Amendment No. 10, as filed on February
28, 1997.
(5)(f) Transfer Agent Agreement originally filed with Post-Effective
Amendment No. 1 to Registrant's Registration Statement on Form N-1A
(File No. 33-44712) with the Securities and Exchange Commission on
September 24, 1992, is incorporated by reference to Exhibit 99.B5(g)
to Post-Effective Amendment No. 9, as filed on November 13, 1996.
(5)(g) Form of Transfer Agent Agreement between Registrant and State Street
Bank and Trust Company is incorporated by reference to Post-Effective
Amendment No. 11, as filed on April 30, 1997.
(6)(a) Distribution Agreement between Registrant and SEI Financial Services
Company dated February 28, 1992, as amended May 25, 1993 originally
filed with Post-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A (File No. 33-44712), with the
Securities and Exchange Commission on September 24, 1992, is
incorporated by reference to Exhibit 99.B6 to Post-Effective
Amendment No.9, as filed on November 13, 1996.
(6)(b) Distribution and Agreement-Class B Shares between Registrant and SEI
Financial Services Company dated February 20, 1997 is incorporated by
reference to Post-Effective Amendment No. 11, as filed on April 30,
1997.
(7) Not Applicable.
(8)(a) Custodian Agreement dated February 28, 1992 between Registrant and
United Jersey Bank originally filed with Post-Effective Amendment No.
1 to Registrant's Registration Statement on Form N-1A (File No.
33-44712), with the Securities and Exchange Commission on September
24, 1992, is incorporated by reference to Post-Effective Amendment
No. 9, as filed on November 13, 1996.
(8)(b) Custodian Agreement dated April 22, 1992 between United Jersey Bank
and The Bank of California, National Association originally filed
with Post-Effective Amendment No. 5 to Registrant's Registration
Statement on Form N-1A (File No. 33-44712), with the Securities and
Exchange Commission on February 10, 1995, is incorporated by
reference to Post-Effective Amendment No. 9, as filed on November 13,
1996.
(9) Not Applicable.
(10) Opinion and Consent of Counsel originally filed with Pre-Effective
Amendment No. 2 to Registrant's Registration Statement on Form N-1A
(File No. 33-44712), with the Securities and Exchange Commission on
March 27, 1992, is incorporated by reference to Post-Effective
Amendment No. 9, as filed on November 13, 1996.
(11) Consent of Independent Public Accountants is filed herewith.
(12) Not Applicable.
(13) Not Applicable.
(14) Not Applicable.
C-2
<PAGE>
(15)(a) Distribution Plan-Class A (formerly Class B) is incorporated by
reference to Post-Effective Amendment No. 10, as filed on February
28, 1997.
(15)(b) Distribution Plan-U.S. Treasury Securities Plus Money Market Fund
originally filed with Post-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File No. 33-44712), filed with
the Securities and Exchange Commission on March 1, 1993, is
incorporated by reference to Post-Effective Amendment No. 9, as filed
on November 13, 1996.
(15)(c) Amended and Restated Rule 18f-3 Multiple Class Plan dated February
20, 1997 is incorporated by reference to Post-Effective Amendment No.
11, as filed on April 30, 1997.
(15)(d) Distribution Plan-Class B Shares dated February 20, 1997 is
incorporated by reference to Post-Effective Amendment No. 11, as
filed on April 30, 1997.
(16) Performance Quotation Computation originally filed with Post-
Effective Amendment No. 2 to Registrant's Registration Statement on
Form N-1A (File No. 33-44712), with the Securities and Exchange
Commission on March 1, 1993, is incorporated by reference.
(24)(a) Powers of Attorney for Robert A. Nesher, Ray Konrad, Arthur L.
Berman, Christine H. Yackman, James B. Grecco, Stephen G. Meyer and
David G. Lee are incorporated by reference to Post-Effective
Amendment No. 10, as filed on February 28, 1997.
(27) Financial Data Schedules are filed herewith.
