-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NzDYllA85XpwI/3J3jVGnwfXEwLdayCKe25rBQTJ8y4KiHJ8t1ySZCELjoAjXY6j LyDRYXwj+ajMKZ6HFqxsEw== 0000950109-95-005337.txt : 19951221 0000950109-95-005337.hdr.sgml : 19951221 ACCESSION NUMBER: 0000950109-95-005337 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960209 FILED AS OF DATE: 19951220 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PILLAR FUNDS CENTRAL INDEX KEY: 0000882303 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06509 FILM NUMBER: 95603115 BUSINESS ADDRESS: STREET 1: 2 OLIVER STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6109896602 MAIL ADDRESS: STREET 2: 680 3 SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087 DEF 14A 1 DEFINITIVE PROXY STATEMENT SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 [ X ] Filed by the Registrant [ _ ] Filed by a Party other than the Registrant Check the appropriate box: [ _ ] Preliminary Proxy Statement [ _ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2)) [ X ] Definitive Proxy Statement [ _ ] Definitive Additional Materials [ _ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 The Pillar Funds --------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ----------------------------------------------------------------------- (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT) Payment of Filing Fee (Check the appropriate box): [ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ _ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ _ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: ____________________________________________________________________ 2) Aggregate number of securities to which transaction applies: ____________________________________________________________________ 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: /1/ ____________________________________________________________________ 4) Proposed maximum aggregate value of transaction: ____________________________________________________________________ 5) Total fee paid: ____________________________________________________________________ [ _ ] Fee paid previously with preliminary materials. [ _ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: _______________________________ 2) Form, Schedule or Registration Statement No.: _______________________________ 3) Filing Party: _______________________________ 4) Date Filed: _______________________________ /1/ Set forth the amount on which the filing fee is calculated and state how it was determined. THE PILLAR FUNDS Dear Shareholder, The attached proxy statement solicits your vote as a Shareholder of The Pillar Funds (the "Trust") on an important proposal being recommended by the Board of Trustees. Even if you are not currently a Shareholder of the Trust, you are still eligible to vote. Votes are solicited from Shareholders of record as of December 12, 1995. A Special Meeting of the Shareholders of The Pillar Funds has been scheduled for Friday, February 9, 1996. While you are, of course, welcome to join us at the meeting, most Shareholders cast their vote by filling out and signing the proxy card that accompanies the attached proxy statement. The attached proxy statement is designed to give you further information relating to the proposal on which you are asked to vote. We encourage you to support the Trustees' recommendations. The proposal described in the proxy statement relates to the following matter: 1. To consider and act upon a proposal to elect a Board of Trustees (voted on by the Shareholders of the Trust as a whole). Your vote is important to us. Please mark, sign, and date the enclosed proxy card and return it as soon as possible. For your convenience, we have enclosed a self-addressed stamped envelope. If you have questions about the proposal please call 1-800-DIAL SEI. Thank you for taking the time to consider this important proposal and for your investment in The Pillar Funds. Sincerely, /s/ David G. Lee David G. Lee President and Chief Executive Officer The Pillar Funds IMPORTANT SHAREHOLDER INFORMATION The Pillar Funds The document you hold in your hands contains your proxy statement and proxy card. A proxy card is, in essence, a ballot. When you vote your proxy, it tells us how to vote on your behalf on important issues relating to the Trust. If you simply sign the proxy without specifying a vote, your shares will be voted in accordance with the recommendations of the Board of Trustees. We urge you to spend a few minutes with the proxy statement, fill out your proxy card, and return it to us. Voting your proxy, and doing so promptly, enables the Trust to avoid conducting additional mailings. When shareholders do not return their proxies in sufficient numbers, the Trust may bear the expense of follow- up solicitations. Please take a few moments to exercise your right to vote. Thank you. THE PILLAR FUNDS P.O. BOX 239 WAYNE, PA 