AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST
30, 1996.
FILE NO. 33-4163
FILE NO. 811-4620
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 21 /X/
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. __ /X/
CRESTFUNDS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
32 SOUTH STREET
BALTIMORE, MARYLAND 21210
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (800) 273-7827
JEFFREY A. COHEN, CONTROLLER
680 EAST SWEDESFORD ROAD
WAYNE, PENNSYLVANIA 19087
(NAME AND ADDRESS OF AGENT FOR SERVICE)
Copies to:
DAVID M. CARTER, ESQUIRE
HUNTON & WILLIAMS
RIVERFRONT PLAZA, EAST TOWER
951 EAST BYRD STREET
RICHMOND, VIRGINIA 23219-4074
It is proposed that this filing will become effective (check
appropriate box)
x immediately upon filing pursuant to paragraph (b)
on [date] pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)
on [date] pursuant to paragraph (a) of Rule 485
75 days after filing pursuant to paragraph (a)
Pursuant to the provisions of Rule 24f-2 under the Investment
Company Act of 1940, an indefinite number of shares of common
stock is being registered by this Registration Statement.
Registrant's Rule 24f-2 Notice for fiscal year ended November 30,
1994 was filed on January 25, 1995. Registrant's Rule 24f-2
Notice for fiscal year ended November 30, 1995 was filed on
January 26, 1996.
<PAGE>
CRESTFUNDS, INC.
CROSS REFERENCE SHEET
POST-EFFECTIVE AMENDMENT NO. 21
N-1A ITEM NO. LOCATION
- -----------------------------------------------------------------
PART A - ALL CLASSES
Item 1. Cover Page Cover Page
Item 2. Synopsis Summary of Fund Expenses
Item 3. Condensed Financial The Funds' Financial
Information History; Performance
Item 4. General Description of Description of Common Stock;
Registrant Investment Objectives and
Policies; Investment
Limitations; Investment
Considerations; Appendix
Item 5. Management of the Trust Adviser; Description of
Common Stock; Administrator
and Distributor; Portfolio
Transactions; Banking Law
Matters; Other Fees;
Expenses of Funds
Item 6. Capital Stock and Description of Common Stock;
Other Securities How to Purchase, Exchange
and Redeem Shares; Dividends
and Taxes
Item 7. Purchase of Securities Administrator and
Being Offered Distributor; How to
Purchase, Exchange and
Redeem Fund Shares;
Distribution and Service
Plans
Item 8. Redemption or Repurchase How to Purchase, Exchange
and Redeem Fund Shares
Item 9. Pending Legal Proceedings *
PART B -
Item 10. Cover Page Cover Page
Item 11. Table of Contents Cover Page
Item 12. General Information and Directors and Officers and
History Affiliated Persons
Item 13. Investment Objectives and Investment Policies and
Policies Limitations; Investment
Practices; Portfolio
Transactions
Item 14. Management of the Directors and Officers
Registrant and Affiliated Persons
Item 15. Control Persons and Principal Holders of
Principal Holders Securities
Item 16. Investment Advisory and Directors and Officers
Other Services and Affiliated Persons; The
Adviser; Administrator and
Distributor; Transfer Agent;
Custodian; Auditor
Item 17. Brokerage Allocation Portfolio Transactions
Item 18. Capital Stock and Other *
Securities
Item 19. Purchase, Redemption, and Valuation of Portfolio
Pricing of Securities Securities; Additional
Being Offered Purchase and Redemption
Information; Additional
Information Regarding
Pricing and Redemptions
Item 20. Tax Status Distributions and Taxes
Item 21. Underwriters Administrator and
Distributor
Item 22. Calculation of Yield Fund Performance
Quotations
Item 23. Financial Statements Financial Statements
* Not applicable
<PAGE>
The Trust Class Prospectus for CrestFunds, Inc., included as
part of Post-Effective Amendment No. 20 to the Registrant's
Registration Statement on Form N-1A (File No. 33- 4163), filed
with the Securities and Exchange Commission on March 28, 1996
pursuant to Rule 485(b) under the Securities Act of 1933, as
amended, is hereby incorporated by reference as if set forth in
full herein.
<PAGE>
CrestFunds, Inc.
Trust Class
Supplement dated August 30, 1996 to the
Prospectus dated March 28, 1996
The Prospectus dated March 28, 1996 as it relates to the
Maryland Municipal Bond Fund is hereby amended and supplemented
by the addition of the following unaudited financial information
for the period ending May 31, 1996:
Maryland Municipal
Bond Fund*
Selected Per-Share Data
Net asset value, beginning
of period. . . . . . . . . . $10.00
Income from investment
operations:
Net investment income. . . . . 0.104
Net realized and unrealized gain/(loss)
on investments . . . . . . . ( 0.570)
Distributions:
Net investment income. . . . . ( 0.104)
Net asset value, end of
period . . . . . . . . . . . $ 9.43
Total Return . . . . . . . . . (17.45)%**
Ratios and Supplemental Data
Net assets, end of period
(thousands). . . . . . . . $3,279
Ratio of expenses to average
net assets . . . . . . . . 0.71%**
Ratio of expenses to average
net assets excluding
fee waivers. . . . . . . . . 1.36%**
Ratio of net interest income
to average net assets. . . . 4.33%**
Ratio of net investment income
to average net assets excluding
fee waivers. . . . . . . . . 3.68%**
* Commencement of operations for this class March 1, 1996.
** Annualized.
RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.
<PAGE>
The Investors Class Prospectus for CrestFunds, Inc.,
included as part of Post-Effective Amendment No. 20 to the
Registrant's Registration Statement on Form N-1A (File No.
