As filed with the Securities and Exchange Commission on January 30, 1998.
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. 15 |X|
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 | |
AMENDMENT NO. 17 |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
================================================================================
<PAGE>
THE PILLAR FUNDS
CROSS REFERENCE SHEET
PART A - Prime Obligation Money Market, U.S. Treasury Securities Money Market,
Tax-Exempt Money Market, Fixed Income, New Jersey Municipal Securities,
Pennsylvania Municipal Securities, Equity Growth, Equity Value, Equity Income,
Balanced and International Growth Funds - Class A and B Shares
U.S. Treasury Securities Money Market, Prime Obligation Money Market, Tax-Exempt
Money Market, Fixed Income, New Jersey Municipal Securities, Pennsylvania
Municipal Securities, Intermediate-Term Government Securities, Equity Growth,
Equity Value, Equity Income, Mid Cap, International Growth and Balanced Funds -
Class I Shares
<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- ------------- --------
<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 Redemptions of Shares
Item 8. Redemption or Repurchase.................................. Purchase and Redemption of Shares
Item 9. Pending Legal Proceedings................................. Not Applicable
</TABLE>
PART A - Short-Term Investment, Intermediate-Term Government Securities,
GNMA and Mid Cap Funds - Class A Shares
Short-Term Investment and GNMA Funds - Class I Shares
U.S. Treasury Securities Money Market and Prime Obligation Money Market Fund -
Class I Shares
U.S. Treasury Securities Money Market - Class A Shares, Prime Obligation Money
Market - Class S Shares and Tax-Exempt Money Market - Class A Shares
i
<PAGE>
Institutional Select Money Market Fund
U.S. Treasury Securities Plus Money Market Fund
<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- ------------- --------
<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 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
</TABLE>
ii
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
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
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 1997 Annual Report to
Shareholders.
iii
<PAGE>
The Prospectuses, which include the Registrant's (i) Prime Obligation Money
Market (Class A, Class B and Class I Shares), U.S. Treasury Securities Money
Market, Tax-Exempt Money Market, Short-Term Investment, Fixed Income, New Jersey
Municipal Securities, Pennsylvania Municipal Securities, Intermediate-Term
Government Securities, GNMA, Equity Growth, Equity Value, Equity Income, Mid
Cap, International Growth, Balanced and U.S. Treasury Securities Plus Money
Market Funds, included as part of 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); (ii) Institutional
Select Money Market Fund, included as part of Post-Effective Amendment No. 12 to
the Registrant's Registration Statement on Form N-1A (File Nos. 33-44712 and
811-6509), filed with the SEC on May 22, 1997 (Accession Number
0000950115-97-000852); and (iii) Prime Obligation Money Market Fund (Class S
Shares) and Registrant's Statement of Additional Information, included as part
of 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) remain in effect as of the date hereof.
<PAGE>
THE PILLAR FUNDS
Commercial Sweep Prospectus
Institutional Select Money Market Fund
U.S. Treasury Securities Money Market Fund (Class I Shares)
Prime Obligation Money Market Fund (Class I Shares)
Supplement dated January 30, 1998
to the Prospectus dated August 12, 1997
The Prospectus, dated August 12, 1997, is hereby amended by the addition of the
following unaudited financial information for (i) the Institutional Select Money
Market Fund for the period July 1, 1997 to December 31, 1997; and (ii) the U.S.
Treasury Securities Money Market Fund (Class I Shares) and Prime Obligation
Money Market Fund (Class I Shares) (collectively, the "Funds") for the period
January 1, 1997 to June 30, 1997.
Financial Highlights
The following table provides unaudited financial highlights for the Funds for
the periods indicated.
For a share outstanding throughout the period:
<TABLE>
<CAPTION>
Institutional U.S. Treasury Prime Obligation
Select Money Securities Money Money Market
Market Fund(1) Market Fund Fund
7/1/97 1/1/97 1/1/97
to to to
12/31/97 6/30/97 6/30/97
-------------- ---------------- ----------------
<S> <C> <C> <C>
Net Asset Value Beginning of Period $1.00 $1.00 $1.00
Net Investment Income $0.03 $0.02 $0.02
Distributions from Net Investment Income $(0.03) $(0.02) $(0.02)
Net Asset Value End of Period $1.00 $1.00 $1.00
Total Return** 2.71% 2.21% 2.41%
Net Assets End of Period (000) $61,522 $543,382 $384,521
Ratio of Expenses to Average Net Assets* 0.30% 0.65% 0.65%
Ratio of Net Income to Average Net Assets * 5.34% 4.42% 4.81%
Ratio of Expenses to Average Net Assets (Excluding Waivers)* 0.35% 0.67% 0.66%
Ratio of Net Income to Average Net Assets (Excluding Waivers)* 5.29% 4.40% 4.80%
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ----------
(1) Commenced operations on July 1, 1997.
* Annualized.
** Returns for the periods indicated have not been annualized.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
PIL-
<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 January 30, 1998
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 (i) the Class A Shares of the
Prime Obligation Money Market Fund, U.S. Treasury Securities Money Market Fund,
Tax-Exempt Money Market Fund, New Jersey Municipal Securities Fund and
Pennsylvania Municipal Securities Fund for the period January 1, 1997 to June
30, 1997; and (ii) the Class A and Class B Shares of the Fixed Income Fund,
Equity Growth Fund, Equity Value Fund, Equity Income Fund, Balanced Fund and
International Growth Fund (collectively, the "Funds") for the period January 1,
1997 to June 30, 1997.
Financial Highlights
The following table provides unaudited financial highlights for the Funds for
the period January 1, 1997 to June 30, 1997.
For a Class A share outstanding throughout the period:
<TABLE>
<CAPTION>
U.S.
Prime Treasury Tax- Pennsyl-
Obligation Securities Exempt New Jersey vania Inter-
Money Money Money Fixed Municipal Municipal Equity Equity Equity national
Market Market Market Income Securities Securities Growth Value Income Balanced Growth
Fund Fund Fund Fund Fund Fund Fund Fund(1) Fund Fund Fund
---------- ---------- ------ ------ ---------- ---------- ------ ------- ------ -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value
Beginning of
Period $ 1.00 $ 1.00 $ 1.00 $10.20 $10.70 $10.17 $10.00 $13.35 $13.35 $11.40 $11.22
Net Investment
Income $ 0.02 $ 0.02 $ 0.01 $ 0.28 $ 0.25 $ 0.21 -- $ 0.08 $ 0.15 $ 0.17 $ 0.07
Realized and
Unrealized Gains
or Losses on
Securities -- -- -- $(0.06) -- $(0.01) $ 0.86 $ 2.20 $ 1.88 $ 1.17 $ 1.07
Distributions
from Net
Investment
Income $(0.02) $(0.02) $(0.01) $(0.28) $(0.23) $(0.21) -- $(0.08) $(0.14) $(0.16) --
Distributions
from Capital
Gains -- -- -- -- -- -- -- -- -- -- --
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
U.S.
Prime Treasury Tax- Pennsyl-
Obligation Securities Exempt New Jersey vania Inter-
Money Money Money Fixed Municipal Municipal Equity Equity Equity national
Market Market Market Income Securities Securities Growth Value Income Balanced Growth
Fund Fund Fund Fund Fund Fund Fund Fund(1) Fund Fund Fund
---------- ---------- ------ ------ ---------- ---------- ------ ------- ------ -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value
End of Period $ 1.00 $ 1.00 $ 1.00 $10.14 $ 10.72 $10.16 $ 10.86 $ 15.55 $ 15.24 $ 12.58 $12.36
Total Return+/** 2.28% 2.08% 1.37% 2.22% 2.40% 2.02% 8.61% 17.13% 15.29% 11.88% 10.16%
Net Assets End of
Period (000) $14,519 $3,293 $4,350 $4,023 $17,716 $ 342 $ 96 $12,684 $14,914 $ 9,727 $757
Ratio of
Expenses to
Average Net
Assets* 0.90% 0.90% 0.90% 1.05% 1.05% 1.05% 1.05% 1.05% 1.05% 1.05% 1.75%
Ratio of Net
Income to
Average Net
Assets* 4.57% 4.17% 2.76% 5.62% 4.41% 4.20% 0.02% 1.19% 2.14% 2.86% 1.04%
Ratio of
Expenses to
Average Net
Assets
(Excluding
Waivers)* 0.91% 0.92% 0.92% 1.16% 1.17% 1.33% 1.12% 1.30% 1.31% 1.36% 1.95%
Ratio of Net
Income to
Average Net
Assets
(Excluding
Waivers)* 4.56% 4.15% 2.74% 5.51% 4.29% 3.93% (0.05)% 0.94% 1.88% 2.55% 0.84%
Portfolio
Turnover Rate -- -- -- 26.14% 14.01% 39.79% 52.52% 26.77% 22.36% 30.56% 36.32%
Average
Commission
Rate++ -- -- -- -- -- -- $0.0636 $0.0835 $0.0930 $0.1166 $0.0050
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
+ Total Return does not reflect the sales load on Class A Shares.
++ Average commission rate paid per share for security purchases and sales
during the period.
* Annualized.
** Returns are for the period indicated and have not been annualized.
(1) Commenced operations on February 3, 1997. Ratios for this period have been
annualized.
<PAGE>
Financial Highlights
The following table provides unaudited financial highlights for the Fixed Income
Fund, Equity Growth Fund, Equity Value Fund, Equity Income Fund, Balanced Fund
and International Growth Fund for the period January 1, 1997 to June 30, 1997.
Because the Class B Shares of the Prime Obligation Money Market Fund were not
operational as of June 30, 1997, no financial highlights are presented for that
Fund.
