PILLAR FUNDS
40-17F2, 2000-05-19
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MANAGEMENT STATEMENT REGARDING COMPLIANCE WITH CERTAIN
PROVISIONS OF THE INVESTMENT COMPANY ACT OF 1940

We, as members of management of the Pillar Funds (the "Trust"),  are responsible
for complying with the  requirements  of subsections  (b) and (c) of Rule 17f-2,
"Custody of Investments by Registered Management  Investment  Companies," of the
Investment  Company Act of 1940. We are also  responsible for  establishing  and
maintaining an effective  internal control  structure over compliance with those
requirements. We have performed an evaluation of the Trust's compliance with the
requirements  of  subsections  (b) and (c) of Rule  17f-2 as of June  30,  1999,
August 31, 1999, and December 31, 1999.

Based on this evaluation,  we assert that the Trust was in compliance with those
provisions  of Rule 17f-2 of the  Investment  Company Act of 1940 as of June 30,
1999, August 31, 1999, and December 31, 1999.

Summit Bank
By:

/s/ Richard E. Mansfield

- ----------------
Richard E. Mansfield
Senior Vice President


<TABLE>
<CAPTION>


                                  Exhibit A - State Permit Report

FUND NAME                                                     STATE             FILING TYPE         FILE NUMBER
The Pillar Funds
<S>                                                            <C>                 <C>                <C>
                                                              CALIFORNIA        A = Annual          506-0312
                                                              COLORADO          A = Annual          IC-96-11-010
                                                              GEORGIA           O = Other           56-960452
                                                              ILLINOIS          A = Annual          9942392
                                                              PENNSYLVANIA      A = Annual          92-01-045MF
                                                              VIRGINIA          A = Annual          2376

The Pillar Funds Class A & B Prospectus
                                                              LOUISIANA         A = Annual          57827-

The Pillar Funds-U.S. Treasury Securities Money Mkt. Fund
                                                              CONNECTICUT       A = Annual          SI23231
                                                              DELAWARE          A = Annual          2956
                                                              NEVADA            A = Annual
                                                              NEW YORK          O = Other           S-25 95 58
                                                              SOUTH CAROLINA    A = Annual          MF9899
                                                              WEST VIRGINIA     G = Good Until      SBC-30181

The Pillar Funds-U.S. Treasury Sec. Money Mkt. Fund, Class A
                                                              ARIZONA           A = Annual          S-0049568-QUAL
                                                              MASSACHUSETTS     A = Annual
                                                              MARYLAND          A = Annual          SM960647
                                                              TENNESSEE         A = Annual          RM99-0362
                                                              TEXAS             G = Good Until S    C-50187
                                                              WASHINGTON        G = Good Until S    C-53381


The Pillar Funds-U.S. Treasury Sec. Money Mkt. Fund, Class I
                                                              ARIZONA           A = Annual          S-0049567-QUAL
                                                              MASSACHUSETTS     A = Annual
                                                              MARYLAND          A = Annual          SM960664
                                                              TENNESSEE         A = Annual          RM99-0362
                                                              TEXAS             G = Good Until S    C-50186
                                                              WASHINGTON        G = Good Until S    C-53371
The Pillar Funds - Mid Cap Fund
                                                              CONNECTICUT       A = Annual          SI23262
                                                              DELAWARE          A = Annual          2950
                                                              NEVADA            A = Annual
                                                              NEW YORK          O = Other           S-25 95 56
                                                              SOUTH CAROLINA    A = Annual          MF9890
                                                              WEST VIRGINIA     G = Good Until S    BC-30175

The Pillar Funds - Mid Cap Fund, Class I
                                                              ARIZONA           A = Annual          S-0049555-QUAL
                                                              MASSACHUSETTS     A = Annual
                                                              MARYLAND          A = Annual          SM960649
                                                              TENNESSEE         A = Annual          RM99-0362
                                                              TEXAS             G = Good Until S    C-50174
                                                              WASHINGTON        G = Good Until S    C-53379

The Pillar Funds - Balanced Fund
                                                              CONNECTICUT       A = Annual          SI23261
                                                              DELAWARE          A = Annual          2944
                                                              NEVADA            A = Annual
                                                              NEW YORK          O = Other           S-25 95 57
                                                              SOUTH CAROLINA    A = Annual          MF9891
                                                              WEST VIRGINIA     G = Good Until      BC-30168
<PAGE>
FUND NAME                                                     STATE             FILING TYPE         FILE NUMBER
The Pillar Funds - Balanced Fund, Class A
                                                              ARIZONA           A = Annual          S-0049542-QUAL
                                                              MASSACHUSETTS     A = Annual
                                                              MARYLAND          A = Annual          SM960659
                                                              TENNESSEE         A = Annual          RM99-0362
                                                              TEXAS             G = Good Until S    C-50161
                                                              WASHINGTON        G = Good Until S    C-53392