33-4163), filed with the Securities and Exchange Commission on
March 28, 1996 pursuant to Rule 485(b) under the Securities Act
of 1933, as amended, is hereby incorporated by reference as if
set forth in full herein.
<PAGE>
CrestFunds, Inc.
Investors Class
Supplement dated August 30, 1996 to the
Prospectus dated March 28, 1996
The Prospectus dated March 28, 1996 as it relates to the
Maryland Municipal Bond Fund is hereby amended and supplemented
by the addition of the following unaudited financial information
for the period ending May 31, 1996:
Maryland Municipal
Bond Fund*
Selected Per-Share Data
Net asset value, beginning
of period. . . . . . . . . . $ 9.53
Income from investment
operations:
Net investment income. . . . . 0.036
Net realized and unrealized gain/(loss)
on investments . . . . . . . ( 0.102)
Distributions:
Net investment income. . . . . ( 0.034)
Net asset value, end of
period . . . . . . . . . . . $ 9.43
Total Return . . . . . . . . . ( 6.82)%**
Ratios and Supplemental Data
Net assets, end of period
(thousands). . . . . . . . $12
Ratio of expenses to average
net assets . . . . . . . . 1.57%**
Ratio of expenses to average
net assets excluding
fee waivers. . . . . . . . . 2.22%**
Ratio of net interest income
to average net assets. . . . 3.67%**
Ratio of net investment income
to average net assets excluding
fee waivers. . . . . . . . . 3.02%**
* Commencement of operations for this class April 25, 1996.
** Annualized.
RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.
<PAGE>
The Trust Class Statement of Additional Information for
CrestFunds, Inc., included as part of Post-Effective Amendment
No. 20 to the Registrant's Registration Statement on Form N-1A
(File No. 33-4163), filed with the Securities and Exchange
Commission on March 28, 1996 pursuant to Rule 485(b) under the
Securities Act of 1933, as amended, is hereby incorporated by
reference as if set forth in full herein.
<PAGE>
CrestFunds, Inc.
Trust Class
Supplement dated August 30, 1996 to the
Statement of Additional Information dated March 28, 1996
The Statement of Additional Information dated March 28, 1996
as it relates to the Maryland Municipal Bond Fund is hereby
amended and supplemented by the addition of the following
unaudited financial information for the period ended May 31,
1996.
<PAGE>
Statement of Net Assets CrestFunds, Inc.
May 31, 1996 Unaudited
Maryland Municipal Bond Fund
Face Market
Amount Value
(000) (000)
______ ______
Municipal Bonds (94.2%)
Maryland (94.2%)
Anne Arundel County, MD Public
Improvements, GO, Callable
02/01/04 @ 101.50
4.600%, 02/01/06 $250 $ 236
Baltimore County, MD Metropolitan District
Water Utility Improvements, Ser 64, GO,
Callable 08/01/03 @ 102
5.000%, 08/01/13 100 92
Baltimore, MD Water Projects, Ser A,
RB, FGIC
5.000%, 07/01/24 100 87
Calvert County, MD Pollution Control
Revenue, Baltimore Gas & Electric
Company Project, RB, Callable
07/15/04 @ 102
5.550%, 07/15/14 150 143
Harford County, MD Refunding Bond, GO,
Callable 12/01/03 @ 102
4.900%, 12/01/12 100 90
Howard County, MD Public Improvements,
Ser A, GO Callable 02/15/05 @ 101
5.650%, 02/15/16 100 97
Maryland Lease MN
3.500%, 06/06/96 (A) 100 100
Maryland State Community Development
Administration, Multi-Family Housing
Project, Ser B, RB Callable 05/15/05 @ 102
5.650%, 05/15/15 (B) 115 110
Maryland State Health & Higher Educational
Facilities Authority, Good Samaritan
Hospital Project, RB Callable 07/01/03 @ 102
5.750%, 07/01/19 100 96
Maryland State Health & Higher Educational
Facilities Authority, Suburban Hospital
Project, RB, FGIC Callable 07/01/03 @ 102
5.125%, 07/01/21 100 89
Maryland State Health & Higher Educational
Facilities Authority, John Hopkins Medical
Institution Project, RB, AMBAC
4.600%, 07/01/01 100 99
Maryland State Industrial Development
Authority, Holy Cross Health System
Project, RB Callable 12/01/03 @ 102
5.500%, 12/01/15 100 92
Maryland State Public Improvements,
Ser 1, GO, Callable 02/15/06 @ 101.50
4.700%, 02/15/10 400 357
Maryland State Transportation Authority,
Transportation Facilities Project, RB ETM
6.800%, 07/01/16 120 130
Face Market
Amount Value
(000) (000)
______ ______
Montgomery County, MD Refunding Bond,
Ser A, GO
5.800%, 07/01/07 $500 $ 518
Montgomery County, MD Community
Housing Authority, Multi-Family
Housing Project, Ser A, RB Callable
07/01/05 @ 102
6.000%, 07/01/20 (B) 100 99
Montgomery County, MD Pollution Control
Revenue, Potomac Electric Power
Company Project, RB, Callable
02/15/04 @ 102
5.375%, 02/15/24 100 90
Ocean City, MD Refunding Bond, GO, MBIA
4.500%, 10/15/05 100 94
Prince Georges County, MD Water Utility
Improvements, Stormwater Management
Project, GO Callable 03/15/03 @ 102
5.500%, 03/15/13 100 96
University of Maryland, Auxiliary Facilities
Project, Ser A, RB, Callable 04/01/05 @ 102
5.400%, 04/01/09 100 98
Washington County, MD Refunding Bond,
GO, Callable 01/01/03 @ 102 FGIC
5.250%, 01/01/07 100 99
Washington Suburban Sanitation District,
MD Refunding Bond, GO, Callable
06/01/04 @ 102
5.000%, 06/01/14 100 90
Worcester County, MD Refunding Bond,
GO, Callable 08/01/06 @ 101 MBIA
5.500%, 08/01/12 100 99
Total Municipal Bonds
(Cost $3,255,330) 3,101
Cash Equivalents (4.5%)
Aim Tax Free Institutional Cash Reserve 34 34
Federated Maryland Municipal Cash Trust 113 113
Total Cash Equivalents
(Cost $147,326) 147
Total Investments (98.7%)
(Cost $3,402,656) 3,248
Other Assets and Liabilities (1.3%)
Other Assets and Liabilities, Net 43
<PAGE>
Statement of Net Assets CrestFunds, Inc.