For a Class B share outstanding throughout the period:
<TABLE>
<CAPTION>
Equity
Fixed Income Growth Equity Value Equity Income Balanced International
Fund(1) Fund (2) Fund(3) Fund(4) Fund(4) Growth Fund(5)
------------ -------- ------------ ------------- -------- --------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value
Beginning of Period $10.11 $ 10.41 $ 14.81 $ 14.34 $ 11.93 $ 11.45
Net Investment Income $ 0.18 $ (0.01) -- $ 0.01 $ 0.01 $ 0.01
Realized and Unrealized
Gains or Losses
on Securities $ 0.07 $ 0.43 $ 0.76 $0.92 $ 0.68 $ 0.91
Distributions from Net
Investment Income $(0.18) -- $ (0.03) $ (0.07) $ (0.08) --
Distributions from
Capital Gains -- -- -- -- -- --
Net Asset Value
End of Period $10.18 $ 10.83 $ 15.54 $ 15.20 $ 12.54 $ 12.37
Total Return+/** 1.29% 4.34% 5.15% 6.51% 5.78% 8.03%
Net Assets
End of Period (000) $ 20 $ 26 $ 899 $ 1,160 $ 510 $ 32
Ratio of Expenses to
Average Net Assets* 1.80% 1.80% 1.80% 1.80% 1.80% 2.50%
Ratio of Net Income to
Average Net Assets* 4.87% (0.78)% 0.15% 1.46% 1.75% 1.93%
Ratio of Expenses to
Average Net Assets
(Excluding Waivers)* 1.87% 2.07% 2.04% 2.04% 2.00% 2.81%
Ratio of Net Income to
Average Net Assets
(Excluding Waivers)* 4.80% (1.05)% (0.09)% 1.22% 1.55% 1.62%
Portfolio Turnover Rate 26.14% 52.52% 26.77% 22.36% 30.56% 36.32%
Average Commission Rate++ -- $0.0636 $0.0835 $0.0930 $0.1166 $0.0050
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
+ Total Return does not reflect the sales load on Class B Shares.
++ Average commission rate paid per share for security purchases and sales
during the period.
* Annualized.
** Returns are for the period indicated and have not been annualized.
(1) Commenced operations on May 16, 1997. Ratios for this period have been
annualized.
(2) Commenced operations on May 21, 1997. Ratios for this period have been
annualized.
(3) Commenced operations on May 12, 1997. Ratios for this period have been
annualized.
(4) Commenced operations on May 8, 1997. Ratios for this period have been
annualized.
(5) Commenced operations on May 7, 1997. Ratios for this period have been
annualized.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
PIL-
<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
Balanced Fund
International Growth Fund
Class I Shares
Supplement dated January 30, 1998
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 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, Balanced Fund and International Growth Fund (collectively, the
"Funds") for the period January 1, 1997 to June 30, 1997.
Financial Highlights
The following table provides unaudited financial highlights for the Funds for
the period January 1, 1997 to June 30, 1997.
For a share outstanding throughout the period:
<TABLE>
<CAPTION>
Inter-
U.S. Prime New mediate-
Treasury Obli- Tax- Jersey Pennsyl- Term
Securities gation Exempt Muni- vania Govern-
Money Money Money Fixed cipal Municipal ment Equity Equity Equity
Market Market Market Income Securities Securities Securities Growth Value Income
Fund Fund Fund Fund Fund Fund Fund Fund(1) Fund Fund
---------- ------ ------ ------ ---------- ---------- ---------- ------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset
Value
Beginning
of Period $ 1.00 $ 1.00 $ 1.00 $10.21 $10.71 $10.17 $10.16 $10.00 $13.35 $ 13.32
Net
Investment
Income $ 0.02 $ 0.02 $ 0.01 $ 0.30 $ 0.24 $ 0.22 $ 0.28 $ 0.01 $ 0.10 $ 0.16
Realized and
Unrealized
Gains or
Losses on
Securities -- -- -- $(0.04) $ 0.04 $ 0.02 $(0.01) $ 0.84 $ 2.20 $ 1.89
Distributions
from Net
Investment
Income $(0.02) $(0.02) $(0.01) $(0.30) $(0.24) $(0.22) $(0.28) $(0.01) $(0.10) $ (0.16)
<CAPTION>
Inter-
Mid national
Cap Balanced Growth
Fund Fund Fund
------ -------- --------
<S> <C> <C> <C>
Net Asset
Value
Beginning
of Period $13.33 $11.39 $11.23
Net
Investment
Income $ 0.04 $ 0.18 $ 0.08
Realized and
Unrealized
Gains or
Losses on
Securities $ 0.77 $ 1.17 $ 1.08
Distributions
from Net
Investment
Income $(0.04) $(0.18) --
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Inter-
U.S. Prime New mediate-
Treasury Obli- Tax- Jersey Pennsyl- Term
Securities gation Exempt Muni- vania Govern-
Money Money Money Fixed cipal Municipal ment Equity Equity
Market Market Market Income Securities Securities Securities Growth Value
Fund Fund Fund Fund Fund Fund Fund Fund(1) Fund
---------- -------- ------- -------- --------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Distributions
from Capital
Gains -- -- -- -- -- -- -- -- --
Net Asset
Value End of
Period $ 1.00 $ 1.00 $ 1.00 $ 10.17 $ 10.75 $ 10.19 $ 10.15 $ 10.84 $ 15.55
Total
Return** 2.21% 2.41% 1.50% 2.55% 2.72% 2.43% 2.74% 8.53% 17.27%
Net Assets
End of
Period (000) $543,382 $384,521 $67,426 $255,331 $128,852 $40,735 $32,619 $189,397 $236,917
Ratio of
Expenses to
Average Net
Assets* 0.65% 0.65% 0.65% 0.80% 0.80% 0.80% 0.80% 0.80% 0.80%
Ratio of Net
Income to
Average Net
Assets* 4.42% 4.81% 3.00% 5.96% 4.82% 4.53% 5.68% 0.29% 1.49%
Ratio of
Expenses to
Average Net
Assets
(Excluding
Waivers)* 0.67% 0.66% 0.68% 0.91% 0.91% 0.98% 0.97% 1.04% 1.06%
Ratio of Net
Income to
Average Net
Assets
(Excluding
Waivers)* 4.40% 4.80% 2.97% 5.85% 4.71% 4.35% 5.51% 0.05% 1.23%
Portfolio
Turnover
Rate -- -- -- 26.14% 14.01% 39.79% 36.71% 52.52% 26.77%
Average
Commission
Rate+ -- -- -- -- -- -- -- $ 0.0636 $ 0.0835
- ------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Inter-
Equity Mid national
Income Cap Balanced Growth
Fund Fund Fund Fund
-------- ------- -------- --------
<S> <C> <C> <C> <C>
Distributions
from Capital
Gains -- -- -- --
Net Asset
Value End of
Period $ 15.21 $ 14.10 $ 12.56 $ 12.39
Total
Return** 15.47% 6.07% 11.95% 10.33%
Net Assets
End of
Period (000) $113,372 $46,358 $23,525 $16,458
Ratio of
Expenses to
Average Net
Assets* 0.80% 0.80% 0.80% 1.50%
Ratio of Net
Income to
Average Net
Assets* 2.48% 0.54% 3.11% 1.36%
Ratio of
Expenses to
Average Net
Assets
(Excluding
Waivers)* 1.06% 1.09% 1.11% 1.70%
Ratio of Net
Income to
Average Net
Assets
(Excluding
Waivers)* 2.22% 0.25% 2.80% 1.16%
Portfolio
Turnover
Rate 22.36% 0.00% 30.56% 36.32%
Average
Commission
Rate+ $ 0.0930 $0.0869 $0.1166 $0.0050
- ---------------------------------------------------------------------
</TABLE>
+ Average commission rate paid per share for security purchases and sales
during the period.
* Annualized.
** Returns are for the period indicated and have not been annualized.
(1) Commenced operations on February 3, 1997. Ratios for this period have been
annualized.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
PIL-
<PAGE>
THE PILLAR FUNDS
Institutional Select Money Market Fund
Supplement dated January 30, 1998 to the Prospectus dated June 30, 1997
The Prospectus, dated June 30, 1997, is hereby amended by the addition of the
following unaudited financial information for the Institutional Select Money
Market Fund for the period July 1, 1997 to December 31, 1997.
Financial Highlights
The following table provides unaudited financial highlights for the
Institutional Select Money Market Fund for the period July 1, 1997 to
December 31, 1997.
For a share outstanding throughout the period:
Institutional Select
Money Market Fund(1)
--------------------
Net Asset Value Beginning of Period $ 1.00
Net Investment Income $ 0.03
Realized and Unrealized Gains or Losses on Securities --
Distributions from Net Investment Income $ (0.03)
Distributions from Capital Gains --
Net Asset Value End of Period $ 1.00
Total Return 2.71%
Net Assets End of Period (000) $61,522
Ratio of Expenses to Average Net Assets* 0.30%
Ratio of Net Income to Average Net Assets* 5.34%
Ratio of Expenses to Average Net Assets (Excluding Waivers)* 0.35%
Ratio of Net Income to Average Net Assets (Excluding Waivers)* 5.29%
- --------------------------------------------------------------------------------
* Annualized.
** Total return is for the period indicated and has not been annualized.
(1) Commenced operations on July 1, 1997.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
PIL-
<PAGE>
THE PILLAR FUNDS
U.S. Treasury Securities Plus Money Market Fund
Supplement dated January 30, 1998
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 U.S. Treasury Securities Plus
Money Market Fund for the period January 1, 1997 to June 30, 1997.