The Pillar Funds - Balanced Fund, Class B
                                                              ARIZONA           A = Annual          S-0054109-QUAL
                                                              MASSACHUSETTS     A = Annual
                                                              MARYLAND          A = Annual          SM970523
                                                              TENNESSEE         A = Annual          RM99-0362
                                                              TEXAS             G = Good Until S    C-52636
                                                              WASHINGTON        G = Good Until S    C-55774
                                                              WEST VIRGINIA     G = Good Until S    MF-21933

The Pillar Funds - Balanced Fund, Class I
                                                              ARIZONA           A = Annual          S-0049541-QUAL
                                                              MASSACHUSETTS     A = Annua
                                                              MARYLAND          A = Annual          SM960648
                                                              TENNESSEE         A = Annual          RM99-0362
                                                              TEXAS             G = Good Until S    C-50160
                                                              WASHINGTON        G = Good Until      C-53380

The Pillar Funds - PA Municipal Securities Fund
                                                              CONNECTICUT       A = Annual          SI 24348
                                                              DELAWARE          A = Annual          2952
                                                              NEVADA            A = Annual
                                                              NEW YORK          O = Other S         26 31 56
                                                              SOUTH CAROLINA    A = Annual          MF9896
                                                              WEST VIRGINIA     G = Good Until S    BC-30177

The Pillar Funds - PA Municipal Securities Fund, Class A
                                                              ARIZONA           A = Annual          S-0049560-QUAL
                                                              MASSACHUSETTS     A = Annual
                                                              MARYLAND          A = Annual          SM960661
                                                              TENNESSEE         A = Annual          RM99-0362
                                                              TEXAS             G = Good Until S    C-50179
                                                              WASHINGTON        G = Good Until S    C-53394

The Pillar Funds - PA Municipal Securities Fund, Class I

                                                              ARIZONA           A = Annual          S-0049559-QUAL
                                                              MASSACHUSETTS     A = Annual
                                                              MARYLAND          A = Annual          SM960660
                                                              TENNESSEE         A = Annual          RM99-0362
                                                              TEXAS             G = Good Until S    C-50178
                                                              WASHINGTON        G = Good Until S    C-53393

    The Pillar Funds - International Equity Fund
                                                              CONNECTICUT       A = Annual          SI34064
                                                              NEVADA            A = Annual
                                                              NEW YORK          O = Other
                                                              SOUTH CAROLINA    A = Annual          MF9892
                                                              WEST VIRGINIA     G = Good Until S    BC-30174

<PAGE>

FUND NAME                                                     STATE             FILING TYPE         FILE NUMBER
The Pillar Funds - International Equity Fund, Class A
                                                              ARIZONA           A = Annual          S-0049552-QUAL
                                                              MASSACHUSETTS     A = Annual
                                                              MARYLAND          A = Annual          SM960646
                                                              NEW MEXICO        A = Annual          985214
                                                              TENNESSEE         A = Annual          RM99-0362
                                                              TEXAS             G = Good Until S    C-50171
                                                              WASHINGTON        G = Good Until S    C-53382

The Pillar Funds - International Equity Fund, Class B
                                                              ARIZONA           A = Annual          S-0054114-QUAL
                                                              MASSACHUSETTS     A = Annual
                                                              MARYLAND          A = Annual          SM970528
                                                              TENNESSEE         A = Annual          RM99-0362
                                                              TEXAS             G = Good Until S    C-52641
                                                              WASHINGTON        G = Good Until S    C-55770
                                                              WEST VIRGINIA     G = Good Until S    MF-21938

The Pillar Funds - International Equity Fund, Class I
                                                              ARIZONA           A = Annual          S-0049551-QUAL
                                                              MASSACHUSETTS     A = Annual
                                                              MARYLAND          A = Annual          SM960639
                                                              TENNESSEE        A = Annual           RM99-0362
                                                              TEXAS            G = Good Until S     C-50170
                                                              WASHINGTON       G = Good Until S     C-53370

