AMENDMENT TO ADVISORY AGREEMENT
BETWEEN THE PILLAR FUNDS AND FLEET INVESTMENT ADVISORS, INC.
WHEREAS, the Board of Trustees of The Pillar Funds, a Massachusetts
business trust (the "Trust"), desires to retain Fleet Investment Advisors Inc.
(the "Adviser") on an interim basis pending approval by shareholders of the
Trust to render investment management services with respect to each of its
series (the "Funds"), and the Adviser is willing to render such services;
NOW, THEREFORE, for the period of time between the effective date of
the agreement entered into on March __, 2001 by and between the Trust and the
Adviser (the "Agreement") and the approval of the Agreement by majority of the
Funds' outstanding voting securities (the "Interim Period"), the Agreement is
hereby amended as follows
COMPENSATION OF THE ADVISER. The compensation earned under the Agreement during
the Interim Period shall be held in an interest-bearing escrow account with the
Funds' custodian or a bank.
If a majority of the Funds' outstanding voting securities approve the Agreement
with the Adviser during the Interim Period, the amount in the escrow account
(including interest earned) shall be paid to the Adviser. If a majority of the
Funds' outstanding voting securities do not approve a contract with the Adviser,
the Adviser shall be paid out of the escrow account, the lesser of (a) any costs
incurred in performing its duties in the Agreement (plus interest earned on that
amount while in escrow), or (b) the total amount in the escrow account (plus
interest earned).
All rights of compensation under the Agreement or this Amendment for services
performed during the Interim Period shall survive the termination of the
Agreement.
DURATION AND TERMINATION. The Agreement, unless sooner terminated as provided
below, shall remain in effect for the duration of the Interim Period or 150 days
from the effective date of this Amendment, whichever period is less.
The Agreement may be terminated as to any Fund at any time, without the payment
of any penalty by vote of a majority of the Trustees of the Trust or by vote of
a majority of the outstanding voting securities of the Fund on 10 days written
notice to the Adviser, or by the Adviser at any time without the payment of any
penalty, on 30 days written notice to the Trust. The Agreement will
automatically and immediately terminate in the event of its assignment. Any
notice under this Amendment shall be given in writing, addressed and delivered,
or mailed postpaid, to the other party at any office of such party.
DEFINITIONS. As used in this Amendment, the terms "assignment" and a "vote of a
majority of the outstanding voting securities" shall have the respective
meanings set forth in the Investment Company Act of 1940, as amended, and the
rules and regulations thereunder; subject to such exemptions as may be granted
by the Securities and Exchange Commission.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed
as of the day and year first written above.
THE PILLAR FUNDS FLEET INVESTMENT ADVISORS INC.
By: ____________________________ By: ____________________________
Attest: ____________________________ Attest: ____________________________