Financial Highlights
The following table provides audited financial highlights for the U.S. Treasury
Securities Plus Money Market Fund for the period January 1, 1997 to June 30,
1997.
For a share outstanding throughout the period:
<TABLE>
<CAPTION>
U.S. Treasury Securities Plus Money
Market Fund
-----------------------------------
<S> <C>
Net Asset Value Beginning of Period $ 1.00
Net Investment Income $ 0.02
Distributions from Net Investment Income $ (0.02)
Net Asset Value End of Period $ 1.00
Total Return** 2.37%
Net Assets End of Period (000) $71,275
Ratio of Expenses to Average Net Assets* 0.55%
Ratio of Net Income to Average Net Assets* 4.73%
Ratio of Expenses to Average Net Assets (Excluding Waivers)* 0.65%
Ratio of Net Income to Average Net Assets (Excluding Waivers)* 4.63%
- ------------------------------------------------------------------------------------------------------
</TABLE>
* Annualized.
** Total return is for the period indicated and has not been annualized.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
PIL-
<PAGE>
THE PILLAR FUNDS
Short-Term Investment Fund
GNMA Fund
Class I Shares
Supplement dated January 30, 1998
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
Short-Term Investment Fund and GNMA Fund (collectively, the "Funds") for the
period January 1, 1997 to June 30, 1997.
Financial Highlights
The following table provides unaudited financial highlights for the Funds for
the period January 1, 1997 to June 30, 1997.
For a share outstanding throughout the period:
<TABLE>
<CAPTION>
Short-Term Investment Fund GNMA Fund
-------------------------- ---------
<S> <C> <C>
Net Asset Value Beginning of Period $ 10.01 $ 9.63
Net Investment Income $ 0.23 $ 0.31
Realized and Unrealized Gains or Losses on Securities $ (0.01) $ 0.03
Distributions from Net Investment Income $ (0.23) $(0.31)
Distributions from Capital Gains -- --
Net Asset Value End of Period $ 10.00 $ 9.66
Total Return** 2.28% 3.60%
Net Assets End of Period (000) $29,036 $6,122
Ratio of Expenses to Average Net Assets* 0.80% 0.80%
Ratio of Net Income to Average Net Assets* 4.72% 6.51%
Ratio of Expenses to Average Net Assets (Excluding Waivers)* 1.06% 1.16%
Ratio of Net Income to Average Net Assets (Excluding Waivers)* 4.46% 6.15%
Portfolio Turnover Rate 0.00% 0.00%
- ---------------------------------------------------------------------------------------------------------
</TABLE>
* Annualized.
** Returns are for the period indicated and have not been annualized.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
PIL-
<PAGE>
THE PILLAR FUNDS
Short-Term Investment Fund
Intermediate-Term Government Securities Fund
GNMA Fund
Mid Cap Fund
Class A Shares
Supplement dated January 30, 1998
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 of the
Short-Term Investment Fund, Intermediate-Term Government Securities Fund, GNMA
Fund and Mid Cap Fund (collectively, the "Funds") for the period January 1, 1997
to June 30, 1997.
Financial Highlights
The following table provides unaudited financial highlights for the Funds for
the period January 1, 1997 to June 30, 1997.
For a share outstanding throughout the period:
<TABLE>
<CAPTION>
Short-Term Intermediate-Term
Investment Government
Fund Securities Fund GNMA Fund Mid Cap Fund
---------- ----------------- --------- ------------
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Period $10.02 $10.16 $ 9.61 $ 13.31
Net Investment Income $ 0.22 $ 0.27 $ 0.31 $ 0.02
Realized and Unrealized Gains or Losses on Securities -- $(0.02) $ 0.02 $ 0.76
Distributions from Net Investment Income $(0.22) $(0.27) $(0.30) $ (0.02)
Distributions from Capital Gains -- -- -- --
Net Asset Value End of Period $10.02 $10.14 $ 9.64 $ 14.07
Total Return+/** 2.25% 2.51% 3.48% 5.86%
Net Assets End of Period (000) $ 943 $1,930 $1,138 $ 4,979
Ratio of Expenses to Average Net Assets* 1.05% 1.05% 1.05% 1.05%
Ratio of Net Income to Average Net Assets* 4.47% 5.39% 6.28% 0.29%
Ratio of Expenses to Average Net Assets
(Excluding Waivers)* 1.31% 1.22% 1.40% 1.34%
Ratio of Net Income to Average Net Assets
(Excluding Waivers)* 4.22% 5.22% 5.93% 0.00%
Portfolio Turnover Rate 0.00% 36.71% 0.00% 0.00%
Average Commission Rate++ -- -- -- $0.0869
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
+ Total Return does not reflect the sales load on Class A Shares.
++ Average commission rate paid per share for security purchases and sales
during the period.
* Annualized.
** Returns are for the period indicated and have not been annualized.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
PIL-
<PAGE>
THE PILLAR FUNDS
Retail Sweep Prospectus
U.S. Treasury Securities Money Market Fund (Class A Shares)
Prime Obligation Money Market Fund (Class S Shares)
Tax-Exempt Money Market Fund (Class A Shares)
Supplement dated January 30, 1998
to the Prospectus dated August 12, 1997
The Prospectus, dated August 12, 1997, is hereby amended by the addition of the
following unaudited financial information for (i) the U.S. Treasury Securities
Money Market Fund (Class A Shares) and Tax-Exempt Money Market Fund
(collectively, the "Funds") for the period January 1, 1997 to June 30, 1997.
Because the Class S Shares of the Prime Obligation Money Market Fund were not
operational as of June 30, 1997, no financial highlights are presented for that
Fund.
Financial Highlights
The following table provides unaudited financial highlights for the Funds for
the period January 1, 1997 to June 30, 1997.
For a share outstanding throughout the period:
<TABLE>
<CAPTION>
U.S. Treasury Tax-Exempt
Securities Money Money Market
Market Fund Fund
1/1/97 1/1/97
to to
6/30/97 6/30/97
---------------- -------------
<S> <C> <C>
Net Asset Value Beginning of Period $ 1.00 $ 1.00
Net Investment Income $ 0.02 $ 0.01
Distributions from Net Investment Income $(0.02) $(0.01)
Net Asset Value End of Period $ 1.00 $ 1.00
Total Return** 2.08% 1.37%
Net Assets End of Period (000) $3,293 $4,350
Ratio of Expenses to Average Net Assets* 0.90% 0.90%
Ratio of Net Income to Average Net Assets* 4.17% 2.76%
Ratio of Expenses to Average Net Assets (Excluding Waivers)* 0.92% 0.92%
Ratio of Net Income to Average Net Assets (Excluding Waivers)* 4.15% 2.74%
- -----------------------------------------------------------------------------------------------------
</TABLE>
* Annualized.
** Returns are for the period indicated and have not been annualized.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
PIL-
<PAGE>
THE PILLAR FUNDS
(the "Trust")
Supplement dated January 30, 1998 to the Statement of Additional Information
dated April 30, 1997 and supplemented August 12, 1997
The Statement of Additional Information for the Trust is hereby amended and
supplemented by the following unaudited financial statements for the
Institutional Select Money Market Fund for the period ended December 31, 1997.