The Pillar Funds - Prime Obligation Money Market Fund
                                                              CONNECTICUT      A = Annual           SI23247
                                                              DELAWARE         A = Annual           2953
                                                              NEVADA           A = Annual
                                                              NEW YORK         O = Other            S-25 95 50
                                                              SOUTH CAROLINA   A = Annual           MF9900
                                                              WEST VIRGINIA    G = Good Until S     BC-30178

The Pillar Funds - Prime Obligation Money Mkt. Fund, Class A
                                                              ARIZONA           A = Annual          S-0049562-QUAL
                                                              MASSACHUSETTS     A = Annual
                                                              MARYLAND          A = Annual          SM960654
                                                              NEW MEXICO        A = Annual          985647
                                                              TENNESSEE         A = Annual          RM99-0362
                                                              TEXAS             G = Good Until S    C-50181
                                                              WASHINGTON         G = Good Until S   C-53383

The Pillar Funds - Prime Obligation Money Mkt. Fund, Class B
                                                              ARIZONA           A = Annua           S-0054115-QUAL
                                                              MASSACHUSETTS     A = Annual
                                                              MARYLAND          A = Annual          SM970522
                                                              NEW MEXICO        A = Annua           985213
                                                              TENNESSEE         A = Annual          RM99-0362
                                                              TEXAS             G = Good Until S    C-52642
                                                              WASHINGTON        G = Good Until S    C-55771
                                                              WEST VIRGINIA     G = Good Until      MF-21939

The Pillar Funds - Prime Obligation Money Mkt. Fund, Class I
                                                              ARIZONA           A = Annual          S-0049561-QUAL
                                                              MASSACHUSETTS     A = Annual
                                                              MARYLAND          A = Annual          SM960638
                                                              TENNESSEE         A = Annual          RM99-0362
                                                              TEXAS             G = Good Until S    C-50180
                                                              WASHINGTON        G = Good Until S    C-5336
<PAGE>
FUND NAME                                                     STATE             FILING TYPE         FILE NUMBER

The Pillar Funds - Prime Obligation Money Mkt. Fund, Class S
                                                              ARIZONA           A = Annual          S-0054801-QUAL
                                                              MASSACHUSETTS     A = Annual
                                                              MARYLAND          A = Annual          SM970905
                                                              NEW MEXICO        A = Annual          986669
                                                              TENNESSEE         A = Annual          RM99-0362
                                                              TEXAS             G = Good Until S    C-53157
                                                              WASHINGTON        G = Good Until S    C-56240
                                                              WEST VIRGINIA     G = Good Until S    MF-22639

The Pillar Funds - Tax-Exempt Money Market Fund
                                                              CONNECTICUT       A = Annua           SI23236
                                                              DELAWARE          A = Annual          2955
                                                              NEVADA            A = Annual
                                                              NEW YORK          O = Other           S-25 95 51
                                                              SOUTH CAROLINA    A = Annual          MF9901
                                                              WEST VIRGINIA     G = Good Until S    BC-30180

The Pillar Funds - Tax-Exempt Money Market Fund, Class A
                                                              ARIZONA           A = Annual          S-0049566-QUAL
                                                              MASSACHUSETTS     A = Annual
                                                              MARYLAND          A = Annual          SM960653
                                                              TENNESSEE         A = Annual          RM99-0362
                                                              TEXAS             G = Good Until S    C-50185
                                                              WASHINGTON        G = Good Until S    C-53384

The Pillar Funds - Tax-Exempt Money Market Fund, Class I
                                                              ARIZONA           A = Annual          S-0049565-QUAL
                                                              MASSACHUSETTS     A = Annual
                                                              MARYLAND          A = Annual          SM960637
                                                              TENNESSEE         A = Annual          RM99-0362
                                                              TEXAS             G = Good Until S    C-50184
                                                              WASHINGTON        G = Good Until S    C-53372

The Pillar Funds- New Jersey Municipal Securities Fund
                                                              CONNECTICUT        A = Annual         SI23251
                                                              DELAWARE           A = Annual         2951
                                                              NEVADA             A = Annual
                                                              NEW YORK           O = Other          S-25 95 49
                                                              SOUTH CAROLINA     A = Annual         MF9895
                                                              WEST VIRGINIA      G = Good Until S   BC-30176

