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)) [ _ ] Definitive Proxy Statement [ X ] 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 (previously paid with the filing of the Definitive Proxy Statement on December 20, 1995). [ _ ] $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. 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 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 1-800-932-7782. 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 THE PILLAR FUNDS 680 EAST SWEDESFORD ROAD WAYNE, PA 19087 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, on Friday, February 9, 1996 at 3:30 p.m., Eastern time to consider and act on 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). 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. January 4, 1996 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. THE PILLAR FUNDS 680 EAST SWEDESFORD ROAD WAYNE, PA 19087 ----------------- 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, 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 921,720,038.157. 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 Trust's administrator, located at 680 East Swedesford Road, Wayne, PA 19087, and (ii) the officers and employees of the United Jersey Bank, the Trust'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 January 4, 1996. 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, 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, 680 East Swedesford Road, Wayne, PA 19087 or by calling 1-800-932-7782. 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, 1 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 plurality 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. 2 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. SHARES OF THE TRUST BENEFICIALLY BUSINESS EXPERIENCE OWNED AS OF NAME AND POSITION DURING THE PAST FIVE YEARS, NOVEMBER 30, WITH THE TRUST AGE INCLUDING ALL TRUSTEESHIPS 1995 PERCENTAGE ----------------- --- ---------------------------- ------------- ---------- Arthur L. Berman 68 President, Bertek, Inc. 51,284.209 ** 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. 49 Retired since 1994. Director, 0 ** Robert A. Nesher* Executive Vice President of SEI Trustee and Chairman of Corporation 1986-94. Director and the Board of Trustees Executive Vice President of the since 1991 Administrator and Distributor 1981-94. Christine H. Yackman 34 Executive and Corporate Officer, 10,633,306.05 ** Nominee for Trustee 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. 3 SHAREHOLDER APPROVAL OF THE ELECTION OF TRUSTEES The favorable vote of a plurality 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. SHARES OF THE TRUST BUSINESS EXPERIENCE DURING BENEFICIALLY OWNED POSITION WITH THE PAST FIVE YEARS, AS OF DECEMBER 12, NAME THE TRUST AGE INCLUDING ALL TRUSTEESHIPS 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, *** Assistant Secretary General Counsel of SEI since 1993. Corporation, the Manager and 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. 4 SHARES OF THE TRUST BUSINESS EXPERIENCE DURING BENEFICIALLY OWNED POSITION WITH THE PAST FIVE YEARS, AS OF DECEMBER 12, NAME THE TRUST AGE INCLUDING ALL TRUSTEESHIPS 1995** ---- ------------------- --- ---------------------------- ------------------- Robert B. Carroll Vice President and 35 Vice President and Assistant *** Assistant Secretary Secretary of SEI since 1994. Corporation, the 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 since 1994. Corporation, the Manager and Distributor since 1994. Associate, Morgan, Lewis & Bockius LLP (law firm), 1989-94. Joseph M. Lydon Vice President and 36 Director of Business *** Assistant Secretary Administration of Fund since 1995. Resources, a division of SEI Corporation since 1995. Vice President of Fund Group and Vice President of Dreman Value Management (investment adviser), President of Dreman Financial Services, Inc. prior to 1995. Todd Cipperman Vice President and 29 Vice President and Assistant *** Assistant Secretary Secretary of SEI since 1995. Corporation, the Manager and Distributor since 1995. Associate, Dewey Ballantine (law firm), 1994-95. Associate, Winston & Strawn (law firm), 1991-94. 5 SHARES OF THE BUSINESS EXPERIENCE DURING TRUST BENEFICIALLY POSITION WITH THE PAST FIVE YEARS, INCLUDING OWNED AS OF NAME THE TRUST AGE ALL TRUSTEESHIPS DECEMBER 12, 1995** ---- ------------------- --- ------------------------------ ------------------- Richard W. Grant Secretary since 50 Partner of Morgan, Lewis & *** 1991. 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 SEI since 1991. Corporation, the Manager and Distributor since 1983. Stephen G. Meyer* Controller and 30 Vice President and *** Chief Financial Controller of Fund Officer since 1995. Resources, a division of SEI Corporation, March 1995- Present. Director--Internal Audit and Risk Management-- SEI 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. 