Additionally, unaudited financial statements for the U.S. Treasury Securities
Plus Money Market, U.S. Treasury Securities Money Market, Prime Obligation Money
Market (Class A and Class I Shares), Tax-Exempt Money Market, Short-Term
Investment, Fixed Income, New Jersey Municipal Securities, Pennsylvania
Municipal Securities, Equity Growth, Equity Value, Equity Income, Balanced,
Intermediate-Term Government Securities, GNMA, Mid Cap, and International Growth
Funds for the period ended June 30, 1997 are incorporated by reference to The
Pillar Funds' Semi-Annual Report to Shareholders dated June 30, 1997.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
PIL-
<PAGE>
================================================================================
Statement of Net Assets
As of December 31, 1997 (Unaudited)
INSTITUTIONAL SELECT MONEY MARKET FUND
- --------------------------------------------------------------
FACE
DESCRIPTION AMOUNT (000) VALUE (000)
- --------------------------------------------------------------
U.S. GOVERNMENT AGENCY OBLIGATIONS--14.2%
Federal Home Loan Bank (A)
5.520%, 01/23/98 $1,368 $ 1,363
5.860%, 07/30/98 1,000 1,000
5.780%, 08/13/98 1,000 1,000
5.900%, 09/16/98 500 500
5.875%, 10/23/98 1,000 1,000
5.860%, 11/25/98 1,000 1,000
5.910%, 12/18/98 1,000 1,000
Federal Home Loan Mortgage
Corporation
5.700%, 01/22/98 846 843
Federal National Mortgage Association
5.610%, 02/20/98 1,000 992
--------
Total U.S. Government Agency Obligations
(Cost $8,698) 8,698
--------
COMMERCIAL PAPER--56.7%
BANKS--18.4%
Abbey National Bank
5.530%, 01/14/98 1,000 998
Banc One
5.730%, 01/16/98 500 499
5.750%, 02/13/98 1,000 993
Bank of America
5.530%, 01/15/98 1,000 998
Bank of New York
6.000%, 01/15/98 1,000 998
Bankers Trust
5.550%, 01/12/98 1,000 998
5.750%, 03/30/98 1,000 986
Cargill
5.680%, 03/10/98 1,000 989
Centric Funding
5.750%, 01/05/98 400 400
5.730%, 04/08/98 1,000 985
Norwest Financial
5.650%, 01/14/98 1,000 998
Toronto Dominion
5.550%, 01/02/98 500 500
5.660%, 02/19/98 1,000 992
--------
11,334
--------
FINANCIAL SERVICES--19.9%
American Express
5.800%, 01/12/98 1,000 998
Ford Motor Credit
5.670%, 01/05/98 1,000 999
General Electric Capital
5.750%, 01/06/98 500 500
5.700%, 01/13/98 1,000 998
5.600%, 01/14/98 500 499
- --------------------------------------------------------------
FACE
DESCRIPTION AMOUNT (000) VALUE (000)
- --------------------------------------------------------------
International Lease
5.550%, 01/13/98 $1,000 $ 998
Merrill Lynch
5.620%, 01/16/98 1,000 998
5.710%, 01/22/98 500 498
5.720%, 03/13/98 500 494
National Rural
5.690%, 03/20/98 1,000 988
5.690%, 04/28/98 500 491
Transamerica
5.850%, 01/07/98 966 965
5.650%, 01/23/98 1,000 997
USAA Capital
5.560%, 01/05/98 800 799
5.630%, 03/20/98 1,000 988
--------
12,210
--------
INDUSTRIAL--12.7%
AHP
5.740%, 02/13/98 1,000 993
Ciesco
5.700%, 01/13/98 1,500 1,497
Colonial Pipe
5.800%, 01/09/98 1,250 1,248
5.650%, 06/10/98 500 487
FPL Fuels
5.780%, 02/05/98 1,000 994
ILFC
5.750%, 01/16/98 1,000 998
PHH
5.650%, 01/30/98 630 627
5.700%, 03/27/98 1,000 987
--------
7,831
--------
UTILITIES--5.7%
Bell Atlantic
5.900%, 01/20/98 1,000 997
5.800%, 01/21/98 1,000 997
BellSouth
5.900%, 01/27/98 500 498
5.700%, 02/09/98 1,000 994
--------
3,486
--------
Total Commercial Paper
(Cost $34,861) 34,861
--------
CORPORATE OBLIGATIONS--2.4%
Ford Capital
9.375%, 01/01/98 1,000 1,000
John Deere (MTN)
5.850%, 10/28/98 500 500
--------
Total Corporate Obligations
(Cost $1,500) 1,500
--------
================================================================================
2
<PAGE>
[PILLAR LOGO OMITTED]
================================================================================
- --------------------------------------------------------------
FACE
DESCRIPTION AMOUNT (000) VALUE (000)
- --------------------------------------------------------------
REPURCHASE AGREEMENTS--28.2%
Barclays
6.46%, dated 12/31/97, matures
01/02/98, repurchase price $8,604,821
(collateralized by U.S. Treasury
Note, par value $8,728,000, 5.50%,
matures 11/15/98, market
value $8,774,677) (B) $8,602 $ 8,602
J.P. Morgan
6.46%, dated 12/31/97, matures
01/02/98, repurchase price $8,764,245
(collateralized by U.S. Treasury
Bond, par value $6,256,000, 9.875%,
matures 11/15/15, market value
$8,937,099) (B) 8,761 8,761
--------
Total Repurchase Agreements
(Cost $17,363) 17,363
--------
Total Investments--101.5%
(Cost $62,422) 62,422
--------
OTHER ASSETS AND LIABILITIES, NET--(1.5%) (900)
--------
NET ASSETS:
Portfolio Shares of Class I (unlimited
authorization -- no par value) based
on 61,520,901 outstanding shares
of beneficial interest 61,521
Accumulated net realized gain on investments 1
--------
Total Net Assets--100.0% $ 61,522
========
Net Asset Value, Offering and Redemption
Price Per Share--Class I $ 1.00
========
(A) THE RATE REFLECTED ON THE STATEMENT OF NET ASSETS REPRESENTS
THE SECURITY'S DISCOUNT RATE AT PURCHASE.
(B) TRI-PARTY REPURCHASE AGREEMENT.
MTN -- MEDIUM TERM NOTE
The accompanying notes are an integral part of the financial statements.
================================================================================
3
<PAGE>
================================================================================
Statement of Operations (000)
FOR THE PERIOD ENDED DECEMBER 31, 1997 (Unaudited)
-------------
INSTITUTIONAL
SELECT
MONEY
MARKET
FUND (1)
-------------
INTEREST INCOME: $1,067
-------------
EXPENSES:
Investment advisory fee 19
Less: Investment advisory fee waived (10)
Administration fee 19
Custody fee 5
Transfer agency fee 7
Professional fees 3
Registration fees 12
Printing expense 1
Amortization of deferred
organizational costs 1
-------------
Total expenses, net of waivers 57
-------------
NET INVESTMENT INCOME 1,010
Net realized gain
on investments 1
-------------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $1,011
=============
(1) THE INSTITUTIONAL SELECT MONEY MARKET FUND COMMENCED OPERATIONS ON
JULY 1, 1997.
The accompanying notes are an integral part of the financial statements.
================================================================================
4
<PAGE>
[PILLAR LOGO OMITTED]
================================================================================
Statement of Changes in Net Assets (000)
FOR THE PERIOD ENDED DECEMBER 31, 1997 (Unaudited)
--------------
INSTITUTIONAL
SELECT MONEY
MARKET FUND (1)
--------------
1997
==============
INVESTMENT ACTIVITIES:
Net investment income $ 1,010
Net realized gain on securities sold 1
Net increase in net assets resulting --------------
from operations 1,011
DISTRIBUTIONS TO SHAREHOLDERS: --------------
Net investment income:
Class I (1,010)
Realized capital gains:
Class I --
--------------
Total distributions (1,010)
--------------
SHARE TRANSACTIONS (ALL AT $1.00 PER SHARE):
Class I:
Shares issued 78,541
Shares issued in lieu of cash distributions 74
Shares redeemed (17,094)
--------------
Net Class I share transactions 61,521
--------------
Increase in net assets from
share transactions 61,521
--------------
Total increase in net assets 61,522
--------------
NET ASSETS:
Beginning of period --
--------------
NET ASSETS:
End of period $ 61,522
==============
(1) THE INSTITUTIONAL SELECT MONEY MARKET FUND COMMENCED OPERATIONS ON
JULY 1, 1997.
The accompanying notes are an integral part of the financial statements.
================================================================================
5
<PAGE>
================================================================================
Financial Highlights (Unaudited)
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
NET ASSET REALIZED AND DISTRIBUTIONS RATIO OF
VALUE NET UNREALIZED FROM NET NET ASSET NET ASSETS EXPENSES
BEGINNING INVESTMENT GAINS OR LOSSES INVESTMENT VALUE END TOTAL END OF TO AVERAGE
OF PERIOD INCOME ON SECURITIES INCOME OF PERIOD RETURN PERIOD (000) NET ASSETS
- --------------------------------------------------------------------------------------------------------------------------------
INSTITUTIONAL SELECT MONEY MARKET FUND (1)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CLASS I
1997 $1.00 $0.03 -- $(0.03) $1.00 5.48% $ 61,522 0.30%
RATIO OF RATIO OF
RATIO OF EXPENSES NET INCOME
NET TO AVERAGE TO AVERAGE
INCOME NET ASSETS NET ASSETS
TO AVERAGE (EXCLUDING (EXCLUDING
NET ASSETS WAIVERS) WAIVERS)
- ---------------------------------------------
INSTITUTIONAL SELECT MONEY MARKET FUND (1)
- ---------------------------------------------
<S> <C> <C> <C>
CLASSI
1997 5.34% 0.35% 5.29%
<FN>
(1) COMMENCED OPERATIONS ON JULY 1, 1997. ALL RATIOS, INCLUDING TOTAL RETURN, FOR THE PERIOD HAVE BEEN ANNUALIZED.
</FN>
</TABLE>
The accompanying notes are an integral part of the financial statements.
================================================================================
6
<PAGE>
[PILLAR LOGO OMITTED]
================================================================================
Notes to Financial Statements
As of December 31, 1997 (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
seventeen 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 Institutional Select 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 non-diversified 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 relating to Institutional Select Money
Market Fund (the "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--The value of investment securities held by the Fund are
stated at amortized cost, which approximates market value. Under this valuation
method, purchase discounts and premiums are accreted and amortized ratably to
maturity and are included in interest income.
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.
REPURCHASE AGREEMENTS--Securities pledged as collateral for Repurchase
Agreements are held by the custodian bank until the respective agreements
mature. Provisions of the Repurchase Agreements and procedures adopted by the
Adviser ensure that the market value of the collateral including accrued
interest thereon, is sufficient in the event of default by the counterparty.
If the counterparty defaults and the value of the collateral declines or if the
counterparty enters into an insolvency proceeding, realization of the collateral
by the Fund may be delayed or limited.
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.
DISTRIBUTIONS TO SHAREHOLDERS--Distributions from net investment income for
the Fund are declared daily and paid monthly. Any net realized capital gains
will be distributed at least annually for the Fund.
EXPENSES--Expenses that are directly related to one of the Funds are
charged directly to that 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
================================================================================
7
<PAGE>
================================================================================
Notes to Financial Statements (CONCLUDED)
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 initial shares outstanding at the time of redemption.
Certain officers and/or trustees of the Trust are also officers and/or
directors of SEI Fund Resources (the "Administrator"). Such officers are paid no
fees by the Trust for serving as officers of the Trust. The Trust 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 0.10% of the average daily net assets of the Fund.
SEI Investments Distribution Co. (the "Distributor") acts as the
distributor of the Fund's shares. No compensation is paid to the Distributor for
distribution services for 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 0.10% of the average daily net assets of the Fund.
The Adviser has voluntarily agreed to waive all or a portion of its fee in order
to limit the operating expenses 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 by the Fund. 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.
================================================================================
8
<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 unaudited financial statements for the
Institutional Select Money Market Fund for the period ended
December 31, 1997 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
(ii) The following unaudited financial statements for the U.S.