May 31, 1996 Unaudited
Maryland Municipal Bond Fund (concluded)
Market
Value
(000)
_____
Net Assets:
Fund Shares of Trust Class ($.001 par value - .9 billion)
based on 347,669 outstanding shares $3,440
Fund Shares of Investor Class B ($.001 par value -
50 million) based on 1,265 outstanding shares 12
Net Unrealized Depreciation of Investments (155)
Accumulated Net Realized Loss on Investments (7)
Net Undistributed Investment Income 1
Total Net Assets: (100.0%) $3,291
Net Asset Value, Offering Price and Redemption
Price Per Share-Trust Class
(3,278,633 divided by 347,669
Shares Outstanding) $9.43
Net Asset Value, Offering Price and Redemption
Price Per Share-Investor Class B
($11,930 divided by 1,265 Shares Outstanding) $9.43
(A) Floating Rate Security-the rate reflected on the Statement of
Net Assets is the rate in effect on May 31, 1996. The date
reported on the Statement of Net Assets is the later of the date
on which the security can be redeemed at par or the next date on
which the rate of interest is adjusted.
(B) Security backed by letter of credit or credit support.
AMBAC - American Municipal Bond Assurance Corporation
ETM - Escrowed to Maturity
FGIC - Federal Guaranty Insurance Company
GO - General Obligation
MBIA - Municipal Bond Investors Assurance
MN - Master Note
RB - Revenue Bond
Ser - Series
The accompanying notes are an integral part of the financial
statements.
<PAGE>
Statement of Operations CrestFunds, Inc.
For the Period Ended May 31, 1996 Unaudited
(In Thousands)
Maryland
Municipal
Bond Fund (1)
Interest Income: $ 38
Dividend Income: -
Expenses:
Investment Advisory Fees 5
Waiver of Investment Advisory Fees (4)
Administrative Fees 1
Waiver of Administrative Fees (1)
Custodian/Transfer Agent Fees 2
Professional Fees -
Trustee Fees -
Registration & Filing Fees 1
Insurance Expense -
Distribution Fees-Trust Class -
Waiver of Distribution Fees-
Trust Class -
Distribution Fees-Investors Class A -
Waiver of Distribution Fees-
Investors Class A -
Distribution Fees-Investors Class B -
Waiver of Distribution Fees-
Investors Class B -
Printing Fees -
Miscellaneous Fees -
Total Expenses 4
Net Investment Income 34
Net Realized Gain (Loss)
on Investments (7)
Change in Net Unrealized Appreciation
(Depreciation) of Investments (155)
Change in Net Realized and Unrealized
Gain (Loss) on Investments (162)
Increase (Decrease) in Net Assets Resulting
from Operations (128)
(1) Commenced operations on March 1, 1996.
Amounts designated as "-" are either $0 or have been rounded to
$0.
The accompanying notes are an integral part of the financial
statements.
<PAGE>
Statement of Changes in Net Assets CrestFunds, Inc.
Period Ended May 31, 1996
(unaudited)
(In Thousands)
Maryland
Municipal
Bond Fund (1)
03/01/96
to 05/31/96
Investment Activities:
Net Investment Income $ 34
Net Realized Gain (Loss) on Investments (7)
Change in Net Unrealized Appreciation (Depreciation)
of investments (155)
Increase (Decrease) in Net Assets Resulting From Operations (128)
Distribution to Shareholders:
Net Investment Income
Trust Class (33)
Investors Class A -
Investors Class B -
In Excess of Net Investment Income
Trust Class -
Investors Class A -
Investors Class B -
Capital Gains
Trust Class -
Investors Class A -
Investors Class B -
In Excess of Capital Gains
Trust Class -
Investors Class A -
Investors Class B -
Total Distributions (33)
Change in Net Assets (161)
Capital Share Transactions:
Trust Class:
Shares Issued 3,498
Shares Issued in Lieu of Cash Distributions -
Shares Redeemed (58)
Total Trust Class Transactions 3,440
Investor Class A:
Shares Issued -
Shares Issued in Lieu of Cash Distributions -
Shares Redeemed -
Total Investor Class A Transactions -
Investor Class B:
Shares Issued 12
Shares Issued in Lieu of Cash Distributions -
Shares Redeemed -
Total Investor Class B Transactions 12
Net Increase (Decrease) in Net Assets from
Capital Share Transactions 3,452
Total Increase in Net Assets 3,291
Net Assets:
Beginning of Period: -
Net Assets:
End of Period: $ 3,291
Shares Issued and Redeemed:
Trust Class:
Shares Issued 354
Shares Issued in Lieu of Cash Distributions -
Shares Redeemed (6)
Total Trust Class Share Transactions 348
Investor Class A:
Shares Issued 1
Shares Issued in Lieu of Cash Distributions -
Shares Redeemed -
Total Investor Class A Share Transactions 1
Investor Class B:
Shares Issued -
Shares Issued in Lieu of Cash Distributions -
Shares Redeemed -
Total Investor Class B Share Transactions -
Net Increase (Decrease) from Capital Share Transactions 349
(1) Commenced operations on March 1, 1996.