The Pillar Funds- NJ Municipal Securities Fund, Class A
                                                              ARIZONA           A = Annual          S-0049558-QUAL
                                                              MASSACHUSETTS     A = Annual
                                                              MARYLAND          A = Annual          SM960651
                                                              TENNESSEE         A = Annual          RM99-0362
                                                              TEXAS             G = Good Until S    C-50177
                                                              WASHINGTON        G = Good Until S    C-53386

The Pillar Funds- NJ Municipal Securities Fund, Class I
                                                              ARIZONA           A = Annual          S-0049557-QUAL
                                                              MASSACHUSETTS     A = Annual
                                                              MARYLAND          A = Annual          SM960641
                                                              TENNESSEE         A = Annual          RM99-0362
                                                              TEXAS             G = Good Until S    C-50176
                                                              WASHINGTON        G = Good Until S    C-53374

The Pillar Funds - Fixed Income Fund
                                                              CONNECTICUT       A = Annual          SI23254
                                                              DELAWARE          A = Annual          2947
                                                              NEVADA            A = Annual
                                                              NEW YORK          O = Other           S-25 95 53
                                                              SOUTH CAROLINA    A = Annual          MF9894
                                                              WEST VIRGINIA     G = Good Until S    BC-30171

<PAGE>

FUND NAME                                                     STATE             FILING TYPE         FILE NUMBER
The Pillar Funds - Fixed Income Fund, Class A
                                                              ARIZONA           A = Annual          S-0049548-QUAL
                                                              MASSACHUSETTS     A = Annual
                                                              MARYLAND          A = Annual          SM960650
                                                              NEW MEXICO        A = Annual          985217
                                                              TENNESSEE         A = Annual          RM99-0362
                                                              TEXAS             G = Good Until S    C-50167
                                                              WASHINGTON        G = Good Until S    C-53388

The Pillar Funds - Fixed Income Fund, Class B
                                                              ARIZONA           A = Annual          S-0054113-QUAL
                                                              MASSACHUSETTS     A = Annual
                                                              MARYLAND          A = Annual          SM970527
                                                              TENNESSEE         A = Annual          RM99-0362
                                                              TEXAS             G = Good Until S    C-52640
                                                              WASHINGTON        G = Good Until S    C-55772
                                                              WEST VIRGINIA     G = Good Until S    MF-21937

The Pillar Funds - Fixed Income Fund, Class I
                                                              ARIZONA           A = Annual          S-0049547-QUAL
                                                              MASSACHUSETTS     A = Annual
                                                              MARYLAND          A = Annual          SM960642
                                                              TENNESSEE         A = Annual          RM99-0362
                                                              TEXAS             G = Good Until S    C-50166
                                                              WASHINGTON        G = Good Until S    C-53375

The Pillar Funds - Inter-Term Gov't Securities Fund
                                                              ALASKA            O = Other           99-02788
                                                              CONNECTICUT       A = Annual          SI23252
                                                              DELAWARE          A = Annual          2949
                                                              NEVADA            A = Annual
                                                              NEW YORK          O = Other           S-25 95 54
                                                              SOUTH CAROLINA    A = Annual          MF9897
                                                              WEST VIRGINIA     G = Good Until S    BC-30173

The Pillar Funds - Inter-Term Gov't Securities Fund, Class A
                                                              ARIZONA           A = Annual          S-0049554-QUAL
                                                              MASSACHUSETTS     A = Annual
                                                              MARYLAND          A = Annual          SM960658
                                                              TENNESSEE         A = Annual          RM99-0362
                                                              TEXAS             G = Good Until S    C-50173
                                                              WASHINGTON        G = Good Until S    C-53387

The Pillar Funds - Inter-Term Gov't Securities Fund, Class I
                                                              ARIZONA           A = Annual          S-0049553-QUAL
                                                              MASSACHUSETTS     A = Annual
                                                              MARYLAND          A = Annual          SM960643
                                                              TENNESSEE         A = Annual          RM99-0362
                                                              TEXAS             G = Good Until S    C-50172
                                                              WASHINGTON        G = Good Until S    C-53376

 The Pillar Funds - Equity Value Fund
                                                              ALASKA            O = Other           99-02789
                                                              CONNECTICUT       A = Annual          SI23259
                                                              DELAWARE          A = Annual          2946
                                                              NEVADA            A = Annual
                                                              NEW YORK          O = Other           S-25 95 48
                                                              SOUTH CAROLINA    A = Annual          MF9888
                                                              WEST VIRGINIA     G = Good Until S    BC-30170