Item 25. Persons Controlled by or under Common Control with Registrant
See the Prospectuses and the Statement of Additional Information
regarding the Trust's control relationships. The Administrator is a subsidiary
of SEI Corporation which also controls the distributor of the Registrant, SEI
Investments Distribution Co., and other corporations engaged in providing
various financial and record keeping services, primarily to bank trust
departments, pension plan sponsors, and investment managers.
Item 26. Number of Holders of Securities:
As of June 30, 1997,
<TABLE>
<CAPTION>
Number of
Title and Class Record Holders
--------------- --------------
<S> <C>
Units of beneficial interest, without par value--
U.S. Treasury Securities Money Market Fund--Class A......................... 96
U.S. Treasury Securities Money Market Fund--Class I......................... 15
U.S. Treasury Securities Plus Money Market Fund............................. 261
Prime Obligation Money Market Fund--Class A................................. 359
Prime Obligation Money Market Fund--Class B................................. 3
Prime Obligation Money Market Fund--Class I................................. 982
Tax-Exempt Money Market Fund--Class A....................................... 99
Tax-Exempt Money Market Fund--Class I....................................... 300
Short-Term Investment Fund--Class A......................................... 70
Short-Term Investment Fund--Class I......................................... 505
Fixed Income Fund--Class A.................................................. 439
Fixed Income Fund--Class B.................................................. 6
Fixed Income Fund--Class I.................................................. 781
</TABLE>
C-3
<PAGE>
<TABLE>
<S> <C>
New Jersey Municipal Securities Fund--Class A............................... 903
New Jersey Municipal Securities Fund--Class I............................... 300
Pennsylvania Municipal Securities Fund--Class A............................. 20
Pennsylvania Municipal Securities Fund--Class I............................. 7
Intermediate-Term Government Securities Fund--Class A....................... 166
Intermediate-Term Government Securities Fund--Class I....................... 202
GNMA Fund--Class A.......................................................... 145
GNMA Fund--Class I.......................................................... 221
Equity Value Fund--Class A.................................................. 984
Equity Value Fund--Class B.................................................. 97
Equity Value Fund--Class I.................................................. 375
Equity Income Fund--Class A................................................. 1,220
Equity Income Fund--Class B................................................. 120
Equity Income Fund--Class I................................................. 440
Mid Cap Fund--Class A....................................................... 948
Mid Cap Fund--Class I....................................................... 145
Balanced Fund--Class A...................................................... 948
Balanced Fund--Class B...................................................... 48
Balanced Fund--Class I...................................................... 9
International Growth Fund--Class A.......................................... 211
International Growth Fund--Class B.......................................... 15
International Growth Fund--Class I.......................................... 371
Equity Growth Fund--Class A................................................. 9
Equity Growth Fund--Class B................................................. 6
Equity Growth Fund--Class I................................................. 13
Institutional Select Money Market Fund...................................... 0
</TABLE>
Item 27. Indemnification:
Article VIII of the Declaration of Trust filed as Exhibit 1 to the
Registration Statement is incorporated by reference. Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to
trustees, directors, officers and controlling persons of the Registrant by the
Registrant pursuant to the Declaration of Trust or otherwise, the Registrant is
aware that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and, therefore,
is unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by trustees, directors, officers or controlling persons of the Registrant
in connection with the successful defense of any act, suit or proceeding) is
asserted by such trustees, directors, officers or controlling persons in
connection with the shares being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act will be
governed by the final adjudication of such issues.