Amounts designated as "-" are either $0 or have been rounded to
$0.
The accompanying notes are an integral part of the financial
statements.
<PAGE>
Financial Highlights CrestFunds, Inc.
For a Share Outstanding Throughout the Period
Ended May 31, 1996 (unaudited).
Investment Activities
Net Net
Asset Realized
Value, and Distributions
Begin- Net Unrealized Net
ning Invest- Gain(Loss) Invest-
of ment on ment Capital
Period Income Investments Income Gains
Maryland Municipal Bond Fund
Trust Class
1996 (12) $10.00 0.104 (0.570) (0.104) -
Ratio
Ratio of of Net
Expenses Invest-
Net Net Ratio of to ment
Asset Assets, Expenses Average Income
Value, End to Net Assets to
End of Average Excluding Average
of Total Period Net Fee Net
Period Return (000) Assets Waivers Assets
$ 9.43 (17.45%)* $ 3,279 0.71%* 1.36%* 4.33%*
Ratio of Net
Investment
Income to
Average
Net Assets Portfolio Average
Excluding Turnover Commission
Fee Waivers Rate Rate(A)
3.68%* 3% n/a
Investment Activities
Net Net
Asset Realized
Value, and Distributions
Begin- Net Unrealized Net
ning Invest- Gain(Loss) Invest-
of ment on ment Capital
Period Income Investments Income Gains
Investors Class B (**)
1996 (13) 9.53 0.036 (0.102) (0.034) -
Ratio
Ratio of of Net
Expenses Invest-
Net Net Ratio of to ment
Asset Assets, Expenses Average Income
Value, End to Net Assets to
End of Average Excluding Average
of Total Period Net Fee Net
Period Return (000) Assets Waivers Assets
$ 9.43 (6.82%)* $ 12 1.57%* 2.22%* 3.67%*
Ratio of Net
Investment
Income to
Average
Net Assets Portfolio Average
Excluding Turnover Commission
Fee Waivers Rate Rate(A)
3.02%* 3% n/a
Amounts designated as "__" are either $0 or have been rounded to
$0.
(A) Average commission rate paid per share for the security
purchases and sales made during the period. Presentation of the
rate is only required for fiscal years beginning after September
1, 1995.
(12) Commencement of operations for this class March 1, 1996.
(13) Commencement of operations for this class April 25, 1996.
* Annualized.
** Total Return does not reflect the sales charge or redemption
charge, where applicable.
The accompanying notes are an integral part of the financial
statements.
<PAGE>
Notes to Financial Statements CrestFunds, Inc.
May 31, 1996 Unaudited
1. Organization
CrestFunds, Inc. (the Company) is registered under the Investment
Company Act of 1940 (the "1940 Act"), as amended, as an open-end,
management investment company organized as a Maryland
corporation. The Company currently has twelve investment
portfolios (individually a Fund and collectively the "Funds").
The Funds offer one or more of three classes of shares, the Trust
Class Shares, the Investors Class A Shares and the Investors
Class B Shares. The Funds include:
EQUITY FUNDS
Value Fund
Special Equity Fund
Capital Appreciation Fund
BOND FUNDS
Limited Term Bond Fund
(previously known as Short/Intermediate Bond Fund)
Intermediate Bond Fund
(previously known as Bond Fund)
Virginia Intermediate Municipal Bond Fund
(previously known as Virginia Municipal Bond Fund)
Virginia Municipal Bond Fund
Government Bond Fund
Maryland Municipal Bond Fund
MONEY MARKET FUNDS
Cash Reserve Fund
U.S. Treasury Money Fund
Tax Free Money Fund
The Funds' prospectus provides a description of each funds
investment objectives, policies and strategies.
2. Significant Accounting Policies
The following is a summary of significant accounting policies
followed by the Funds:
Security Valuation-Investment securities held by the Money Market
Funds are stated at amortized cost, which approximates market
value. Under this valuation method, purchase discount and
premiums are accredited and amortized ratably to maturity and are
included in interest income.
Investments in equity securities held by the Non-Money Market
Funds which are traded on a national securities exchange (or
reported on the NASDAQ national market system) are stated at the
last quoted sale price if readily available for each equity
securities on each business day; other equity securities traded
in the over-the-counter markets and listed equity securities for
which no sale was reported on that date are stated at the last
quoted bid price. Debt obligations exceeding sixty days to
maturity for which market quotations are readily available are
valued at the most recent quoted bid price. Debt obligations with
sixty days or less remaining until maturity may be valued at
their amortized cost. Restricted securities for which quotations
are not readily available are valued at fair value using methods
determined in good faith under general supervision of the Funds'
Directors.
Federal Income Taxes-It is each Fund's intention to continue to
qualify as a regulated investment company for Federal income tax
purposes and distribute all of its taxable income and net capital
gains. Accordingly, no provision for Federal income taxes is
required.
Dividends and Distributions to Shareholders-Distribution from net
investment income for the Money Market Funds and Bond Funds are
declared daily and paid monthly. Each of the Equity Funds declare
and pay dividends from net investment income monthly. Any net
realized capital gains will be distributed at least annually for
all Funds. Dividends and distributions are determined in
accordance with income tax regulations which may differ from
generally accepted accounting principles. These differences are
primarily due to differing treatments for deferral of wash sales
losses and post October losses.