19087-0239 Notice of Special Meeting of Shareholders February 9, 1996 Notice is hereby given that a Special Meeting of Shareholders of The Pillar Funds (the "Trust"), will be held at the offices of SEI Financial Management Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, on Friday, February 9, 1996 at 3:30 p.m., Eastern time to consider and act on the following matter: I. To consider and act upon a proposal to elect a Board of Trustees (voted on by the Shareholders of the Trust as a whole). In accordance with their own discretion, the proxies are authorized to vote on other such business as may properly come before the Meeting. BY ORDER OF THE BOARD OF TRUSTEES RICHARD W. GRANT, SECRETARY Each shareholder is cordially invited to attend the meeting. However, if you are unable to be present at the meeting, you are requested to mark, sign and date the enclosed proxy and return it promptly in the enclosed envelope so that the meeting may be held and a maximum number of shares may be voted. Shareholders of record at the close of business on December 12, 1995 are entitled to notice of and to vote at the meeting or any adjournment thereof. December 29, 1995 WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD. A POSTAGE PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE SO THAT YOU MAY RETURN YOUR PROXY CARD AS SOON AS POSSIBLE. IT IS MOST IMPORTANT AND IN YOUR INTEREST FOR YOU TO SIGN YOUR PROXY CARD AND RETURN IT SO THAT A QUORUM WILL BE PRESENT AT THE MEETING AND A MAXIMUM NUMBER OF SHARES MAY BE VOTED. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE. -2- THE PILLAR FUNDS P.O. BOX 239 WAYNE, PA 19087-0239 PROXY STATEMENT This proxy statement is furnished in connection with the solicitation of proxies by the Board of Trustees of The Pillar Funds (the "Trust") for use at the Special Meeting of Shareholders of the Trust to be held on February 9, 1996 at 3:30 p.m. Eastern time at the offices of SEI Financial Management Corporation, 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, and at any adjourned session thereof (such meeting and any adjournment thereof are hereinafter referred to as the "Meeting"). Shareholders of the Trust of record at the close of business on December 12, 1995 (the "Shareholders") are entitled to vote at the Meeting. As of December 12, 1995, the approximate number of units of beneficial interest ("shares") issued and outstanding for The Pillar Funds was 921,521,688.079 (consisting of 460,646,979.49 shares of the U.S. Treasury Securities Money Market Fund, 265,842,007.67 shares of the Prime Obligation Money Market Fund, 75,214,440.39 shares of the Tax-Exempt Money Market Fund, 3,254,757.868 shares of the Short-Term Investment Fund,11,441,253.802 shares of the Fixed Income Fund, 4,983,142.442 shares of the New Jersey Municipal Securities Fund, 345,450.775 shares of the Pennsylvania Municipal Securities Fund, 3,164,864.028 shares of the Intermediate-Term Government Securities Fund, 1,033,357.91 shares of the GNMA Fund, 6,639,847.765 shares of the Equity Value Fund, 3,965,228.24 shares of the Equity Income Fund, 3,795,017.39 shares of the Mid Cap Value Fund, 3,346,424.481 shares of the Balanced Growth Fund, 939,688.898 shares of the International Growth Fund and 76,909,226.910 shares of the U.S. Treasury Securities Plus Money Market Fund. Each share is entitled to one vote and each fractional share is entitled to a proportionate fractional vote on each matter to be acted upon at the Meeting. In addition to the solicitation of proxies by mail, (i) Trustees and officers of the Trust and officers and employees of SEI Financial Management Corporation, the Fund's administrator, located at 680 East Swedesford Road, Wayne, PA 19087, and (ii) the officers and employees of the United Jersey Bank, the Fund's investment adviser, located at 210 Main Street, Hackensack, NJ 07601, may solicit proxies in person or by telephone. Persons holding shares as nominees will, upon request, be reimbursed for their reasonable expenses incurred in sending soliciting materials to their principals. The cost of solicitation will be borne by the Trust. The proxy and this Proxy Statement are being mailed to Shareholders on or about December 29, 1995. Shares represented by duly executed proxies will be voted in accordance with the instructions given. Proxies may be revoked at any time before they are exercised by a written revocation received by the President of the Trust at 680 East Swedesford Road, Wayne, Pennsylvania 19087-1658, by properly executing a later-dated proxy, or by attending the Meeting and voting in person. The Trust will furnish, without charge, a copy of its annual report for its fiscal year ended December 31, 1994, its unaudited semi-annual report for the six-month period ended June 30, 1995 and, when available, its annual report for its fiscal year ended December 31, 1995 to any shareholder