<PAGE>
FUND NAME                                                      STATE                         FILING TYPE         FILE NUMBER
The Pillar Funds - Equity Value Fund, Class A

                                                                ARIZONA                       A = Annual         S-0049546-QUAL
                                                                MASSACHUSETTS                 A = Annual
                                                                MARYLAND                      A = Annual         SM960657
                                                                TENNESSEE                     A = Annual         RM99-0362
                                                                TEXAS                         G = Good Until S   C-50165
                                                                WASHINGTON                    G = Good Until S   C-53389


    The Pillar Funds - Equity Value Fund, Class B

                                                                ARIZONA                       A = Annual          S-0054112-QUAL
                                                                MASSACHUSETTS                 A = Annual
                                                                MARYLAND                      A = Annual          SM970524
                                                                TENNESSEE                     A = Annual          RM99-0362
                                                                TEXAS                         G = Good Until S    C-52639
                                                                WASHINGTON                    G = Good Until S    C-55773
                                                                WEST VIRGINIA                 G = Good Until S    MF-21936

    The Pillar Funds - Equity Value Fund, Class I

                                                                ARIZONA                       A = Annual          S-0049545-QUAL
                                                                MASSACHUSETTS                 A = Annual
                                                                MARYLAND                      A = Annual          SM960644
                                                                TENNESSEE                     A = Annual          RM99-0362
                                                                TEXAS                         G = Good Until S    C-50164
                                                                WASHINGTON                    G = Good Until S    C-53377

    The Pillar Funds - Equity Income Fund

                                                                ALASKA                        O = Other           99-02790
                                                                CONNECTICUT                   A = Annual          SI23260
                                                                DELAWARE                      A = Annual          2945
                                                                NEVADA                        A = Annual
                                                                NEW YORK                      O = Other           S-25 95 55
                                                                SOUTH CAROLINA                A = Annual          MF9889
                                                                WEST VIRGINIA                 G = Good Until S    BC-30169

    The Pillar Funds - Equity Income Fund, Class A

                                                                ARIZONA                       A = Annual          S-0049544-QUAL
                                                                MASSACHUSETTS                 A = Annual
                                                                MARYLAND                      A = Annual          SM960656
                                                                TENNESSEE                     A = Annual          RM99-0362
                                                                TEXAS                         G = Good Until S    C-50163
                                                                WASHINGTON                    G = Good Until S    C-53390

    The Pillar Funds - Equity Income Fund, Class B

                                                                ARIZONA                       A = Annual          S-0054111-QUAL
                                                                MASSACHUSETTS                 A = Annual
                                                                MARYLAND                      A = Annual          SM970526
                                                                TENNESSEE                     A = Annual          RM99-0362
                                                                TEXAS                         G = Good Until S    C-52638
                                                                WASHINGTON                    G = Good Until S    C-55768
                                                                WEST VIRGINIA                 G = Good Until S    MF-21935

    The Pillar Funds - Equity Income Fund, Class I

                                                                ARIZONA                       A = Annual          S-0049543-QUAL
                                                                MASSACHUSETTS                 A = Annual
                                                                MARYLAND                      A = Annual           SM960645
                                                                TENNESSEE                     A = Annual           RM99-0362
                                                                TEXAS                         G = Good Until S     C-50162
                                                                WASHINGTON                    G = Good Until S     C-53378

    The Pillar Funds - U.S. Treasury Securities Plus M.Mkt. Fund

                                                                ARIZONA                       A = Annual           S-0049569-QUAL
                                                                CONNECTICUT                   A = Annual           SI 24350
                                                                DELAWARE                      A = Annual           2957
                                                                MASSACHUSETTS                 A = Annual
                                                                MARYLAND                      A = Annual           SM960636
                                                                NEVADA                        A = Annual
                                                                NEW YORK                      O = Other            S26 31 57
                                                                SOUTH CAROLINA                A = Annual           MF9902
                                                                TENNESSEE                     A = Annual           RM99-0362
                                                                TEXAS                         N = Not Register     C-50188
                                                                WASHINGTON                    G = Good Until S     C-53368
                                                                WEST VIRGINIA                 G = Good Until S     BC-30182

    The Pillar Funds - Equity Growth Fund (f/k/a Growth Fund)

                                                                CONNECTICUT                   A = Annual           SI42239
                                                                DELAWARE                      A = Annual
                                                                NEVADA                        A = Annual
                                                                NEW YORK                      O = Other            S27 82 41
                                                                SOUTH CAROLINA                A = Annual           MF10462