Item 28. Business and Other Connections of Investment Advisor:
Other business, profession, vocation, or employment of a substantial
nature in which each director or principal officer of the Advisor is or has
been, at any time during the last two fiscal years, engaged for his own account
or in the capacity of a director, officer, employee, partner or trustee are as
follows:
C-4
<PAGE>
<TABLE>
<CAPTION>
Name and Position Name of Connection with
with Investment Advisor Other Company Other Company
<S> <C> <C>
Directors:
T. Joseph Semrod, Chairman, Chief
Executive Officer & Director................ Summit Bancorp Chairman & CEO
Robert G. Cox, President & Director......... Summit Bancorp President
John G. Collins, Vice Chairman &
Director.................................... Summit Bancorp Vice Chairman
Bjorn Ahlstrom, Director.................... Volvo North America --
Corporation, Retired
Robert L. Boyle, Director................... William H. Hintelmann Firm Representative
James C. Brady, Jr., Director............... Mill House Associates, L.P. Partner
Barry D. Brown, Director.................... Princeton Insurance Co. Chairman
T.J. Dermot Dunphy, Director................ Sealed Air Corporation President & CEO
Anne Evans Estabrook, Director.............. Elberon Development Co. Owner
Elinor J. Ferdon, Director.................. Girl Scouts of the USA President
Samuel Gerstein, Esq., Director............. Gerstein, Cohen & Grayson Partner
Richard H. Goldberger, Director............. Linda's Flame Roasted Chicken Chairman
Robert S. Hekemian, Director................ Hekemian & Co., Inc. Chairman & CEO
Thomas C. Jamieson, Jr., Esq., Director..... Jamieson, Moore, Peskin & Chairman & President
Spicer, PA
Vincent P. Langone, Director................ L&S Incorporated --
Francis J. Mertz, Director.................. Fairleigh Dickinson University President
George L. Miles, Jr., Director.............. WQED Pittsburgh President & CEO
Bertram B. Miller, Director................. B.B. Miller & Company President
Henry S. Patterson II, Director............. E'town Corporation President
Raymond Silverstein, Director............... Alloy, Silverstein, Shapiro, Consultant
Adams, Mulford & Co.
Orin R. Smith, Director..................... Engelhard Corp. Chairman & CEO
Sylvester L. Sullivan, Director............. Car Rentals, Inc. President
Joseph M. Tabak, Director................... JPC Enterprises, Inc. President & CEO
Robert A. Woodruff, Director................ Woodruff Oil Company President
</TABLE>
C-5
<PAGE>
Wellington Management Company, LLP ("WMC") is the investment
sub-advisor for the International Growth Fund. The principal address of WMC is
75 State Street, Boston, MA 02109.
The list required by this Item 28 of officers and directors of WMC,
together with information as to any other business, profession, vocation or
employment of substantial nature engaged in by such officers and directors
during the past two years, is incorporated by reference to Schedules A and D of
Form ADV filed by WMC pursuant to the Advisers Act (SEC File No. 801-15908).
Item 29. Principal Underwriters:
(a) Furnish the name of each investment company (other than the
Registrant) for which each principal underwriter currently
distributing the securities of the Registrant also acts as a principal
underwriter, distributor or investment adviser.
Registrant's distributor, SEI Investments Distribution Co. (the
"Distributor"), acts as distributor for:
SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI International Trust August 30, 1988
The Advisors' Inner Circle Fund November 14, 1991
CUFUND May 1, 1992
STI Classic Funds May 29, 1992
CoreFunds, Inc. October 30, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
Boston 1784 Funds(R) June 1, 1993
The PBHG Funds, Inc. July 16, 1993
Marquis Funds(R) August 17, 1993
Morgan Grenfell Investment Trust January 3, 1994
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
CrestFunds, Inc. March 1, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Monitor Funds January 11, 1996
FMB Funds, Inc. March 1, 1996
SEI Asset Allocation Trust April 1, 1996
C-6
<PAGE>
TIP Funds April 28, 1996
SEI Institutional Investments Trust June 14, 1996
First American Strategy Funds, Inc. October 1, 1996
HighMark Funds February 15, 1997
Armada Funds March 8, 1997
The Expedition Funds June 9, 1997
The Distributor provides numerous financial services to investment
managers, pension plan sponsors, and bank trust departments. These
services include portfolio evaluation, performance measurement and
consulting services ("Funds Evaluation") and automated execution,
clearing and settlement of securities transactions ("MarketLink").
(b) Furnish the Information required by the following table with respect to each
director, officer or partner of each principal underwriter named in the answer
to Item 21 of Part B. Unless otherwise noted, the business address of each
director or officer is Oaks, PA 19456.