requesting such report(s). Request for such report(s) should be made in writing to The Pillar Funds, P.O. Box 239, Wayne, PA 19087-0239 or by calling 1-800-DIAL SEI. -3- I. ELECTION OF TRUSTEES At the Meeting, it is proposed that five Trustees will be elected to hold office until their successors are duly elected and qualified. The persons named in the accompanying Proxy intend, in the absence of contrary instructions, to vote all proxies on behalf of the shareholders for the election of Arthur L. Berman, James B. Grecco, Raymond Konrad, Robert A. Nesher and Christine H. Yackman. Messrs. Berman, Konrad and Nesher are currently members of the Board of Trustees while the two other nominees, Mr. Grecco and Ms. Yackman, have not previously been elected by the shareholders and have not previously served on the Board. Because the Trust does not hold regular annual shareholder meetings, each nominee, if elected, will hold office until his successor is elected and qualified. Under Massachusetts law, a trust registered under the Investment Company Act of 1940, as amended (the "1940 Act") is not required to hold an annual meeting. The Trust has availed itself of this provision and will achieve cost savings by eliminating printing costs, mailing charges and other expenses involved in routine annual meetings. Even with the elimination of routine annual meetings, the Board of Trustees may call special meetings of shareholders for action by shareholder vote as may be required by the 1940 Act, or required or permitted by the Declaration of Trust and By-Laws of the Trust. In compliance with the 1940 Act, shareholder meetings will be held to elect Trustees whenever fewer than a majority of the Trustees holding office have been elected by the shareholders or, if necessary in the case of filling vacancies, to assure that at least two-thirds of the Trustees holding office after vacancies are filled have been elected by the shareholders. The Trust may hold shareholder meetings to approve changes in investment policy, a new investment advisory agreement or other matters requiring shareholder action under the 1940 Act. A meeting may also be called by shareholders holding at least 10% of the Shares entitled to vote at the meeting for the purpose of voting upon the removal of Trustees, in which case shareholders may receive assistance in communicating with other shareholders as if the provisions contained in Section 16(c) of the 1940 Act applied. In addition, Massachusetts law provides for the calling of a special meeting by the written request of shareholders holding at least 25% of the Shares entitled to vote at the meeting. Each of the nominees has consented to being named in this Proxy Statement and to serve as a Trustee if elected. The Trust knows of no reason why any nominee would be unable or unwilling to serve if elected. Should any of the nominees become unable or unwilling to accept nomination or election, the persons named in the proxy will exercise their voting power to vote for such person or persons as the management of the Trust may recommend. Trustees will be elected by a majority of shareholders entitled to vote that are present in person or by Proxy at the Meeting. If you give no voting instructions, your Shares will be voted for all nominees named herein for Trustee and in favor of any remaining proposal described in this proxy statement. INFORMATION REGARDING NOMINEES The following information is provided for each nominee. It includes his or her name, position with the Trust, age, length of trusteeship (if applicable), amount of Shares of the Trust beneficially owned, principal occupations or employment during the past five years, and trusteeships with other companies which file reports periodically with the Securities and Exchange Commission. -4-
Business Experience Shares of the Trust Name and Position During the Past Five Years, Beneficially Owned with the Trust Age Including all Trusteeships as of December 12, 1995 Percentage ----------------- --- -------------------------- ----------------------- ---------- Arthur L. Berman 68 President, Bertek, Inc. 0 ** Trustee since 1995 James B. Grecco 62 President, Grecco Auto Body Inc.; 0 ** Nominee for Trustee President, Grecco Auto Imports Inc.; President, Joyce Motor Corp.; President, Grecco Auto Leasing Inc. President, Grecco Lincoln Mercury Inc. Raymond Konrad 59 Chairman and Chief Executive Officer 0 ** Trustee since 1991 of American Compressed Gases Inc. Robert A. Nesher* 49 Retired since 1994. Director, 0 Trustee and Chairman of the Executive Vice President of SEI Board of Trustees since Corporation 1986-94. Director and 1991 Executive Vice President of the Administrator and Distributor since 1981-94. Christine H. Yackman 34 Executive and Corporate 0 ** Nominee for Trustee Officer, Edgeboro Disposal, Inc. and Affiliated Companies; Officer Manager, Herbert Sand Co., Inc.