Classes-Class specific expenses are borne by that class. Income,
non-class specific expenses and realized/unrealized gains and
losses are allocated to the respective classes on the basis of
the relative daily net assets.
Security Transactions and Investment Income-Security transactions
are accounted for on the date the security is purchased or sold
(trade date). Costs used in determining realized gains and losses
on the sale of investment securities are those of the specific
securities sold adjusted for the accretion and amortization of
purchase discounts and premiums during the respective holding
periods. Interest income is recorded on the accrual basis;
dividend income is recorded on the ex-dividend date.
Repurchase Agreements-Each Fund, with the exception of Tax Free
Money Fund, Virginia Intermediate Municipal Bond Fund, Virginia
Municipal Bond Fund, and Maryland Municipal Bond Fund may invest
in repurchase agreements. The Funds, through their sub-custodian,
receive delivery of the underlying securities, whose market value
including interest is required to be at least 102% of the resale
price. The Funds' investment advisor, Capitoline Investment
Services Incorporated, is responsible for determining that the
value of these underlying securities remains at least 102% of the
resale price. If the seller defaults, the Fund would suffer a
loss to the extent that the proceeds from the sale of the
underlying securities were less than the resale price.
3. Fees and Other Transactions with Affiliates
Management Fees-The Company's investment advisor is Capitoline
Investment Services Incorporated (the Advisor), a wholly owned
subsidiary of Crestar Bank. Pursuant to an Investment Advisory
Agreement, the Advisor is paid for advisory services to each Fund
at the annual rate based on the following fee schedule; Cash
Reserve Fund, U.S. Treasury Money Fund and Tax Free Money Fund;
.40% of each Fund's average daily net assets for the first $500
million of net assets; .35% of each Fund's average daily net
assets on the next $500 million of net assets; .30% of each
Fund's average daily net assets on all remaining net assets;
Capital Appreciation Fund, Value Fund and Special Equity Fund;
.75% of each Fund's average daily net assets; Limited Term Bond
Fund and Virginia Intermediate Municipal Bond Fund; .50% of each
Fund's average daily net assets; Intermediate Bond Fund,
Government Bond Fund, Maryland Municipal Bond Fund and Virginia
Municipal Bond Fund; .60% of each Fund's average daily net
assets. The Advisor has voluntarily agreed to waive a portion of
its fee for Virginia Municipal Bond Fund and Government Bond Fund
in order to limit Advisory Fee to .50% for each Fund. In
addition, the Advisor has voluntarily agreed to waive a portion
of its fee to limit advisory fee to .10% for the Maryland
Municipal Bond Fund.
Administration and Distribution Fees-SEI Fund Resources (the
Administrator), a Delaware business trust, serves as
administrator to the Company. SEI Financial Management
Corporation, a wholly-owned subsidiary of SEI Corporation, is the
owner of all beneficial interest in the Administrator. The
Administrator provides the Company with administrative services,
including fund accounting, and regulatory reporting and is
entitled to receive a fee at an annual rate of .15% of the
average daily net assets of the Funds. The Administrator has
voluntarily agreed to waive a portion of its
fee for Government Bond Fund, Virginia Municipal Bond Fund and
Maryland Municipal Bond Fund in order to limit operating
expenses.
SEI Financial Services Company (the Distributor), a wholly-owned
subsidiary of SEI Corporation, serves as distributor of each
Fund's shares pursuant to a distribution agreement with the
Company. The Trust Class and Investors Class A shares of the
Funds have a separate distribution plan (the 12b-1 Plan) pursuant
to Rule 12b-1 under the 1940 Act. As provided in the 12b-1 Plan,
the Trust Class and Investors Class A shares of the Funds pay the
Distributor as compensation for its services .15% of the
aggregate average daily net assets of such classes of the Funds.
The Distributor has agreed to waive any fees payable pursuant to
the 12b-1 Plan.
In addition, the Investors Class A shares of the Money Market
Funds have a distribution plan (the Investors Class A Plan)
pursuant to Rule 12b-1 under the 1940 Act. As provided in the
Investors Class A Plan, the Investors Class A shares of the Money
Market Funds pay the Distributor as compensation for its services
.25% of such Class average daily net assets. The distributor has
agreed to waive any fees payable pursuant to the Investors Class
A Plan.
The Investors Class B shares of the Funds have a distribution
plan (the B Shares Plan) pursuant to Rule 12b-1 under the 1940
Act. As provided in the B Shares Plan, the Investors Class B
shares of the Funds pay the Distributor as compensation for its
services .75% of the aggregate average daily net assets of such
class of the Funds. In addition, pursuant to the B Share Plan,
the Distributor is compensated at an annual rate of .25% of the B
shares' average net assets for providing ongoing Shareholder
support services to investors in B shares. The Distributor has
agreed to waive a portion of its fees pursuant to the B Shares
Plan in order to limit Distribution Fees to .85% for each Fund,
except for the Value Fund for which the limit is .65%.
Transfer Agent and Custodian Fees-Crestar Bank serves as the
Company's transfer agent and dividend disbursing agent and is
compensated for those services monthly by each Fund at an annual
rate of .05% of the Fund's average daily net assets for the Trust
Class and .06% of the Fund's average daily net assets for the
Investors Class A and Investors Class B. In addition, Crestar
Bank serves as the Company's custodian and is compensated at an
annual rate of up to .04% of each Fund's average daily net
assets.
Contingent Deferred Sales Charge (CDSC)-A CDSC is imposed on
certain redemptions of Investors Class B shares. The CDSC varies
depending on the number of years from the time of payment for the
purchase of Investors Class B shares until the redemption of such
shares.