<TABLE>
<CAPTION>
Position and Office Positions and Offices
Name with Underwriter with Registrant
- ---- ---------------- --------------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman & Chief Executive Officer --
Henry H. Greer Director, President & Chief Operating Officer --
Carmen V. Romeo Director, Executive Vice President & President-Investment --
Advisory Group --
Gilbert L. Beebower Executive Vice President --
Richard B. Lieb Executive Vice President, President-Investment Services Division --
Dennis J. McGonigle Executive Vice President --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Larry Hutchison Senior Vice President --
David G. Lee Senior Vice President --
Jack May Senior Vice President --
A. Keith McDowell Senior Vice President --
Hartland J. McKeown Senior Vice President --
Barbara J. Moore Senior Vice President --
Kevin P. Robins Senior Vice President, General Counsel & --
Secretary
Robert Wagner Senior Vice President --
Patrick K. Walsh Senior Vice President --
Robert Aller Vice President --
Marc H. Cahn Vice President & Assistant Secretary --
Gordon W. Carpenter Vice President --
Todd Cipperman Vice President & Assistant Secretary --
Robert Crudup Vice President & Managing Director --
Barbara Doyne Vice President --
Jeff Drennen Vice President --
Vic Galef Vice President & Managing Director --
Kathy Heilig Vice President & Treasurer --
</TABLE>
C-7
<PAGE>
<TABLE>
<S> <C> <C>
Michael Kantor Vice President --
Samuel King Vice President --
Kim Kirk Vice President & Managing Director --
Donald H. Korytowski Vice President --
John Krzeminski Vice President & Managing Director --
Carolyn McLaurin Vice President & Managing Director --
W. Kelso Morrill Vice President --
Joanne Nelson Vice President --
Barbara A. Nugent Vice President & Assistant Secretary --
Sandra K. Orlow Vice President & Assistant Secretary --
Donald Pepin Vice President & Managing Director --
Kim Rainey Vice President --
Mark Samuels Vice President & Managing Director --
Steve Smith Vice President --
Daniel Spaventa Vice President --
Kathryn L. Stanton Vice President & Assistant Secretary --
Wayne M. Withrow Vice President & Managing Director --
James Dougherty Director of Brokerage Services --
</TABLE>
Item 30. Location of Accounts and Records:
Books or other documents required to be maintained by Section 31(a) of
the Investment Company Act of 1940, and the rules promulgated thereunder, are
maintained as follows:
(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b);
(3); (6); (8); (12); and 31a-1(d), the required books and records are
maintained at the offices of Registrant's Custodian:
Summit Bank
210 Main Street
Hackensack, NJ 07601
Union Bank of California Global Custody
475 Sansome Street
11th Floor
San Francisco, CA 94111
(b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1), (4); (2)(C)
and (D); (4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required
books and records are maintained at the offices of Registrant's
Administrator:
SEI Fund Resources
Oaks, PA 19456
(c) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and
31a-1(f), the required books and records are maintained at the principal
offices of the Registrant's Advisor or Sub-Advisor:
C-8
<PAGE>
Summit Bank Investment Management Division,
a division of Summit Bank
210 Main Street
Hackensack, NJ 07601
Wellington Management Company, LLP
75 State Street
Boston, MA 02109
Item 31. Management Services: None.
Item 32. Undertakings:
Registrant hereby undertakes to file a post-effective amendment, using
financial statements with respect to the Institutional Select Money Market Fund,
which need not be certified, within four to six months from the effective date
of Post-Effective Amendment No. 12.
Registrant hereby undertakes that whenever shareholders meeting the
requirements of Section 16(c) of the Investment Company Act of 1940, as amended
(the "1940 Act"), inform the Board of Trustees of their desire to communicate
with shareholders of the Trust, the Trustees will inform such shareholders as to
the approximate number of shareholders of record and the approximate costs of
mailing or afford said shareholders access to a list of shareholders.