- ------------------------- * "Interested person" within the meaning of the 1940 Act. Mr. Nesher was Director and Executive Vice President of the Trust's Administrator and Distributor. **Less than 1%. BOARD APPROVAL OF THE ELECTION OF TRUSTEES At an in person meeting on November 16, 1995, the Board recommended that shareholders vote for each of the nominees for Trustee named herein. In considering the nomination of the nominees for election as Trustees of the Trust, the Trustees took into account the qualifications of the nominees and the efficient conduct of the Trust's business. In this latter regard, the Trustees took into account that the resignation of three trustees (for personal reasons and not because of any disagreement with respect to management of the Trust) had reduced the Board's flexibility in appointing new or replacement members in light of the 1940 Act restrictions described above. -5- SHAREHOLDER APPROVAL OF THE ELECTION OF TRUSTEES The favorable vote of a majority of Shares represented at the Meeting at which a majority of shareholders entitled to vote is present is required for the election of the Trustees. If the Trustees are not approved by the shareholders of the Trust, the current Board of Trustees will consider alternative nominations. THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE FOR PROPOSAL I. --- ADDITIONAL INFORMATION TRUSTEES AND EXECUTIVE OFFICERS Information about the Trust's current Trustees and principal executive officers, including their names, ages, positions with the Trust, length of such positions and principal occupations or employment during the past five years, is set forth below. Each officer of the Trust will hold such office until a successor has been elected by the Board of Trustees.
Position With Business Experience During Shares of the Trust the Past Five Years, Including Beneficially Owned Name the Trust Age all Trusteeships as of December 12, 1995** ---- ------------- --- ------------------------- -------------------------- Arthur L. Berman Trustee since 1995. 68 See "Information Regarding *** Nominees." Raymond Konrad Trustee since 1991. 59 See "Information Regarding *** Nominees." Robert A. Nesher* Trustee and 49 See "Information Regarding *** Chairman of the Nominees." Board since 1991. David G. Lee President and Chief 43 Senior Vice President of the *** Executive Officer Distributor since 1993. Vice since 1994. President of the Distributor since 1991. President, GW Sierra Trust Funds prior to 1991. Kevin P. Robins Vice President and 34 Senior Vice President, General *** Assistant Secretary Counsel of SEI and the since 1993. Distributor since 1994. Vice President and Assistant Secretary of the Manager and Distributor, 1992-94. Associate, Morgan, Lewis & Bockius LLP (law firm), prior to 1992. Carmen V. Romeo Treasurer and 52 Director, Executive Vice *** Assistant Secretary President, Chief Financial Officer since 1991. and Treasurer of SEI since 1977. Director and Treasurer of the Administrator and Distributor since 1981.
-6- Robert B. Carroll Vice President and 35 Vice President and Assistant *** Assistant Secretary Secretary of SEI Corporation, the since 1994. Manager and Distributor since 1994. United States Securities and Exchange Commission, Division of Investment Management, 1990-94. Associate, McGuire, Woods, Battle & Booth (law firm), prior to 1990. Kathryn L. Stanton Vice President and 37 Vice President and Assistant *** Assistant Secretary Secretary of SEI Corporation, the since 1994. Manager and Distributor since 1994. Associate, Morgan, Lewis & Bockius LLP (law firm), 1989-94 Richard W. Grant Secretary since 1991. 50 Partner of Morgan, Lewis & *** Bockius LLP (law firm), Counsel to the Trust, Administrator and Distributor. Sandra K. Orlow Vice President and 42 Vice President and Assistant *** Assistant Secretary Secretary of the Administrator since 1991. and Distributor since 1983. Stephen G. Meyer* CPA, Vice President 30 Director - Internal Audit and *** and Controller since Risk Management - SEI 1995. Corporation, 1992 to March 1995. Coopers & Lybrand L.L.P., Senior Associate, 1990-1992. Vanguard Group of Investments, Internal Audit, prior to 1990.