Contingent
From Date of Deferred Sales
Purchase Charge
Year 1 5.00%
Year 2 4.00%
Year 3 3.00%
Year 4 3.00%
Year 5 2.00%
Year 6 1.00%
Year 7 0.00%
Year 8 Conversion to A Shares
4. Investment Transactions
The cost of security purchases and the proceeds from the sale of
securities, including U.S. Government securities, other than
temporary cash investments, during the period ended May 31, 1996.
Purchase Sales
(000) (000)
Limited Term Bond $ 20,129 $ 18,274
Intermediate Bond 41,914 15,389
Government Bond 6,954 1,293
Virginia Intermediate Municipal Bond 11,324 5,392
Virginia Municipal Bond 6,245 1,245
Maryland Municipal Bond 3,255 92
Value 224,305 162,389
Capital Appreciation 15,016 13,011
Special Equity 17,795 14,001
At May 31, 1996, the total cost of securities and the net
realized gains or losses on securities sold for Federal income
tax purposes was not materially different from amounts reported
for financial reporting purposes. The aggregate gross unrealized
appreciation and depreciation on securities at May 31, 1996, for
each Fund is as follows:
Net
Appreciation Depreciation Appreciation/Depreciation
(000) (000) (000)
Limited Term Bond $ 195 $1,904 $(1,709)
Intermediate Bond 444 2,673 (2,229)
Government Bond 67 344 (277)
Virginia Intermediate
Municipal Bond 159 1,023 (864)
Virginia Municipal Bond 35 355 (320)
Maryland Municipal Bond - 155 (155)
Value 36,440 3,024 33,416
Capital Appreciation 3,504 616 2,888
Special Equity 16,211 1,300 14,911
Subsequent to October 31, 1995, the Funds recognized net capital
losses for tax purposes that have been deferred to 1996 and can
be used to offset future capital gains at November 30, 1996. the
Funds also had capital losses carryforward at November 30, 1995,
to the extent provided in the regulations for Federal income tax
as follows:
Capital loss
Carryover
11/30/95 Expires 2000 Expires 2001
Cash Reserve $ 86,053 $ - $ -
Tax Free Money 10,083 8,372 1,711
Limited Term Bond 1,038,806 - -
Intermediate Bond 2,471,343 - -
Virginia Intermediate
Municipal Bond 942,826 - -
Capital Appreciation - - -
Special Equity 83,520 - -
Post
10/31/95
Expires 2002 Expires 2003 Deferred Losses
Cash Reserve $ 71,692 $ 14,361 $ -
Tax Free Money - - -
Limited Term Bond 784,783 254,023 -
Intermediate Bond 1,803,687 667,656 -
Virginia Intermediate
Municipal Bond 544,784 398,042 -
Capital Appreciation - - 43,163
Special Equity - 83,520 -
5. Concentration of Credit Risk
The Virginia Intermediate Municipal Bond Fund, the Virginia
Municipal Bond Fund, and the Maryland Municipal bond Fund invest
in debt securities in their respective states. The ability of the
issuers of the securities held by the Funds to meet their
obligations may be affected by economic or political conditions
in that state.
This report and the financial statements contained herein are
submitted for the general information of the shareholders of the
Company. The report is not authorized for distribution to
prospective investors in the Company, unless preceded or
accompanied by an effective prospectus. Neither the Company nor
SEI Financial Services Company is a bank and Company shares are
not obligations of or guaranteed by any bank or insured by the
FDIC, the Federal Reserve Board or any other agency. Investing in
mutual funds involves risks, including the possible loss of
principal amount invested. An investment in a money market fund
is neither insured nor guaranteed by the U.S. Government, and
there can be no assurance that a money market fund will maintain
a stable $1.00 share price. SEI Financial Services Company and
Crestar Bank are not affiliated.
<PAGE>
The Investors Class Statement of Additional Information for
CrestFunds, Inc., included as part of Post-Effective Amendment
No. 20 to the Registrant's Registration Statement on Form N-1A
(File No. 33-4163), filed with the Securities and Exchange
Commission on March 28, 1996 pursuant to Rule 485(b) under the
Securities Act of 1933, as amended, is hereby incorporated by
reference as if set forth in full herein.
<PAGE>
CrestFunds, Inc.
Investors Class
Supplement dated August 30, 1996 to the
Statement of Additional Information dated March 28, 1996
The Statement of Additional Information dated March 28, 1996
as it relates to the Maryland Municipal Bond Fund is hereby
amended and supplemented by the addition of the following
unaudited financial information for the period ended May 31,
1996.
<PAGE>
Statement of Net Assets CrestFunds, Inc.