Registrant undertakes to call a meeting of shareholders for the purpose
of voting upon the question of removal of a Trustee(s) when requested in writing
to do so by the holders of at least 10% of Registrant's outstanding shares and
in connection with such meetings to comply with the provisions of Section 16(c)
of the 1940 Act relating to shareholder communications.
Registrant hereby undertakes to furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest Annual Report to
Shareholders, upon request and without charge.
C-9
<PAGE>
NOTICE
A copy of the Agreement and Declaration of Trust for The Pillar Funds is
on file with the Secretary of State of The Commonwealth of Massachusetts and
notice is hereby given that this Registration Statement has been executed on
behalf of the Trust by an officer of the Trust as an officer and by its Trustees
as trustees and not individually and the obligations of or arising out of this
Registration Statement are not binding upon any of the Trustees, officers, or
shareholders individually but are binding only upon the assets and property of
the Trust.
C-10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets all of the requirements for the effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 14 to the Registration Statement No.
33-44712 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wayne, Commonwealth of Pennsylvania on the 28th day
of July, 1997.
THE PILLAR FUNDS
By: /s/ David G. Lee
----------------------------------
David G. Lee
President & Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacity and on the dates indicated.
<TABLE>
<S> <C> <C>
* Trustee July 28, 1997
- -------------------------------
Arthur L. Berman
* Trustee July 28, 1997
- -------------------------------
Ray Konrad
* Trustee July 28, 1997
- -------------------------------
Robert A. Nesher
* Trustee July 28, 1997
- -------------------------------
Christine H. Yackman
* Trustee July 28, 1997
- -------------------------------
James B. Grecco
/s/ Mark E. Nagle Controller July 28, 1997
- ------------------------------- & Chief Financial Officer
Mark E. Nagle
*By: /s/ David G. Lee
---------------------------
David G. Lee
Attorney-in-Fact
</TABLE>
C-11
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Name
------- ----
<S> <C>
EX-99.B1 Registrant's Declaration of Trust dated September 9, 1991
originally filed with Registrant's Registration Statement
on Form N-1A (File No. 33-44712), filed with the Securities
and Exchange Commission on December 23, 1991 , is
incorporated by reference to Post-Effective Amendment No.
9, as filed on November 13, 1996.
EX-99.B2 Registrant's By-laws originally filed with Registrant's Registration Statement
on Form N-1A (File No. 33-44712), with the Securities and Exchange
Commission on December 23, 1991, are incorporated by reference to Post-
Effective Amendment No. 9, as filed on November 13, 1996.
EX-99.B5(a) Administration Agreement between Registrant and SEI
Financial Management Corporation dated February 28, 1992,
as amended May 25, 1996 and December 1, 1996, is
incorporated by reference to Post-Effective Amendment No.
10, as filed on February 28, 1997.
EX-99.B5(b) Registrant's Consent to Assignment and Assumption dated
June 1, 1996 of the Administration Contract dated February
28, 1992, as amended May 25, 1993 is incorporated by
reference to Post-Effective Amendment No. 10, as filed on
February 28, 1997.
EX-99.B5(c) Investment Advisory Agreement between Registrant and United
Jersey Bank Investment Management Division dated April 28,
1996 is incorporated by reference to Post-Effective
Amendment No. 10, as filed on February 28, 1997.
EX-99.B5(d) Investment Advisory Agreement dated April 28, 1996 between
Registrant and United Jersey Bank Investment Management
Division (the "Advisor") with respect to the International
Growth Portfolio is incorporated by reference to
Post-Effective Amendment No. 10, as filed on February 28,
1997.
EX-99.B5(e) Investment Sub-Advisory Agreement between the Advisor and
Wellington Management Company, LLP is incorporated by
reference to Post-Effective Amendment No. 10, as filed on
February 28, 1997.
EX-99.B5(f) Transfer Agent Agreement originally filed with Post-Effective Amendment
No. 1 to Registrant's Registration Statement on Form N-1A (File No. 33-
44712) with the Securities and Exchange Commission on September 24,
1992, is incorporated by reference to Exhibit 99.B5(g) to Post-Efffective
Amendment No. 9, as filed on November 13, 1996.