Treasury Securities Plus Money Market, U.S. Treasury Securities Money
Market, Prime Obligation Money Market (Class A and Class I Shares),
Tax-Exempt Money Market, Short-Term Investment, Fixed Income, New
Jersey Municipal Securities, Pennsylvania Municipal Securities,
Intermediate-Term Government Securities, Equity Growth, Equity Value,
Equity Income, GNMA, Mid Cap, Balanced and International Growth Funds
for the fiscal period ended June 30, 1997, are incorporated by
reference into the Statement of Additional Information from Form
N-30D filed on August 25, 1997 with Accession Number
0000935069-97-000127.
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
(iii) The following audited financial statements for the U.S.
Treasury Securities Plus Money Market, U.S. Treasury Securities Money
Market, Prime Obligation Money Market (Class A and Class I Shares),
Tax-Exempt Money Market, Short-Term Investment, Fixed Income, New
Jersey Municipal Securities, Pennsylvania Municipal Securities,
Intermediate-Term Government Securities, Equity Growth, Equity Value,
Equity Income, GNMA, 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 into 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
(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.*
(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.*
(3) Not Applicable.
(4) Not Applicable.
(5)(a) Administration Agreement between Registrant and SEI Financial
Management Corporation dated February 28, 1992 as amended May 25,
1996 and December 1, 1996.**
(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.**
(5)(c) Investment Advisory Agreement between Registrant and United Jersey
Bank Investment Management Division dated April 28, 1996.**
(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.**
(5)(e) Investment Sub-Advisory Agreement dated April 28, 1996 between the
Advisor and Wellington Management Company, LLP.**
(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.*
(5)(g) Form of Transfer Agent Agreement between Registrant and State Street
Bank and Trust Company is filed herewith.
C-1
<PAGE>
(6)(a) Distribution Agreement between Registrant and SEI Financial Services
Company dated February 28, 1992.*
(6)(b) Distribution and Agreement-Class B Shares between Registrant and SEI
Financial Services Company dated February 20, 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.*
(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.*
(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.*
(11) Consent of Independent Public Accountants is filed herewith.
(12) Not Applicable.
(13) Not Applicable.
(14) Not Applicable.
(15)(a) Distribution Plan-Class A (formerly Class B).**
(15)(b) Distribution Plan-U.S. Treasury Securities Plus Money Market Fund.*
(15)(c) Amended and Restated Rule 18f-3 Multiple Class Plan dated
February 20, 1997.***
(15)(d) Distribution Plan-Class B Shares dated February 20, 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) Powers of Attorney for Robert A. Nesher, Ray Konrad, Arthur L.
Berman, Christine H. Yackman, James B. Grecco, Thomas D. Sayles, Jr.,
Mark E. Nagle and David G. Lee are filed herewith.
(27) Financial Data Schedules are filed herewith.
- ----------
* Incorporated by reference to Post-Effective Amendment No. 9, as filed on
November 13, 1996.
** Incorporated by reference to Post-Effective Amendment No. 10, as filed on
February 28, 1997.
*** Incorporated by reference to Post-Effective Amendment No. 11, as filed on
April 30, 1997.
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.
C-2
<PAGE>
Item 26. Number of Holders of Securities:
As of January 13, 1998,
<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......................... 66
U.S. Treasury Securities Money Market Fund--Class I......................... 11
U.S. Treasury Securities Plus Money Market Fund............................. 224
Prime Obligation Money Market Fund--Class A................................. 252
Prime Obligation Money Market Fund--Class B................................. 4
Prime Obligation Money Market Fund--Class I................................. 519
Prime Obligation Money Market Fund--Class S................................. 2
Tax-Exempt Money Market Fund--Class A....................................... 78
Tax-Exempt Money Market Fund--Class I....................................... 158
Short-Term Investment Fund--Class A......................................... 47
Short-Term Investment Fund--Class I......................................... 206
Fixed Income Fund--Class A.................................................. 389
Fixed Income Fund--Class B.................................................. 42
Fixed Income Fund--Class I.................................................. 423
New Jersey Municipal Securities Fund--Class A............................... 661
New Jersey Municipal Securities Fund--Class I............................... 166
Pennsylvania Municipal Securities Fund--Class A............................. 16
Pennsylvania Municipal Securities Fund--Class I............................. 8
Intermediate-Term Government Securities Fund--Class A....................... 94
Intermediate-Term Government Securities Fund--Class I....................... 103
GNMA Fund--Class A.......................................................... 86
GNMA Fund--Class I.......................................................... 93
Equity Value Fund--Class A.................................................. 800
Equity Value Fund--Class B.................................................. 585
Equity Value Fund--Class I.................................................. 244
Equity Income Fund--Class A................................................. 944
Equity Income Fund--Class B................................................. 752
Equity Income Fund--Class I................................................. 255
Mid Cap Fund--Class A....................................................... 634
Mid Cap Fund--Class I....................................................... 100
Balanced Fund--Class A...................................................... 730
Balanced Fund--Class B...................................................... 330
Balanced Fund--Class I...................................................... 9
International Growth Fund--Class A.......................................... 145
International Growth Fund--Class B.......................................... 28
International Growth Fund--Class I.......................................... 240
Equity Growth Fund--Class A................................................. 145
Equity Growth Fund--Class B................................................. 41
Equity Growth Fund--Class I................................................. 14
Institutional Select Money Market Fund...................................... 5
</TABLE>
<PAGE>
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:
<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 Chairman & 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
</TABLE>
C-4
<PAGE>
<TABLE>
<CAPTION>
Name and Position Name of Connection with
with Investment Advisor Other Company Other Company
----------------------- ------------- ---------------
<S> <C> <C>
Directors:
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
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>
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
C-5
<PAGE>
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
TIP Funds April 30, 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
PBHG Insurance Series Fund, Inc. April 1, 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 --
</TABLE>
C-6
<PAGE>
<TABLE>
<CAPTION>
Position and Office Positions and Offices
Name with Underwriter with Registrant
---- ------------------- ---------------------
<S> <C> <C>
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 --
Michael Kantor Vice President --
Samuel King Vice President --
Kim Kirk Vice President & Managing Director --
John Krzeminski Vice President & Managing Director --
Carolyn McLaurin Vice President & Managing Director --
W. Kelso Morrill Vice President --
Mark Nagle Vice President --
Joanne Nelson Vice President --
Barbara A. Nugent Vice President & Assistant Secretary --
Sandra K. Orlow Vice President & Assistant Secretary --
Cynthia M. Parrish Vice President & Assistant Secretary --
Donald Pepin Vice President & Managing Director --
Kim Rainey Vice President --
Rob Redican Vice President --
Maria Rinehart 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>
C-7
<PAGE>
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:
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 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.
C-8
<PAGE>
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. 15 to the Registration Statement No.
33-44712 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oaks, Commonwealth of Pennsylvania on the 28th day of
January, 1998.
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.
* Trustee January 28, 1998
- -----------------------------
Arthur L. Berman
* Trustee January 28, 1998
- -----------------------------
Ray Konrad
* Trustee January 28, 1998
- -----------------------------
Robert A. Nesher
* Trustee January 28, 1998
- -----------------------------
Christine H. Yackman
* Trustee January 28, 1998
- -----------------------------
James B. Grecco
* Trustee January 28, 1998
- -----------------------------
Thomas D. Sayles, Jr.
/s/ Mark E. Nagle Controller January 28, 1998
- ----------------------------- & Chief Financial Officer
Mark E. Nagle
*By: /s/ David G. Lee
- ----------------------------
David G. Lee
Attorney-in-Fact
C-11
<PAGE>
EXHIBIT INDEX
Exhibit Name
------- ----
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.*
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.*
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.**
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.**
EX-99.B5(c) Investment Advisory Agreement between Registrant and United
Jersey Bank Investment Management Division dated April 28,
1996.**
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.**
EX-99.B5(e) Investment Sub-Advisory Agreement between the Advisor and
Wellington Management Company, LLP.**
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.**
EX-99.B5(g) Form of Transfer Agent Agreement between Registrant and State
Street Bank and Trust Company is filed herewith.
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.*
EX-99.B6(b) Distribution Agreement-Class B Shares between Registrant and SEI
Financial Services Company dated February 20, 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.*
<PAGE>
Exhibit Name
------- ----
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.*
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.*
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.**
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.**
EX-99.B15(c) Amended and Restated Rule 18f-3 Multiple Class Plan dated
February 20, 1997.
EX-99.B15(d) Distribution Plan-Class B Shares dated February 20, 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 Powers of Attorney for Robert A. Nesher, Ray Konrad, Arthur L.
Berman, Christine H. Yackman, James B. Grecco, Thomas D. Sayles,
Jr., Mark E. Nagle and David G. Lee are filed herewith.
EX-99.B27 Financial Data Schedules are filed herewith.
- ----------
* Incorporated by reference to Post-Effective Amendment No. 9, as filed on
November 13, 1996.
** Incorporated by reference to Post-Effective Amendment No. 10, as filed on
February 28, 1997.
*** Incorporated by reference to Post-Effective Amendment No. 11, as filed on
April 30, 1997.