May 31, 1996 Unaudited
Maryland Municipal Bond Fund
Face Market
Amount Value
(000) (000)
______ ______
Municipal Bonds (94.2%)
Maryland (94.2%)
Anne Arundel County, MD Public
Improvements, GO, Callable
02/01/04 @ 101.50
4.600%, 02/01/06 $250 $ 236
Baltimore County, MD Metropolitan District
Water Utility Improvements, Ser 64, GO,
Callable 08/01/03 @ 102
5.000%, 08/01/13 100 92
Baltimore, MD Water Projects, Ser A,
RB, FGIC
5.000%, 07/01/24 100 87
Calvert County, MD Pollution Control
Revenue, Baltimore Gas & Electric
Company Project, RB, Callable
07/15/04 @ 102
5.550%, 07/15/14 150 143
Harford County, MD Refunding Bond, GO,
Callable 12/01/03 @ 102
4.900%, 12/01/12 100 90
Howard County, MD Public Improvements,
Ser A, GO Callable 02/15/05 @ 101
5.650%, 02/15/16 100 97
Maryland Lease MN
3.500%, 06/06/96 (A) 100 100
Maryland State Community Development
Administration, Multi-Family Housing
Project, Ser B, RB Callable 05/15/05 @ 102
5.650%, 05/15/15 (B) 115 110
Maryland State Health & Higher Educational
Facilities Authority, Good Samaritan
Hospital Project, RB Callable 07/01/03 @ 102
5.750%, 07/01/19 100 96
Maryland State Health & Higher Educational
Facilities Authority, Suburban Hospital
Project, RB, FGIC Callable 07/01/03 @ 102
5.125%, 07/01/21 100 89
Maryland State Health & Higher Educational
Facilities Authority, John Hopkins Medical
Institution Project, RB, AMBAC
4.600%, 07/01/01 100 99
Maryland State Industrial Development
Authority, Holy Cross Health System
Project, RB Callable 12/01/03 @ 102
5.500%, 12/01/15 100 92
Maryland State Public Improvements,
Ser 1, GO, Callable 02/15/06 @ 101.50
4.700%, 02/15/10 400 357
Maryland State Transportation Authority,
Transportation Facilities Project, RB ETM
6.800%, 07/01/16 120 130
Face Market
Amount Value
(000) (000)
______ ______
Montgomery County, MD Refunding Bond,
Ser A, GO
5.800%, 07/01/07 $500 $ 518
Montgomery County, MD Community
Housing Authority, Multi-Family
Housing Project, Ser A, RB Callable
07/01/05 @ 102
6.000%, 07/01/20 (B) 100 99
Montgomery County, MD Pollution Control
Revenue, Potomac Electric Power
Company Project, RB, Callable
02/15/04 @ 102
5.375%, 02/15/24 100 90
Ocean City, MD Refunding Bond, GO, MBIA
4.500%, 10/15/05 100 94
Prince Georges County, MD Water Utility
Improvements, Stormwater Management
Project, GO Callable 03/15/03 @ 102
5.500%, 03/15/13 100 96
University of Maryland, Auxiliary Facilities
Project, Ser A, RB, Callable 04/01/05 @ 102
5.400%, 04/01/09 100 98
Washington County, MD Refunding Bond,
GO, Callable 01/01/03 @ 102 FGIC
5.250%, 01/01/07 100 99
Washington Suburban Sanitation District,
MD Refunding Bond, GO, Callable
06/01/04 @ 102
5.000%, 06/01/14 100 90
Worcester County, MD Refunding Bond,
GO, Callable 08/01/06 @ 101 MBIA
5.500%, 08/01/12 100 99
Total Municipal Bonds
(Cost $3,255,330) 3,101
Cash Equivalents (4.5%)
Aim Tax Free Institutional Cash Reserve 34 34
Federated Maryland Municipal Cash Trust 113 113
Total Cash Equivalents
(Cost $147,326) 147
Total Investments (98.7%)
(Cost $3,402,656) 3,248
Other Assets and Liabilities (1.3%)
Other Assets and Liabilities, Net 43
<PAGE>
Statement of Net Assets CrestFunds, Inc.
May 31, 1996 Unaudited
Maryland Municipal Bond Fund (concluded)
Market
Value
(000)
_____
Net Assets:
Fund Shares of Trust Class ($.001 par value - .9 billion)
based on 347,669 outstanding shares $3,440
Fund Shares of Investor Class B ($.001 par value -
50 million) based on 1,265 outstanding shares 12
Net Unrealized Depreciation of Investments (155)
Accumulated Net Realized Loss on Investments (7)
Net Undistributed Investment Income 1
Total Net Assets: (100.0%) $3,291
Net Asset Value, Offering Price and Redemption
Price Per Share-Trust Class
(3,278,633 divided by 347,669
Shares Outstanding) $9.43
Net Asset Value, Offering Price and Redemption
Price Per Share-Investor Class B
($11,930 divided by 1,265 Shares Outstanding) $9.43
(A) Floating Rate Security-the rate reflected on the Statement of
Net Assets is the rate in effect on May 31, 1996. The date
reported on the Statement of Net Assets is the later of the date
on which the security can be redeemed at par or the next date on
which the rate of interest is adjusted.
(B) Security backed by letter of credit or credit support.
AMBAC - American Municipal Bond Assurance Corporation
ETM - Escrowed to Maturity
FGIC - Federal Guaranty Insurance Company
GO - General Obligation
MBIA - Municipal Bond Investors Assurance
MN - Master Note
RB - Revenue Bond
Ser - Series
The accompanying notes are an integral part of the financial
statements.
<PAGE>
Statement of Operations CrestFunds, Inc.
For the Period Ended May 31, 1996 Unaudited
(In Thousands)
Maryland
Municipal
Bond Fund (1)
Interest Income: $ 38
Dividend Income: -
Expenses:
Investment Advisory Fees 5
Waiver of Investment Advisory Fees (4)
Administrative Fees 1
Waiver of Administrative Fees (1)
Custodian/Transfer Agent Fees 2
Professional Fees -
Trustee Fees -
Registration & Filing Fees 1
Insurance Expense -
Distribution Fees-Trust Class -
Waiver of Distribution Fees-
Trust Class -
Distribution Fees-Investors Class A -
Waiver of Distribution Fees-
Investors Class A -
Distribution Fees-Investors Class B -
Waiver of Distribution Fees-
Investors Class B -
Printing Fees -
Miscellaneous Fees -
Total Expenses 4
Net Investment Income 34
Net Realized Gain (Loss)
on Investments (7)
Change in Net Unrealized Appreciation
(Depreciation) of Investments (155)
Change in Net Realized and Unrealized
Gain (Loss) on Investments (162)
Increase (Decrease) in Net Assets Resulting
from Operations (128)
(1) Commenced operations on March 1, 1996.