_________________________ *"Interested person" within the meaning of the 1940 Act. **This information has been provided by each Trustee and Officer of the Trust. ***As of December 12, 1995, to Trust management's knowledge, the Trustees and executive officers of the Trust, beneficially owned less than 1% of the outstanding shares of the Trust. The Trust pays each Trustee who is not also an officer or affiliated person an annual fee of $ 7,000 plus travel and other expenses incurred in attending Board meetings. For the fiscal year ended December 31, 1994, the Trust paid approximately $ 22,857.53 in Trustees' fees and expenses. The Trust's officers are paid by SEI or its affiliates. The aggregate compensation paid by the Trust to each of the Trust's Trustees serving during the fiscal year ended December 31, 1994 is set forth in the compensation table below. The aggregate compensation paid to such Trustees during calendar year 1994 by all of the registered investment companies to which the Trust's investment adviser or an affiliated person of the Trust's investment adviser provides investment advisory services (collectively, the "Fund Complex") is also set forth in the compensation table below. -7- Compensation Table
=================================================================================================================== Name of Person, Aggregate Pension or Retirement Estimated Total Compensation Position Compensation From Benefits Accrued As Annual From Registrant and Registrant/1/ Part of Fund Expenses Benefits Upon Fund Complex Paid Retirement to Trustees for the Fiscal Year Ended December 31, 1994 /1//2/ - ------------------------------------------------------------------------------------------------------------------- Donald Mann, $3,500 N/A N/A $3,500 Trustee - ------------------------------------------------------------------------------------------------------------------- Thomas Ehrhart, $7,000 N/A N/A $7,000 Trustee*/*** - ------------------------------------------------------------------------------------------------------------------- Raymond Konrad, $7,000 N/A N/A $7,000 Trustee - ------------------------------------------------------------------------------------------------------------------- Pasquale V. $5,250 N/A N/A $5,250 Mazzarulli, Trustee** - ------------------------------------------------------------------------------------------------------------------- Robert A. Nesher, $0 N/A N/A $0 Trustee*** ===================================================================================================================
/1/ Amounts do not include travel expenses. /2/ Messrs. Ehrhart, Mazzarulli and Konrad are not on the Board of Trustees for any other investment company in the "Fund Complex" (as that term is defined in the Securities and Exchange Act of 1934, as amended). Mr. Nesher is on the Board of Trustees for 19 investment companies in the Fund Complex. * Retired effective May 22, 1995. ** Retired effective December 7, 1995. *** A Trustee who is an "interested person" as defined in the Investment Company Act of 1940, as amended. There were four meetings of the Board of Trustees held during the fiscal year ended December 31, 1994. In such fiscal year, all Trustees attended at least 75% of the meetings of the Board of Trustees held during their respective terms. The Board of Trustees has an Audit Committee. The Audit Committee makes recommendations to the full Board of Trustees with respect to the engagement of independent accountants and reviews, with the independent accountants, the results of the audit engagement and matters having a material effect on the Trust's financial operations. The members of the Audit Committee are Messrs. Ehrhart*, Konrad, Nesher* and Mazzarulli. The Audit Committee met one time during the fiscal year ended December 31, 1994. In such fiscal year, all members attended at least 75% of the meetings of the Audit Committee held during their respective terms. ______________ * A Trustee who is an "interested person" as defined in the Investment Company Act of 1940, as amended. -8- INDEPENDENT ACCOUNTANTS A majority of the Trust's Board of Trustees who are not "interested persons" of the Trust have selected Arthur Andersen LLP as the independent accountants of the Trust for the fiscal year ending December 31, 1995. A representative of Arthur Andersen LLP is expected to be available by telephone at the Meeting to make a statement if desired and to be available to respond to appropriate questions from shareholders. BENEFICIAL OWNERS To the knowledge of Trust Management, as of December 12, 1995, the following were beneficial owners of 5% or more of the outstanding Shares of any Fund.