<PAGE>
FORM OF
TRANSFER AGENCY AND SERVICE AGREEMENT
between
THE PILLAR FUNDS
and
STATE STREET BANK AND TRUST COMPANY
TA- Domestic Corporation
<PAGE>
TABLE OF CONTENTS
Page
----
1. Terms of Appointment: Duties of the Bank...........................1
2. Fees and Expenses..................................................3
3. Representations and Warranties of the Bank.........................4
4. Representations and Warranties.....................................4
5. Wire Transfer Operating Guidelines.................................5
6. Data Access and Proprietary Information............................6
7. Indemnification....................................................8
8. Standard of Care...................................................9
9. Covenants of the Fund and the Bank.................................9
10. Termination of Agreement..........................................10
11. Assignment........................................................10
12. Amendment.........................................................11
13. Massachusetts Law to Apply........................................11
14. Force Majeure.....................................................11
15. Consequential Damages.............................................11
16. Merger of Agreement...............................................11
17. Counterparts......................................................11
18. Reproduction of Documents.........................................11
i
<PAGE>
FORM OF
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the ___ day of _____________, 1997, by and between each of
the funds listed on Schedule A each an open-end diversified investment company
registered under the Investment Company Act of 1940, as amended. THE PILLAR
FUNDS, having its principal office and place of business at 210 Main Street,
Hackensack, New Jersey 07062 (collectively the "Fund") and STATE STREET BANK AND
TRUST COMPANY, a Massachusetts trust company having its principal office and
place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the
"Bank").
WHEREAS, the Fund desires to appoint the Bank as its transfer agent, dividend
disbursing agent, custodian of certain retirement plans and agent in connection
with certain other activities, and the Bank desires to accept such appointment:
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Terms of Appointment: Duties of the Bank
1.1 Subject to the terms and conditions set forth in this Agreement, the
Fund hereby employs and appoints the Bank to act as, and the Bank
agrees to act as its transfer agent for the Fund's authorized and
issued shares of its common stock. $ par value. ("Shares"), dividend
disbursing agent, custodian of certain retirement plans and agent in
connection with the Fund ("Shareholders") and set out in the currently
effective prospectus and statement of additional information
("prospectus") of the Fund, including without limitation any periodic
investment plan or periodic withdrawal program.
1.2 The Bank agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by
agreement between the Fund and the Bank, the Bank shall:
(i) Receive for acceptance, orders for the purchase of
Shares, and promptly deliver payment and appropriate
documentation thereof to the Custodian of the Fund
authorized pursuant to the Articles of Incorporation
of the Fund (the "Custodian");
(ii) Pursuant to purchase orders, issue to appropriate
number of Shares and hold such Shares in the
appropriate Shareholder account;
(iii) Receive for acceptance redemption requests and
redemption directions and deliver the appropriate
documentation thereof to the Custodian;
1
<PAGE>
(iv) In respect to the transactions in items (i), (ii) and
(iii) above, the Bank shall execute transactions
directly and broker-dealers authorized by the Fund;
(v) At the appropriate time as and when it receives
monies paid to it by the Custodian with respect to
any redemption, pay over or cause to be paid over in
the appropriate manner such monies as instructed by
the redeeming Shareholders;
(vi) Effect transfer of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(vii) Prepare and transmit payments for dividends and
distributions declared by the Fund:
(viii) Issue replacement certificates for those certificates
alleged to have been lost, stolen and destroyed upon
receipt by the Bank of indemnification satisfactory
to the Bank and protesting the Bank and the Fund, and
the Bank at its option, may issue replacement
certificates in place of mutilated stock certificates
upon presentation thereof and without such indemnity;
(ix) Maintain records of account for and advise the Fund
and its Shareholders as to the foregoing; and
(x) Record the issuance of shares of the Fund and
maintain pursuant to SEC Rule 17Ad-10(e) a record of
the total number of shares of the Fund which are
authorized, based upon data provided to it by the
Fund, and issued and outstanding. The Bank shall also
provide the Fund on a regular basis with the total
number of shares which are authorized and issued and
outstanding and shall have no obligation, when
recording the issuance of shares, to monitor the
issuance of such shares or to take cognizance of any
laws relating to the issue or sale of such shares,
which functions shall be the sole responsibility of
the Fund.
(b) In addition to and neither in lieu nor in contravention of the
services set forth in the above paragraph (a), the Bank shall:
(i) perform the customary services of a transfer agent,
dividend disbursing agent, custodian of certain retirement
plans and, as relevant, agent in connection with accumulation,
open-account or similar plans (including without limitation
any periodic investment plan or periodic withdrawal program),
including but not limited to: maintaining all Shareholder
reports and prospectuses to current Shareholders, withholding
taxes on U.S. resident and non-resident alien accounts,
preparing and filing U.S. Treasury Department Forms 1099 and
other appropriate forms required with respect to dividends and
distribution by federal authorities for all Shareholders,
preparing and mailing
2
<PAGE>
confirmation forms and statements of accounts to Shareholders
for all purchases and redemptions of Shares and other
confirmable transactions in Shareholders accounts, preparing
and mailing activity statements for Shareholders, and
providing Shareholder account information and (ii) provide a
system which will enable the Fund to monitor the total number
of Shares sold in each State.
(c) In addition, the Fund shall (i) identify to the Bank in
writing those transactions and assets to be treated as exempt
from blue sky reporting for each State and (ii) verify the
establishment of transactions for each State on the system
prior to activation and thereafter monitor the daily activity
for each State. The responsibility of the Bank for the Fund's
blue sky State registration status is solely limited to the
initial establishment of transactions subject to blue sky
compliance by the Fund and the reporting of such transactions
to the Fund as provided above.
(d) Procedures as to who shall provide certain of these services
in Section 1 may be established from time to time by agreement
between the Fund and the Bank per the attached service
responsibility schedule. The Bank may at times perform only a
portion of these services and the Fund or its agent may
perform these services on the Fund's behalf.
(e) The Bank shall provide additional services on behalf of the
Fund (i.e., escheatment services) which may be agreed upon in
writing between the Fund and the Bank.
2. Fees and Expenses
2.1 For the performance by the Bank pursuant to this Agreement, the Fund
agrees to pay the Bank an annual maintenance fee for each Shareholder
account as set out in the initial fee schedule attached hereto. Such
fees and out-of-pocket expenses and advances identified under Section
2.2 below may be changed from time to time subject to mutual written
agreement between the Fund and the Bank.
2.2 In addition to the fee paid under Section 2.1 above, the Fund agrees to
reimburse the Bank for out-of-pocket expenses, including but not
limited to confirmation production, postage, forms, telephone,
microfilm, microfiche, tabulating proxies, records storage, or advances
incurred by the Bank for the items set out in the fee schedule attached
hereto. In addition, any other expenses incurred by the Bank at the
request or with the consent of the Fund, will be reimbursed by the
Fund.
2.3 The Fund agrees to pay all fees and reimbursable expenses within five
days following the receipt of the respective billing notice. Postage
for mailing of dividends, proxies, Fund reports and other mailings to
all shareholder accounts shall be advanced to the Bank by the Fund at
least seven (7) days prior to the mailing date of such materials.
3
<PAGE>
3. Representations and Warranties of the Bank
The Bank represents and warrants to the Fund that:
3.1 It is a trust company duly organized and existing and in good standing
under the laws of the Commonwealth of Massachusetts.
3.2 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts.
3.3 It is empowered under applicable laws and by its Charter and By-Laws to
enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
4. Representations and Warranties
The Fund represents and warrants to the Bank that:
4.1 It is a corporation duly organized and existing and in good standing
under the laws of the State of New Jersey.
4.2 It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement.
4.3 All corporate proceedings required by said Articles of Incorporation
and By-Laws have been taken to authorize it to enter into and perform
this Agreement.
4.4 It is an open-end and diversified management investment company
registered under the Investment Company Act of 1940, as amended.
4.5 A registration statement under the Securities Act of 1933, as amended
is currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made,
with respect to all Shares of the Fund being offered for sale.
4
<PAGE>
5. Wire Transfer Operating Guidelines/Articles 4A of the Uniform
Commercial Code
5.1 The Bank is authorized to promptly debit the appropriate Fund
accounts(s) upon the receipt of a payment order in compliance with the
selected security procedure (the "Security Procedure") chosen for funds
transfer and in the amount of money that the Bank has been instructed
to transfer. The Bank shall execute payment orders in compliance with
the Security Procedure and with the Fund instructions on the execution
date provided that such payment order is received by the customary
deadline for processing such request, unless the payment order
specifies a later time. All payment order and communications received
after this the customary deadline will be deemed to have been received
the next business day.
5.2 The Fund acknowledges that the Security Procedure it has designated on
the Fund Selection Form was selected by the Fund from security
procedures offered by the Bank. The Fund shall restrict access to
confidential information relating to the Security Procedure to
authorized persons as communicated to the Bank in writing. The Fund
must notify the Bank immediately if it has reason to believe
unauthorized persons may have obtained access to such information or of
any change in the Fund's authorized personnel. The Bank shall verify
the authenticity of all Fund instructions according to the Security
Procedure.
5.3 The Bank shall process all payment orders on the basis of the account
number contained in the payment order. In the event of a discrepancy
between any name indicated on the payment order and the account number,
the account number shall take procedure and govern.
5.4 The Bank reserves the right to decline to process or delay the
processing of a payment order which (a) is in excess of the collected
balance in the account to be charged at the time of the Bank's receipt
of such payment order: (b) if initiating such payment order would cause
the Bank, in the Bank's sole judgement, to exceed any volume, aggregate
dollar, network, time, credit or similar limits which are applicable to
the Bank: or (c) if the Bank, in good faith, is unable to satisfy
itself that the transaction has been properly authorized.
5.5 The Bank shall use reasonable efforts to act on all authorized requests
to cancel or amend payment orders received in compliance with the
Security Procedure provided that such requests are received in a timely
manner affording the bank reasonable opportunity to act. However, the
Bank assumes no liability if the request for amendment or cancellation
cannot be satisfied.