    The Pillar Funds - Equity Growth Fund, Class A (f/k/a Growth)

                                                                ARIZONA                       A = Annual           S-0053275-QUAL
                                                                MASSACHUSETTS                 A = Annual
                                                                MARYLAND                      A = Annual           SM970071
                                                                TENNESSEE                     A = Annual           RM99-0362
                                                                TEXAS                         G = Good Until S     C-52098
                                                                WASHINGTON                    G = Good Until S     C-55271
                                                                WEST VIRGINIA                 G = Good Until S     MF-21624

    FUND NAME                                                   STATE                         FILING TYPE         FILE NUMBER
    The Pillar Funds - Equity Growth Fund, Class B

                                                                ARIZONA                       A = Annual           S-0054110-QUAL
                                                                MASSACHUSETTS                 A = Annual
                                                                MARYLAND                      A = Annual           SM970525
                                                                TENNESSEE                     A = Annual           RM99-0362
                                                                TEXAS                         G = Good Until S     C-52637
                                                                WASHINGTON                    G = Good Until S     C-55769
                                                                WEST VIRGINIA                 G = Good Until S     MF-21934


    The Pillar Funds - Equity Growth Fund, Class I (f/k/a Growth)

                                                                ARIZONA                       A = Annual          S-0053274-QUAL
                                                                MASSACHUSETTS                 A = Annual
                                                                MARYLAND                      A = Annual          SM970072
                                                                TENNESSEE                     A = Annual          RM99-0362
                                                                TEXAS                         G = Good Until S    C-52097
                                                                WASHINGTON                    G = Good Until S    C-55272
                                                                WEST VIRGINIA                 G = Good Until S    MF-21623

    The Pillar Funds - Institutional Select Money Market Fund

                                                                ARIZONA                       A = Annual          S-0054800-QUAL
                                                                CONNECTICUT                   A = Annual          SI43701
                                                                DELAWARE                      A = Annual          5116
                                                                MASSACHUSETTS                 A = Annual
                                                                MARYLAND                      A = Annual          SM970906
                                                                NEW MEXICO                    A = Annual          986668
                                                                NEVADA                        A = Annual
                                                                NEW YORK                      O = Other           S27 96 48
                                                                SOUTH CAROLINA                A = Annual          MF10782
                                                                TENNESSEE                     A = Annual          RM99-0362
                                                                TEXAS                         G = Good Until S    C-53156
                                                                WASHINGTON                    G = Good Until S    C-56239
                                                                WEST VIRGINIA                 G = Good Until S    MF-22444

    The Pillar Funds - High Yield Bond Fund

                                                                CONNECTICUT                   A = Annual
                                                                DELAWARE                      A = Annual
                                                                NEVADA                        A = Annual
                                                                NEW YORK                      O = Other           S28 43 60
                                                                SOUTH CAROLINA                A = Annual          MF11733

    The Pillar Funds - High Yield Bond Fund - Class A

                                                                ARIZONA                       A = Annual          S-0059669-QUAL
                                                                MASSACHUSETTS                 A = Annual
                                                                MARYLAND                      A = Annual          sm981859
                                                                TENNESSEE                     A = Annual          RM99-0362
                                                                TEXAS                         G = Good Until S    C-56977
                                                                WASHINGTON                    G = Good Until S    C-59760
                                                                WEST VIRGINIA                 G = Good Until S    MF-32884

    The Pillar Funds - High Yield Bond Fund - Class B

                                                                ARIZONA                       A = Annual          S-0059670-QUAL
                                                                MASSACHUSETTS                 A = Annual
                                                                MARYLAND                      A = Annual          SM981860
                                                                TENNESSEE                     A = Annual          RM99-0362
                                                                TEXAS                         G = Good Until S    C-56978
                                                                WASHINGTON                    G = Good Until S    C-59757
                                                                WEST VIRGINIA                 G = Good Until S    MF-32886

    The Pillar Funds - High Yield Bond Fund - Class I

                                                                ARIZONA                       A = Annual          S-0059671-QUAL
                                                                MASSACHUSETTS                 A = Annual
                                                                MARYLAND                      A = Annual          SM981861
                                                                TENNESSEE                     A = Annual          RM99-0362
                                                                TEXAS                         G = Good Until S    C-56979
                                                                WASHINGTON                    G = Good Until S    C-59758
                                                                WEST VIRGINIA                 G = Good Until S    MF-32888