Amount of Beneficial Percent of Fund Name and Address Ownership Beneficial Ownership - ---- ---------------- --------- -------------------- U.S. Treasury Securities Money Market: Class A Shares United Jersey Bank 457,681,841.0700 99.99% Attn: Patricia Kyritz P.O. Box 547 Hackensack, NJ 07602 Class B Shares Eugene W. Binkowski & 768,143.6500 25.77% Harriet Binkowski JTTN 194 Wheaton PL Rutherford, NJ 07070 Newark Beth Israel 449,482.55 15.08% Medical Center 201 Lyons Ave. Newark, NJ 07112 Bak A. Lum 400,850.37 13.45% Employees Pension Plan Harvey B. Fine Trustee P.O. Box 1634 Linden, NJ 07086 Josepha Weitzmann Fiedler 230,706.80 7.74% UJB Central c/o Insurance Services Group 210 Main Street 4th Floor Hackensack, NJ 07601-7311
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Amount of Beneficial Percent of Fund Name and Address Ownership Beneficial Ownership - ---- ---------------- --------- -------------------- Prime Obligation Money Market: Class A Shares United Jersey Bank 256,154,447.49 98.82% Attn: Patricia Kyritz P.O. Box 547 Hackensack, NJ 07602 Class B Shares Medical Brokers, Inc. 897,193.49 13.05% Two Princess Road Lawrenceville, NJ 08648 Jamieson Moore Peskin & Spicer 498,561.73 7.25% 800 Alexander Park Princeton, NJ 08543 Tax-Exempt Money Market: United Jersey Bank 168,788,751.20 98.74% Class A Shares Attn: Patricia Kyritz P.O. Box 547 Hackensack, NJ 07602 Class B Shares Moe & Peter Kessler TTEES 1,213,082.37 22.02% Sylvia Kessler IRREV INT-VIV Trust FBO Sylvia Kessler C/F Outwater Plastics 4 Passaic Street Woodbridge, NJ 07075-1004 P.K Sharma & 346,900.19 6.30% Sarika Sharma JTTN 28 Laurie Drive Englewood Cliffs, NJ 07832 Ignazid Cangialosi 301,796.11 5.48% 417 Saddle Back Trail Franklin Lakes, NJ 07417 Albert Kleinman 287,926.41 5.23% 153 Charlotte PL Englewood Cliffs, NJ 07632
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Amount of Beneficial Percent of Fund Name and Address Ownership Beneficial Ownership - ---- ---------------- --------- -------------------- Short-Term Investment: Class A Shares United Jersey Bank 606,718.136 19.90% c/o Eagle Trust Company Attn: Suzanne Levy 680 Swedesford Road Wayne, PA 19087 United Jersey Bank 2,368,704.152 77.68% Attn: Patricia Kyritz P.O. Box 547 Hackensack, NJ 07602 Class B Shares United Jersey Bank 10,591.713 5.15% Central NA as collateral FBO Jacob M. Mamroud 16 Cromnielin Ct. East Brunswick NJ 08816 Yuet K. Chan-Li & 32,078.946 15.60% Bun Kai Chan JTTN 11 Elsworth Drive Robbinsville, NJ 08691 Albert S. Bendelac 20,788.462 10.08% 370 S. Stanworth Drive Princeton, NJ 08540 Young I. Chung 14,042.236 6.83% 8 Lenape Lane Princeton Junction, NJ 08550 Val L. Fitch 11,887.731 5.78% 292 Hartley Avenue Princeton, NJ 08550 Fixed Income: Class A Shares United Jersey Bank 834,823.324 7.67% c/o Eagle Trust Company Attn: Suzanne Levy 680 East Swedesford Road Wayne, PA 19087 United Jersey Bank 9,456,344.525 86.85% Attn: Patricia Kyritz P.O. Box 547 Hackensack, NJ 07602 New Jersey Municipal Securities: Class A Shares United Jersey Bank 1,249,443.291 48.14% c/o Eagle Trust Company Attn: Suzanne Levy 680 East Swedesford Road Wayne, PA 19087 United Jersey Bank 953,453.057 36.74% Attn: Patricia Kyritz P.O. Box 547 Hackensack, NJ 07602 United Jersey Bank 208,425.633 8.03% Attn: Patricia Kyritz P.O. Box 547 Hackensack, NJ 07602 United Jersey Bank 183,554.909 7.07% c/o Eagle Trust Company Attn: Suzanne Levy 680 E. Swedesford Road Wayne, Pa. 19087