5.6 The Bank shall assume no responsibility for failure to detect any
erroneous payment order provided that the Bank complies with the
payment order instructions as received and the Bank complies with the
Security Procedure. The Security Procedure is established for the
5
<PAGE>
purpose of authenticating payment orders only and not for the detection
of errors in payment orders.
5.7 The Bank shall assume no responsibility for lost interest with respect
to the refundable amount of any unauthorized payment order, unless the
Bank is notified of the unauthorized payment order with thirty (30)
days of notification by the Bank of the acceptance of such payment
order. In no event (including failure to execute a payment order) shall
the Bank be liable for special, indirect or consequential damages, even
if advised of the possibility of such damages.
5.8 When the Fund initiates or received Automated Clearing House credit and
debit entries pursuant to these guidelines and the rules of the
National Automated Clearing House Association and the New England
Clearing House Association, the Bank will act as an Originating
Depository Financial Institution and/or receiving depository Financial
Institution, as the case may be, with respect to such entries. Credits
given by the Bank with respect to an ACH credit entry are provisional
until the Bank receives final settlement for such entry from the
Federal Reserve Bank. If the Bank does not receive such final
settlement, the Fund agrees that the Bank shall receive a refund of the
amount credited to the Fund in connection with such entry, and the
party making payment to the Fund via such entry shall not be deemed to
have paid the amount of the entry.
5.9 Confirmation of Bank's execution of payment orders shall ordinarily be
provided within twenty four (24) hours notice of which may be delivered
through the Bank's proprietary information systems, or by facsimile or
call-bank. Fund must report any objections to the execution of an order
within thirty (30) days.
6. Data Access and Proprietary Information
6.1 The Fund acknowledges that the data bases, computer programs, screen
formats, report formats, interactive design techniques, and
documentation manuals furnished to the Fund by the Bank as part of the
Fund's ability to access certain Fund-related data ("Customer Data")
maintained by the Bank on data bases under the control and ownership of
the Bank or other third party ("Data Access Services") constitute
copyrighted, trade secret, or other proprietary information
(collectively, "Proprietary Information") of substantial value to the
Bank or other third party. In no event shall Proprietary Information be
deemed Customer Data. The Fund agrees to treat all Proprietary
Information as proprietary to the Bank and further agrees that it shall
not divulge any Proprietary Information to any person or organization
except as may be provided hereunder. Without limiting the foregoing,
the Fund agrees for itself and its employees and agents:
(a) to access Customer Data solely from locations as may be
designated in writing by the Bank and solely in accordance
with the Bank's applicable user documentation;
6
<PAGE>
(b) to refrain from copying or duplication in any way the
Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion
of the Proprietary Information, and if such access is
inadvertently obtained, to inform in a timely manner of such
fact and dispose of such information in accordance with the
Bank's instructions;
(d) to refrain from causing or allowing the data acquired
hereunder from being retransmitted to any other computer
facility or other location, except with the prior written
consent of the Bank;
(e) that the Fund shall have access only to those authorized
transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to
protect at the Bank's expense the rights of the Bank in
Proprietary Information at common law, under federal copyright
law and under other federal or state law.
Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 6. The obligations of this Section shall
survive any earlier termination of this Agreement.
6.2 If the Fund notifies the Bank that any of the Data Access Services do
not operate in material compliance with the most recently issued user
documentation for such services, the Bank shall endeavor in a timely
manner to correct such failure. Organizations from which the Bank may
obtain certain data include in the Data Access Services are solely
responsible for the contents of such data and the Fund agrees to make
no claim against the Bank arising out of the contents of such
third-party data, including, but not limited to, the accuracy thereof.
DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE
SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS,
AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT
THOSE EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED
HEREIN INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.3 If the transactions available to the Fund include the ability to
originate electronic instructions to the Bank in order to (i) effect
the transfer or movement of cash or Shares or (ii) transmit Shareholder
information or other information, then in such event the Bank shall be
entitled to rely on the validity and authenticity of such instruction
without undertaking any further inquiry as long as such instruction is
undertaken in conformity with security procedures established by the
Bank from time to time.
7
<PAGE>
7. Indemnification
7.1 The Bank shall not be responsible for and the Fund shall indemnify and
hold the Bank harmless from and against, any and all losses, damages,
costs, charges, counsel fees, payments, expenses and liability arising
out of or attributable to:
(a) All actions of the Bank or its agent or subcontractors
required to be taken pursuant to this Agreement, provided that
such actions are taken in good faith and without negligence or
willful misconduct.
(b) The Fund's lack of good faith, negligence or willful
misconduct which arise out of the breach of any representation
of warranty of the Fund hereunder.
(c) The reliance on or use by the Bank or its agents or
subcontractors of information, records, documents or services
which (i) are received by the Bank or its agents or
subcontractors, and (ii) have been prepared, maintained or
performed by the Fund or any other person or firm on behalf of
the Fund including but not limited to any previous transfer
agent or registrar.
(d) The reliance on, or the carrying out by the Bank or its agents
or subcontractors of any instructions or requests of the
Funds.
(e) The offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be
registered or in violation of any stop order or other
determination or ruling by any federal or any state agency
with respect to the offer or sale of such Shares.
(f) The negotiations and processing of checks made payable to
prospective or existing Shareholders tendered to the Bank for
the purchase of Shares, such checks are commonly known as
"third party checks."
7.2 Any time the Bank may apply to any officer of the Fund for instruction
and may consult with legal counsel with respect to any matter arising
in connection with the services in to be performed by the Bank under
this Agreement, and the Bank and its agents or subcontractors shall be
liable and shall be indemnified by the Fund for any action taken or
omitted by it in reliance upon such instructions or upon the opinion of
such counsel. The Bank, its agents and subcontractors shall be
protected and indemnified in acting upon any paper or document,
reasonable believed to be genuine and to have been signed by the proper
person or persons, or upon any instruction, information, data, records
or documents provided the Bank or its agents or subcontractors by
machine readable input, telex, CRT data entry or other similar means
authorized by the Fund, and shall not be held to have notice of any
change of authority of any person, until receipt of written notice
thereof from the Fund. The Bank, its agents and subcontractors shall
also be protected
8
<PAGE>
and indemnified in recognizing stock certificates which are reasonably
believed to bear the proper manual or facsimile signatures of the
officers of the Fund, and the proper countersignature of any former
transfer agent or former registrar, or of a co-transfer agent or
co-registrar.
7.3 In order that the indemnification provisions contained in this Section
6 shall apply, upon the assertion of a claim for which the Fund may be
required to indemnify the Bank, the Bank shall promptly notify the Fund
of such assertion, and shall keep the Fund advised with respect to all
developments concerning such claim. The Fund shall have the option to
participate with the Bank in the defense of such claim or to defend
against said claim in its own name or in the name of the Bank. The Bank
shall in no case confess any claim or make any compromise in any case
in which the Fund may be required to indemnify the Bank except with the
Fund's prior written consent.
8. Standard of Care
The Bank shall at all times act in good faith and agrees to use its
best efforts within reasonable limits to insure the accuracy of all
services performed under this Agreement, but assumes no responsibility
and shall not be liable for loss or damage due to errors unless said
errors are caused by its negligence, bad faith, or willful misconduct
or that of its employees.
9. Covenants of the Fund and the Bank
9.1 The Fund shall promptly furnish to the Bank the following:
(a) A certified cop of the resolution of the Board of Directors of
the Fund authorizing the appointment of the Bank and the
execution and delivery of this Agreement.
(b) A copy of the Articles of Incorporation and By-Laws of the
Fund and all amendments thereto.
9.2 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devised,
if any; and for the preparation or use, and for keeping account of,
such certificates, forms and devices.
9.3 The Bank shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Fund Act of 1940, as
amended, and the Rules thereunder, the Bank agrees that all such
records prepared or maintained by the Bank relating to the services to
the performed by the Bank hereunder are the property of the Fund and
will be preserved,
9
<PAGE>
maintained and made available in accordance with such Section and
Rules, and will be surrendered promptly to the Fund on and in
accordance with its request.
9.4 The Bank and the Fund agree that all books, records, information and
data pertaining to the business of the other party which are exchanged
or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential and shall not be voluntarily
disclosed to any other person, except as may be required by law.
9.5 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, the Bank will endeavor to notify the
Fund and to secure instructions from an authorized officer of the Fund
as to such inspection. The Bank reserves the right, however, to exhibit
the Shareholder records to any person whenever it is advised by its
counsel that it may be held liable for the failure to exhibit the
Shareholder records to such person.
10. Termination of Agreement
10.1 This Agreement may be terminated by either party upon one hundred
twenty (120) days written notice to the other.
10.2 Should the Fund exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be
borne by the Fund. Additionally, the Bank reserves the right to charge
for any other reasonable expenses associated with such termination and
or a charge equivalent to the average of three (3) months' fees.
11. Assignment
11.1 Except as provided in Section 11.3 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party
without the written consent of the other party.
11.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
11.3 The Bank may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) Boston Financial Data
Services, Inc., a Massachusetts corporation ("BFDS") which is duly
registered as a transfer agent pursuant to Section 17A(c)(2) of the
Securities Exchange Act of 1934, as amended ("Section 17A(c)(2)"), (ii)
a BFDS affiliate: provided, however, that the Bank shall be as fully
responsible to the Fund for the acts and omissions of any subcontractor
as its is for its own acts and omissions.
10
<PAGE>
12. Amendment
This Agreement may be amended or modified by a written agreement
executive by both parties and authorized or approved by a resolution of
the Board of Directors of the Fund.
13. Massachusetts Law to Apply
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth
of Massachusetts.