6 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. COMPENSATION TABLE TOTAL COMPENSATION FROM REGISTRANT AND FUND COMPLEX PAID AGGREGATE PENSION OR RETIREMENT ESTIMATED ANNUAL TO TRUSTEES FOR THE NAME OF PERSON, COMPENSATION FROM BENEFITS ACCRUED AS BENEFITS UPON FISCAL YEAR ENDED POSITION REGISTRANT/(1)/ PART OF FUND EXPENSES RETIREMENT DECEMBER 31, 1994 /(1)(2)/ --------------- ----------------- --------------------- ---------------- ----------------------------- Donald Mann, Trustee***/**** $3,500 N/A N/A $3,500 Thomas Ehrhart, Trustee*/**** $7,000 N/A N/A $7,000 Raymond Konrad, Trustee $7,000 N/A N/A $7,000 Pasquale V. Mazzarulli, Trustee** $5,250 N/A N/A $5,250 Robert A. Nesher, Trustee**** $ 0 N/A N/A $ 0 - -------- /(1)/ Amounts do not include travel expenses. /(2)/ The rules of the Securities and Exchange Commission require separate disclosure of compensation of trustees for service on all investment companies within a "Fund Complex." In this instance the Trust constitutes the entire "Fund Complex" so the amounts set forth in this column are the same as those set forth in the first column. * The Trust is not aware of any transactions in securities issued by the Adviser prior to Mr. Ehrhart's retirement on May 22, 1995. ** Retired effective December 11, 1995. *** The Trust is not aware of any transactions in securities issued by the Adviser prior to Mr. Mann's retirement on December 7, 1994. **** A Trustee who is an "interested person" as defined in the Investment Company Act of 1940, as amended. 7 There were four meetings of the Board of Trustees held during the fiscal year ended December 31, 1994. In such fiscal year, all current 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 (after the retirement of Messrs. Ehrhart* and Mazzarulli) are Messrs. Konrad and Nesher*. The Audit Committee met twice during the fiscal year ended December 31, 1994. In such fiscal year, all members attended 100% of the meetings of the Audit Committee held during their respective terms. 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 - -------- * A Trustee who is an "interested person" as defined in the Investment Company Act of 1940, as amended. 8 AMOUNT OF BENEFICIAL PERCENT OF FUND NAME AND ADDRESS OWNERSHIP BENEFICIAL OWNERSHIP ---- ---------------- -------------- -------------------- Newark Beth Israel 449,482.55 15.08% Medical Center 201 Lyons Avenue 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 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 498,561.73 7.25% & Spicer 800 Alexander Park Princeton, NJ 08543 Tax-Exempt Money Market: Class A Shares United Jersey Bank 168,788,751.20 98.74% Attn: Patricia Kyritz P.O. Box 547 Hackensack, NJ 07602 9 AMOUNT OF BENEFICIAL PERCENT OF FUND NAME AND ADDRESS OWNERSHIP BENEFICIAL OWNERSHIP ---- ---------------- ------------- -------------------- 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 Cagnialosi 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 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 10 AMOUNT OF BENEFICIAL PERCENT OF FUND NAME AND ADDRESS OWNERSHIP BENEFICIAL OWNERSHIP ---- ---------------- ------------- -------------------- 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 36.47% 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 11 AMOUNT OF BENEFICIAL PERCENT OF FUND NAME AND ADDRESS OWNERSHIP BENEFICIAL OWNERSHIP ---- ---------------- ------------- -------------------- United Jersey Bank 183,554.909 7.07% c/o Eagle Trust Company Attn: Suzanne Levy 680 East Swedesford Road Wayne, PA 19087 Intermediate Term Government Securities: Class A Shares United Jersey Bank 449,134.30 15.86% 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 12 AMOUNT OF BENEFICIAL PERCENT OF FUND NAME AND ADDRESS OWNERSHIP BENEFICIAL OWNERSHIP ---- ---------------- ------------- -------------------- 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 380,114,388 42.74% Attn: Patricia Kyritz P.O. Box 547 Hackensack, NJ 07602 United Jersey Bank 439,869.498 49.45% 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 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 13 AMOUNT OF BENEFICIAL PERCENT OF FUND NAME AND ADDRESS OWNERSHIP BENEFICIAL OWNERSHIP ---- ---------------- ----------- -------------------- 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 14 AMOUNT OF BENEFICIAL PERCENT OF FUND NAME AND ADDRESS OWNERSHIP BENEFICIAL OWNERSHIP ---- ---------------- ------------- -------------------- United Jersey Bank 114,082.215 13.24% Attn: Patricia Kyritz P.O. Box 547 Hackensack, NJ 07602 U.S. Treasury Plus Money Market: Class A Shares John Zucarelli, 10,883,100.08 14.15% Lillian 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. REQUIRED VOTE Approval of the Proposal requires the affirmative vote of a plurality of the shares voted at a Meeting at which a majority of the Shares entitled to vote are present in person or represented by proxy. Abstentions and "broker non-votes" will not be counted for or against any Proposal to which it relates, but will be counted for purposes of determining whether a quorum is present. DISTRIBUTION SEI Financial Services Company ("SFS"), a wholly-owned subsidiary of SEI Corporation, 680 East Swedesford Road, Wayne, PA 19087, acts as the Distributor of the Trust's shares pursuant to a Distribution Agreement dated February 28, 1992, between the Trust and SFS. 15 ADJOURNMENT In the event that sufficient votes in favor of the Proposal set forth in the Notice of the Special Meeting are not received by the time scheduled for the meeting, the persons named as proxies may propose one or more adjournments of the meeting for a period or periods of not more than 60 days in the aggregate to permit further solicitation of proxies with respect to any of such Proposal. Any such adjournment will require the affirmative vote of a majority of the votes cast on the question in person or by proxy at the session of the meeting to be adjourned. The persons named as proxies will vote in favor of such adjournment those proxies which they are entitled to vote in favor of such Proposals. They will vote against any such adjournment those proxies required to be voted against any such Proposals. The costs of any such additional solicitation and of any adjourned session will be borne by the Trust. 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: January 4, 1996 16