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Amount of Beneficial Percent of Fund Name and Address Ownership Beneficial Ownership - ---- ---------------- --------- -------------------- Intermediate Term Government Securities: United Jersey Bank 449,134.30 15.86% Class A Shares c/o Eagle Trust Company Attn: Suzanne Levy 680 East Swedesford Road Wayne, PA 19087 United Jersey Bank 1,817,259.051 64.19% Attn: Patricia Kyritz P.O. Box 547 Hackensack, NJ 07602 United Jersey Bank 524,198.489 18.51% Attn: Patricia Kyritz P.O. Box 547 Hackensack, NJ 07602 Equity Value: Class A Shares United Jersey Bank 5,714,889.091 93.93% Attn: Patricia Kyritz P.O. Box 547 Hackensack, NJ 07602 Class B Shares Jeanette P. Branca 29,673.591 5.35% 595 Ridgewood Avenue Glen Ridge, NJ 07028 Marta L. Branca 37,902.795 6.84% 595 Ridgewood Avenue Glen Ridge, NJ 07028 Equity Income: Class A Shares United Jersey Bank 236,638.438 7.23% c/o Eagle Trust Company Attn: Suzanne Levy 680 East Swedesford Road Wayne, PA 19087 United Jersey Bank 2,892,704.357 88.40% Attn: Patricia Kyritz P.O. Box 547 Hackensack, NJ 07602 Mid Cap Value: Class A Shares United Jersey Bank 3,163,635.723 94.52% Attn: Patricia Kyritz P.O. Box 547 Hackensack, NJ 07602 International Growth: Class A Shares United Jersey Bank 439,869.498 49.45% Attn: Patricia Kyritz P.O. Box 547 Hackensack, NJ 07602 United Jersey Bank 380,114.388 42.74% Attn: Patricia Kyritz P.O Box 547 Hackensack, NJ 07602 United Jersey Bank 66,626.666 7.49% c/o Eagle Trust Company Attn: Suzanne Levy 680 E. Swedesford Road Wayne, PA. 19087 Class B Shares P.K. Sharma 13,557.345 23.97% 28 Laurie Drive Englewood Cliffs, NJ 07632-2222
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Amount of Beneficial Percent of Fund Name and Address Ownership Beneficial Ownership - ---- ---------------- --------- -------------------- Balanced Growth: Class A Shares United Jersey Bank 2,515,880.283 94.65% Attn: Patricia Kyritz P.O. Box 547 Hackensack, NJ 07602 United Jersey Bank 141,928.251 5.34% Attn: Patricia Kyritz P.O. Box 547 Hackensack, NJ 07602 Pennsylvania Municipal Securities: Class A Shares United Jersey Bank 314,970.733 96.44% Attn: Patricia Kyritz P.O. Box 547 Hackensack, NJ 07602 Class B Shares Diane Edelstein 4,646.527 15.02% 761 Canterbury Drive Yardley, PA 19067-4434 George A. Warner & 2,436.647 7.88% D. Lorraine Warner JTTN 14 Shagbark Ct. W Harleysville,PA 19438 Margaret A. Wernelt 9,230.995 29.84% 16 1/2 Third Avenue Lehightown, PA 18236 Rose M. Lutinsky 2,069.869 6.69% 916 South Street Freeland, PA 18224 James Dalsasso & 2,160.954 6.98% Barbara N. Dalsasso JTTN 1934 Windsor Road Bethlehem, PA 18017 Peter W. Petrocko 5,402.382 17.46% 508 12th Avenue Bethlehem, PA 18018 GNMA: Class A Shares United Jersey Bank 504,758.332 58.57% c/o Eagle Trust Company Attn: Suzanne Levy 680 Swedesford Road Wayne, PA 19087 United Jersey Bank 204,436.799 23.72% c/o Eagle Trust Company Attn: Suzanne Levy 680 Swedesford Road Wayne, Pa 19087 United Jersey Bank 114,082.215 13.24% Attn: Patricia Kyritz P.O. Box 547 Hackensack, NJ 07602
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Amount of Beneficial Percent of Fund Name and Address Ownership Beneficial Ownership - ---- ---------------- --------- -------------------- U.S. Treasury Plus Money Market: Class A Shares John Zucarelli, Lillian 10,883,100.08 14.15% Zucarelli & John Zucarelli III National Environmental Services Inc. and Stony Brook Leasing 189 Stony Brook Road P.O. Box 247 Hopewell, NJ 08525-0247