14. Force Majeure
In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, strikes, equipment
or transmission failure or damage reasonably beyond its control, or
other causes reasonable beyond its control, such party shall not be
liable for damages to the other for any damages resulting from such
failure to perform or otherwise from such causes.
15. Consequential Damages
Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act
hereunder.
16. Merger of Agreement
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
17. Counterparts
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
18. Reproduction of Documents
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilms,
micro-card, miniature photographic or other similar process. The
parties hereto each agree that any such reproduction shall be
admissible in evidence as the original is in existence and whether or
11
<PAGE>
not such reproduction was made by a party in the regular course of
business, and that any enlargement, facsimile or further reproduction
shall likewise be admissible in evidence.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
THE PILLAR FUNDS
BY:______________________________
ATTEST:
- ----------------------------
STATE STREET BANK AND TRUST
COMPANY
BY:_____________________________
Executive Vice President
ATTEST:
- ---------------------------
12
<PAGE>
STATE STREET BANK & TRUST COMPANY
FUND SERVICE RESPONSIBILITIES
<TABLE>
<CAPTION>
Service Performed Responsibility
- ----------------- -------------------------
Bank Fund
---- ----
<S> <C> <C> <C>
1. Receives orders for the purchase of Shares X X
2. Issue Shares and hold Shares in Shareholders accounts. X X
3. Receive redemption requests. X X
4. Effect transactions 1-3 above directly with broker-dealers. X X
5. Pay over monies to redeeming Shareholders. X X
6. Effect transfers of Shares. X X
7. Prepare and transmit dividends and distributions. X X
8. Issue Replacement Certificates. X X
9. Reporting of abandoned property. X
10. Maintain records of accounts. X X
11. Maintain and keep a current and accurate control book for each issue of
securities. X
12. Mail proxies. X
13. Mail Shareholder reports. X
14. Mail prospectuses to current Shareholders. X
15. Withhold taxes on U.S. resident and non-resident alien accounts. X X
</TABLE>
13
<PAGE>
<TABLE>
<S> <C> <C> <C>
16. Prepare and file U.S. Treasury Department forms. X
17. Prepare and mail account and confirmation statements for Shareholders. X X
18. Provide Shareholder account information. X X
19. Blue sky reporting. X
* Such services are more fully described in Section 1.2(a), (b)
and (c) of the Agreement.
</TABLE>
THE PILLAR FUNDS
BY:______________________________
ATTEST:
- ----------------------------
STATE STREET BANK AND TRUST
COMPANY
BY:_____________________________
Executive Vice President
ATTEST:
- ---------------------------
14
<PAGE>
SCHEDULE A
FUND CLASS
- ---- -----
THE PILLAR U.S. TREASURY SECURITIES PLUS MONEY A
MARKET FUND
THE PILLAR U.S. TREASURY SECURITIES MONEY MARKET A.I
FUND
THE PILLAR PRIME OBLIGATION MONEY MARKET FUND A.B.I.
THE PILLAR TAX-EXEMPT MONEY MARKET FUND A.I
THE PILLAR SHORT-TERM INVESTMENT FUND A.I
THE PILLAR FIXED INCOME FUND A.B.I
THE PILLAR NEW JERSEY MUNICIPAL SECURITIES FUND A.I
THE PILLAR PENNSYLVANIA MUNICIPAL SECURITIES FUND A.I
THE PILLAR INTERMEDIATE-TERM GOVERNMENT A.I
SECURITIES FUND
THE PILLAR GNMA FUND A.I
THE PILLAR EQUITY VALUE FUND A.B.I
THE PILLAR EQUITY INCOME FUND A.B.I
THE PILLAR MID CAP FUND A.I
THE PILLAR BALANCED FUND A.B.I
THE PILLAR EQUITY GROWTH FUND A.B.I
THE PILLAR INTERNATIONAL GROWTH FUND A.B.I
CLASSES = A= RETAIL
B=CDSC
I=INSTITUTIONAL
15
<PAGE>
EX-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. 15 to
the Registration Statement File No. 33-44712.
/s/ ARTHUR ANDERSEN LLP
Philadelphia, Pa.,
January 29, 1998
<PAGE>
THE PILLAR FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee of The
Pillar Funds (the "Trust"), a business trust organized under the laws of the
Commonwealth of Massachusetts, hereby constitutes and appoints David G. Lee,
Kevin P. Robins and Mark E. Nagle, and each of them singly, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
to sign for him and in his name, place and stead, and in the capacity indicated
below, to sign any or all amendments (including post-effective amendments) to
the Trust's Registration Statement on Form N-1A under the provisions of the
Investment Company Act of 1940 and the Securities Act of 1933, each such Act as
amended, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, acting alone, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
as of the date set forth below.
/s/ Robert A. Nesher Date: 8-21-97
- -------------------- -------
Robert A. Nesher
Trustee
<PAGE>
THE PILLAR FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee of The
Pillar Funds (the "Trust"), a business trust organized under the laws of the
Commonwealth of Massachusetts, hereby constitutes and appoints David G. Lee,
Kevin P. Robins and Mark E. Nagle, and each of them singly, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
to sign for him and in his name, place and stead, and in the capacity indicated
below, to sign any or all amendments (including post-effective amendments) to
the Trust's Registration Statement on Form N-1A under the provisions of the
Investment Company Act of 1940 and the Securities Act of 1933, each such Act as
amended, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, acting alone, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
as of the date set forth below.
/s/ James B. Grecco Date: 8/21/97
- ------------------- -------
James B. Grecco
Trustee
<PAGE>
THE PILLAR FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee of The
Pillar Funds (the "Trust"), a business trust organized under the laws of the
Commonwealth of Massachusetts, hereby constitutes and appoints David G. Lee,
Kevin P. Robins and Mark E. Nagle, and each of them singly, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
to sign for him and in his name, place and stead, and in the capacity indicated
below, to sign any or all amendments (including post-effective amendments) to
the Trust's Registration Statement on Form N-1A under the provisions of the
Investment Company Act of 1940 and the Securities Act of 1933, each such Act as
amended, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, acting alone, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
as of the date set forth below.
/s/ T.D. Sayles Jr. Date: 8/21/97
- ------------------- -------------
Thomas D. Sayles, Jr.
Trustee
<PAGE>
THE PILLAR FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee of The
Pillar Funds (the "Trust"), a business trust organized under the laws of the
Commonwealth of Massachusetts, hereby constitutes and appoints David G. Lee,
Kevin P. Robins and Mark E. Nagle, and each of them singly, her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
to sign for her and in her name, place and stead, and in the capacity indicated
below, to sign any or all amendments (including post-effective amendments) to
the Trust's Registration Statement on Form N-1A under the provisions of the
Investment Company Act of 1940 and the Securities Act of 1933, each such Act as
amended, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, acting alone, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand and seal
as of the date set forth below.
/s/ Christine H. Yackman Date: 8/21/97
- ------------------------ -------
Christine H. Yackman
Trustee
<PAGE>
THE PILLAR FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer of The
Pillar Funds (the "Trust"), a business trust organized under the laws of the
Commonwealth of Massachusetts, hereby constitutes and appoints Kevin P. Robins
and Mark E. Nagle, and each of them singly, his true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution, to sign for him
and in his name, place and stead, and in the capacity indicated below, to sign
any or all amendments (including post-effective amendments) to the Trust's
Registration Statement on Form N-1A under the provisions of the Investment
Company Act of 1940 and the Securities Act of 1933, each such Act as amended,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, acting alone, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
as of the date set forth below.
/s/ David G. Lee Date: 9/4/97
- ---------------- ------------
David G. Lee
President and Chief
Executive Officer
<PAGE>
THE PILLAR FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer of The
Pillar Funds (the "Trust"), a business trust organized under the laws of the
Commonwealth of Massachusetts, hereby constitutes and appoints David G. Lee and
Kevin P. Robins, and each of them singly, his true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution, to sign for him
and in his name, place and stead, and in the capacity indicated below, to sign
any or all amendments (including post-effective amendments) to the Trust's
Registration Statement on Form N-1A under the provisions of the Investment
Company Act of 1940 and the Securities Act of 1933, each such Act as amended,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, acting alone, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
as of the date set forth below.
/s/ Mark E. Nagle Date: 9/2/97
- ----------------- ------
Mark E. Nagle
Controller and Chief Financial
Officer
<PAGE>
THE PILLAR FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee of The
Pillar Funds (the "Trust"), a business trust organized under the laws of the
Commonwealth of Massachusetts, hereby constitutes and appoints David G. Lee,
Kevin P. Robins and Mark E. Nagle, and each of them singly, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
to sign for him and in his name, place and stead, and in the capacity indicated
below, to sign any or all amendments (including post-effective amendments) to
the Trust's Registration Statement on Form N-1A under the provisions of the
Investment Company Act of 1940 and the Securities Act of 1933, each such Act as
amended, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, acting alone, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
as of the date set forth below.
/s/ Arthur L. Berman Date: 9/6/97
- -------------------- ------------
Arthur L. Berman
Trustee
<PAGE>
THE PILLAR FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee of The
Pillar Funds (the "Trust"), a business trust organized under the laws of the
Commonwealth of Massachusetts, hereby constitutes and appoints David G. Lee,
Kevin P. Robins and Mark E. Nagle, and each of them singly, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
to sign for him and in his name, place and stead, and in the capacity indicated
below, to sign any or all amendments (including post-effective amendments) to
the Trust's Registration Statement on Form N-1A under the provisions of the
Investment Company Act of 1940 and the Securities Act of 1933, each such Act as
amended, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, acting alone, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
as of the date set forth below.
/s/ Ray Konrad Date: 8/21/97
- -------------- -------
Ray Konrad
Trustee
<PAGE>
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