EX-99.B5(g) Form of Transfer Agent Agreement between Registrant and State Street Bank
and Trust Company is incorporated by reference to Post-Effective
Amendment No. 11, as filed on April 30, 1997.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit Name
------- ----
<S> <C>
EX-99.B6(a) Distribution Agreement between Registrant and SEI Financial Services
Company dated February 28, 1992, as amended May 25, 1993, originally
filed with Post-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A (File No. 33-44712) with the Securities and
Exchange Commission on September 24, 1992, is incorporated by reference
to Exhibit 99.B6 to Post-Effective Amendment No.9, as filed on November
13, 1996.
EX-99.B6(b) Distribution Agreement-Class B Shares between Registrant
and SEI Financial Services Company dated February 20, 1997
is incorporated by reference to Post-Effective Amendment
No. 11, as filed on April 30, 1997.
EX-99.B8(a) Custodian Agreement dated February 28, 1992 between Registrant and
United Jersey Bank originally filed with Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A (File No. 33-44712), with
the Securities and Exchange Commission on September 24, 1992, is
incorporated by reference to Post-Effective Amendment No. 9, as filed on
November 13, 1996.
EX-99.B8(b) Custodian Agreement dated April 22, 1992 between United
Jersey Bank and The Bank of California, National
Association originally filed with Post- Effective Amendment
No. 5 to Registrant's Registration Statement on Form N-1A
(File No. 33-44712), with the Securities and Exchange
Commission on February 10, 1995, is incorporated by
reference to Post-Effective Amendment No. 9, as filed on
November 13, 1996.
EX-99.B10 Opinion and Consent of Counsel originally filed with Pre-Effective
Amendment No. 2 to Registrant's Registration Statement on Form N-1A (File
No. 33-44712) with the Securities and Exchange Commission on March 27,
1992, is incorporated by reference to Post-Effective Amendment No. 9, as
filed on November 13, 1996.
EX-99.B11 Consent of Independent Public Accountants is filed herewith.
EX-99.B15(a) Distribution Plan-Class A (formerly Class B) is incorporated by reference to
Post-Effective Amendment No. 10, as filed on February 28, 1997.
EX-99.B15(b) Distribution Plan-U.S. Treasury Securities Plus Money Market Fund
originally filed with Post-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File No. 33-44712), filed with the
Securities and Exchange Commission on March 1, 1993, is incorporated by
reference to Post-Effective Amendment No. 9, as filed on November 13,
1996.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit Name
------- ----
<S> <C>
EX-99.B15(c) Amended and Restated Rule 18f-3 Multiple Class Plan dated
February 20, 1997 is incorporated by reference to
Post-Effective Amendment No. 11, as filed on April 30,
1997.
EX-99.B15(d) Distribution Plan-Class B Shares dated February 20, 1997 is
incorporated by reference to Post-Effective Amendment No.
11, as filed on April 30, 1997.
EX-99.B16 Performance Quotation Computation originally filed with Post-Effective
Amendment No. 2 to Registrant Registration Statement on Form N-1A (File
No. 33-44712), with the Securities and Exchange Commission on March 1,
1993, is incorporated by reference.
EX-99.B24(a) Powers of Attorney for Robert A. Nesher, Ray Konrad, Arthur L. Berman,
Christine H. Yackman, James B. Grecco, Stephen G. Meyer and David G.
Lee are incorporated by reference to Post-Effective Amendment No. 10, as
filed on February 28, 1997.
EX-99.B27 Financial Data Schedules are filed herewith.
</TABLE>
EXHIBIT-99.B11
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 14, 1997,
on the December 31, 1996 financial statements of The Pillar Funds, included in
the previously filed Form N-30D dated February 27, 1997, and to all references
to our firm included in or made part of this Post-Effective Amendment No. 14 to
the Registration Statement File No. 33-44712.
/s/ ARTHUR ANDERSEN LLP
Philadelphia, Pa.
July 25, 1997
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</TABLE>