As of December 12, 1995, the Trustees and officers of the Trust as a group beneficially owned less than 1% of the outstanding Shares of the Trust. SUBMISSION OF SHAREHOLDER PROPOSALS As a Massachusetts business trust, the Trust is not required to hold annual shareholder meetings. Shareholders who wish to present a proposal for action at the next meeting or suggestions as to nominees for the Board of Trustees should submit the proposal or suggestions to be considered to the Trust within a reasonable time in advance of any such meeting for inclusion in the Trust's proxy statement and form of proxy for such meeting. The Board of Trustees will give consideration to shareholder suggestions as to nominees for the Board of Trustees. Shareholders retain the right, under limited circumstances, to request that a meeting of shareholders be held for the purpose of considering the removal of a Trustee from office, and if such a request is made, the Trust will assist with shareholder communications in connection with the meeting. OTHER MATTERS No business other than the matters described above is expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, including any question as to an adjournment of the Meeting, the persons named in the enclosed proxy will vote thereon according to their best judgment in the interest of the Trust. SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING AND WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO FILL IN, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. RICHARD W. GRANT Secretary Dated: December 29, 1995 -14- THE PILLAR FUNDS PROXY FOR SPECIAL MEETING OF SHAREHOLDERS FEBRUARY 9, 1996 THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE PILLAR FUNDS The undersigned shareholder(s) of The Pillar Funds (the "Trust"), hereby appoint(s) David G. Lee and Kathryn L. Stanton and each of them (with full power of substitution), the proxy or proxies of the undersigned to attend the Special Meeting of Shareholders of the Trust to be held on February 9, 1996, and any adjournments thereof, to vote all of the shares of the Trust that the signer would be entitled to vote if personally present at the Special Meeting of Shareholders and on any other matters brought before the Meeting, all as set forth in the Notice of Special Meeting of Shareholders. Said proxies are directed to vote or refrain from voting pursuant to the Proxy Statement as indicated upon the matters set forth below: (1) To consider and act upon a proposal to elect a Board of Trustees ____ FOR all nominees listed below ____ WITHHOLD AUTHORITY to vote for all nominees ____ FOR all nominees listed below listed below except for those whose names have been stricken. (INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY OR ALL OF THE NOMINEES, STRIKE A LINE THROUGH THE NAMES OF SUCH NOMINEE(S) BELOW.) Arthur L. Berman, James B. Grecco, Raymond Konrad, Robert A. Nesher, Christine H. Yackman This Proxy will be voted as indicated above. If no indication is made, this Proxy will be voted FOR the proposal set forth above. The undersigned acknowledges receipt with this proxy of a copy of the Notice of Special Meeting of Shareholders and the Proxy Statement of the Board of Trustees.
Please Date: Date: _________________, 1995 ----------- Please print and sign your name in the space provided to authorize the voting of your shares as indicated ________________________________ ____________________________________ and return promptly. If signing is by attorney, (Signature of Shareholder) (Co-owner signature, if any) executor, administrator, trustee or guardian,please sign your name and title. For joint accounts, each joint owner must sign. _______________________________ _____________________________________ (Printed Name of Shareholder) (Printed name of co-owner, if any)
PLEASE COMPLETE, SIGN, DATE, AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. -15- -----END PRIVACY-ENHANCED MESSAGE-----