    The Pillar Funds - Equity Index Fund

                                                                CONNECTICUT                   A = Annual
                                                                DELAWARE                      A = Annual
                                                                NEVADA                        A = Annual
                                                                NEW YORK                      O = Other           S28 43 68
                                                                SOUTH CAROLINA                A = Annual          MF11734

    The Pillar Funds - Equity Index Fund - Class A

                                                                ARIZONA                       A = Annual         S-059666-QUAL
                                                                MASSACHUSETTS                 A = Annual
                                                                MARYLAND                      A = Annual         SM981862
                                                                TENNESSEE                     A = Annual         RM99-0362
                                                                TEXAS                         G = Good Until S   C-56974
                                                                WASHINGTON                    G = Good Until S   C-59756
                                                                WEST VIRGINIA                 G = Good Until S   MF-32889

    The Pillar Funds - Equity Index Fund - Class B

                                                                ARIZONA                       A = Annual         S-0059667-QUAL
                                                                MASSACHUSETTS                 A = Annual
                                                                MARYLAND                      A = Annual         SM981863
                                                                TENNESSEE                     A = Annual         RM99-0362
                                                                TEXAS                         G = Good Until S   C-56975
                                                                WASHINGTON                    G = Good Until S   C-59761
                                                                WEST VIRGINIA                 G = Good Until S   MF-32885

    The Pillar Funds - Equity Index Fund - Class I

                                                                ARIZONA                       A = Annual         S-0059668-QUAL
                                                                MASSACHUSETTS                 A = Annual
                                                                MARYLAND                      A = Annual         SM981864
                                                                TENNESSEE                     A = Annual         RM99-0362
                                                                TEXAS                         G = Good Until S   C-56976
                                                                WASHINGTON                    G = Good Until S   C-59759
                                                                WEST VIRGINIA                 G = Good Until S   MF-32887

    FUND NAME                                                   STATE                         FILING TYPE        FILE NUMBER
    SBP from download not on TAFUND.dbf

                                                                CALIFORNIA                    N = Not Register
                                                                WASHINGTON                    N = Not Register

    The Pillar Funds - Mid Cap Fund, Class A (TERMED 12/31/98)

                                                                CALIFORNIA                    N = Not Register
                                                                CONNECTICUT                   N = Not Register
                                                                DELAWARE                      N = Not Register
                                                                MARYLAND                      N = Not Register   SM960655
                                                                NEW JERSEY                    N = Not Register
                                                                NEW YORK                      N = Not Register
                                                                PENNSYLVANIA                  N = Not Register
                                                                VIRGINIA                      N = Not Register

    The Pillar Funds - GNMA Fund, Class A (TERMED 12/31/98)

                                                                ILLINOIS                      N = Not Register
                                                                NEW JERSEY                    N = Not Register
                                                                NEW YORK                      N = Not Register
                                                                OUTSIDE U.S.                  N = Not Register
                                                                PENNSYLVANIA                  N = Not Register

    The Pillar Funds - GNMA Fund, Class I (TERMED 12/31/98)

                                                                CALIFORNIA                    N = Not Register
                                                                DELAWARE                      N = Not Register
                                                                NEW JERSEY                    N = Not Register
                                                                NEW YORK                      N = Not Register
                                                                PENNSYLVANIA                  N = Not Register
                                                                VIRGINIA                      N = Not Register

    The Pillar Funds - Short-Term Investment Fund, Class A

                                                                ARIZONA                       N = Not Register   S-0049564-QUAL
                                                                NEW JERSEY                    N = Not Register
                                                                NEW YORK                      N = Not Register
                                                                PENNSYLVANIA                  N = Not Register

    The Pillar Funds - Short-Term Investment Fund, Class I

                                                                COLORADO                      N = Not Register
                                                                CONNECTICUT                   N = Not Register
                                                                DISTRICT OF COLUMBIA          N = Not Register
                                                                GEORGIA                       N = Not Register
                                                                MASSACHUSETTS                 N = Not Register
                                                                MARYLAND                      N = Not Register   SM960640
                                                                NEW JERSEY                    N = Not Register
                                                                NEVADA                        N = Not Register
                                                                NEW YORK                      N = Not Register
                                                                OUTSIDE U.S.                  N = Not Register
                                                                PENNSYLVANIA                  N = Not Register
                                                                SOUTH CAROLINA                N = Not Register
                                                                TEXAS                         N = Not Register

</TABLE>

C-50182

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Trustees of
  The Pillar Funds and the
  Securities and Exchange Commission:

We have examined management's assertion about the U.S. Treasury Securities Money
Market,  Prime Obligation Money Market,  Tax-Exempt Money Market,  U.S. Treasury
Securities Plus Money Market,  Institutional  Select Money Market, Fixed Income,
High Yield Bond, New Jersey Municipal Securities,  Intermediate-Term  Government
Securities,  Pennsylvania  Municipal  Securities,  Equity Growth,  Equity Value,
Equity  Income,  Equity Index,  Mid Cap, and Balanced Funds of The Pillar Funds'
(the "Trust")  compliance  with the  requirements  of subsections (b) and (c) of
Rule 17f-2 under the  Investment  Company Act of 1940 (the "Act") as of June 30,
1999, included in the accompanying  Management  Statement  Regarding  Compliance
with Certain  Provisions of the  Investment  Company Act of 1940.  Management is
responsible   for  the  Trust's   compliance   with  those   requirements.   Our
responsibility  is to express an opinion  on  management's  assertion  about the
Trust's compliance based on our examination.

Our  examination  was  made in  accordance  with  standards  established  by the
American  Institute of Certified Public Accountants and,  accordingly,  included
examining,  on a test basis,  evidence about the Trust's  compliance  with those
requirements and performing such other procedures as we considered  necessary in
the  circumstances.  Included  among our  procedures  were the  following  tests
performed  as of June 30,  1999,  and with  respect  to  agreement  of  security
purchases and sales, for the period from December 31, 1998 (the date of our last
examination) through June 30, 1999:

      We agreed a sample of  securities  shown on the books and  records  of The
      Pillar  Funds as of June 30,  1999 to the  safekeeping  reports  of Summit
      Bank, the custodian, noting agreement of quantity and description,  except
      for securities purchased/sold but not received/delivered,  pledged, or out
      for transfer on that date, as to which we obtained  documentation from the
      brokers.

      For all securities  shown on the safekeeping  reports of Summit Bank as of
      June 30, 1999 which were  designated as being held by institutions in book
      entry form (which  include but are not limited to securities  owned by The
      Pillar Funds),  we confirmed all such securities  with those  institutions
      which use the book entry method of accounting for securities  (Bank of New
      York,  Federal  Reserve  Bank  and  The  Depository  Trust  Company,   the
      subcustodians).  For a sample of securities on the safekeeping  reports of
      Summit  Bank,  we  noted  that the  quantities  and  descriptions  of such
      securities listed on the safekeeping reports agreed with the confirmations
      or that  discrepancies  were resolved.  We tested,  on a sample basis, the
      resolution   of  such   reconciling   items   between  the  custodian  and
      subcustodians.

      We confirmed all repurchase  agreements  shown on the books and records of
      The Pillar Funds as of June 30, 1999 with the brokers and the  application
      of alternative  procedures with respect to unsettled  repurchase agreement
      transactions, noting agreement of quantity and description. We also agreed
      the underlying collateral for such repurchase agreements,  as confirmed by
      such brokers,  with the Summit Bank safekeeping reports,  noting that such
      collateral was held for the account of The Pillar Funds.

      We agreed a sample of security purchases and security sales since our last
      report from the books and records of the Trust to broker confirmations.

We believe that our examination provides a reasonable basis for our opinion. Our
examination  does not provide a legal  determination  on the Trust's  compliance
with specified requirements.

In our opinion,  management's  assertion that the U.S. Treasury Securities Money
Market,  Prime Obligation Money Market,  Tax-Exempt Money Market,  U.S. Treasury
Securities Plus Money Market,  Institutional  Select Money Market, Fixed Income,
High Yield Bond, New Jersey Municipal Securities,  Intermediate-Term  Government
Securities,  Pennsylvania  Municipal  Securities,  Equity Growth,  Equity Value,
Equity  Income,  Equity Index,  Mid Cap, and Balanced  Funds of The Pillar Funds
were in compliance  with the  requirements  of  subsections  (b) and (c) of Rule
17f-2 of the Investment Company Act of 1940 as of June 30, 1999, with respect to
securities reflected in the investment account of the Trust is fairly stated, in
all material respects.

This report is intended solely for the information and use of management and the
Board of Trustees of The Pillar Funds and the Securities and Exchange Commission
and should not be used for any other purpose.

ARTHUR ANDERSEN LLP

Philadelphia, Pennsylvania
August 27, 1999



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