Amounts designated as "-" are either $0 or have been rounded to
$0.
The accompanying notes are an integral part of the financial
statements.
<PAGE>
Statement of Changes in Net Assets CrestFunds, Inc.
Period Ended May 31, 1996
(unaudited)
(In Thousands)
Maryland
Municipal
Bond Fund (1)
03/01/96
to 05/31/96
Investment Activities:
Net Investment Income $ 34
Net Realized Gain (Loss) on Investments (7)
Change in Net Unrealized Appreciation (Depreciation)
of investments (155)
Increase (Decrease) in Net Assets Resulting From Operations (128)
Distribution to Shareholders:
Net Investment Income
Trust Class (33)
Investors Class A -
Investors Class B -
In Excess of Net Investment Income
Trust Class -
Investors Class A -
Investors Class B -
Capital Gains
Trust Class -
Investors Class A -
Investors Class B -
In Excess of Capital Gains
Trust Class -
Investors Class A -
Investors Class B -
Total Distributions (33)
Change in Net Assets (161)
Capital Share Transactions:
Trust Class:
Shares Issued 3,498
Shares Issued in Lieu of Cash Distributions -
Shares Redeemed (58)
Total Trust Class Transactions 3,440
Investor Class A:
Shares Issued -
Shares Issued in Lieu of Cash Distributions -
Shares Redeemed -
Total Investor Class A Transactions -
Investor Class B:
Shares Issued 12
Shares Issued in Lieu of Cash Distributions -
Shares Redeemed -
Total Investor Class B Transactions 12
Net Increase (Decrease) in Net Assets from
Capital Share Transactions 3,452
Total Increase in Net Assets 3,291
Net Assets:
Beginning of Period: -
Net Assets:
End of Period: $ 3,291
Shares Issued and Redeemed:
Trust Class:
Shares Issued 354
Shares Issued in Lieu of Cash Distributions -
Shares Redeemed (6)
Total Trust Class Share Transactions 348
Investor Class A:
Shares Issued 1
Shares Issued in Lieu of Cash Distributions -
Shares Redeemed -
Total Investor Class A Share Transactions 1
Investor Class B:
Shares Issued -
Shares Issued in Lieu of Cash Distributions -
Shares Redeemed -
Total Investor Class B Share Transactions -
Net Increase (Decrease) from Capital Share Transactions 349
(1) Commenced operations on March 1, 1996.
Amounts designated as "-" are either $0 or have been rounded to
$0.
The accompanying notes are an integral part of the financial
statements.
<PAGE>
Financial Highlights CrestFunds, Inc.
For a Share Outstanding Throughout the Period
Ended May 31, 1996 (unaudited).
Investment Activities
Net Net
Asset Realized
Value, and Distributions
Begin- Net Unrealized Net
ning Invest- Gain(Loss) Invest-
of ment on ment Capital
Period Income Investments Income Gains
Maryland Municipal Bond Fund
Trust Class
1996 (12) $10.00 0.104 (0.570) (0.104) -
Ratio
Ratio of of Net
Expenses Invest-
Net Net Ratio of to ment
Asset Assets, Expenses Average Income
Value, End to Net Assets to
End of Average Excluding Average
of Total Period Net Fee Net
Period Return (000) Assets Waivers Assets
$ 9.43 (17.45%)* $ 3,279 0.71%* 1.36%* 4.33%*
Ratio of Net
Investment
Income to
Average
Net Assets Portfolio Average
Excluding Turnover Commission
Fee Waivers Rate Rate(A)
3.68%* 3% n/a
Investment Activities
Net Net
Asset Realized
Value, and Distributions
Begin- Net Unrealized Net
ning Invest- Gain(Loss) Invest-
of ment on ment Capital
Period Income Investments Income Gains
Investors Class B (**)
1996 (13) 9.53 0.036 (0.102) (0.034) -
Ratio
Ratio of of Net
Expenses Invest-
Net Net Ratio of to ment
Asset Assets, Expenses Average Income
Value, End to Net Assets to
End of Average Excluding Average
of Total Period Net Fee Net
Period Return (000) Assets Waivers Assets
$ 9.43 (6.82%)* $ 12 1.57%* 2.22%* 3.67%*
Ratio of Net
Investment
Income to
Average
Net Assets Portfolio Average
Excluding Turnover Commission
Fee Waivers Rate Rate(A)
3.02%* 3% n/a
Amounts designated as "__" are either $0 or have been rounded to
$0.
(A) Average commission rate paid per share for the security
purchases and sales made during the period. Presentation of the
rate is only required for fiscal years beginning after September
1, 1995.
(12) Commencement of operations for this class March 1, 1996.
(13) Commencement of operations for this class April 25, 1996.
* Annualized.
** Total Return does not reflect the sales charge or redemption
charge, where applicable.
The accompanying notes are an integral part of the financial
statements.
<PAGE>
Notes to Financial Statements CrestFunds, Inc.
May 31, 1996 Unaudited
1. Organization
CrestFunds, Inc. (the Company) is registered under the Investment
Company Act of 1940 (the "1940 Act"), as amended, as an open-end,
management investment company organized as a Maryland
corporation. The Company currently has twelve investment
portfolios (individually a Fund and collectively the "Funds").
The Funds offer one or more of three classes of shares, the Trust
Class Shares, the Investors Class A Shares and the Investors
Class B Shares. The Funds include:
EQUITY FUNDS
Value Fund
Special Equity Fund
Capital Appreciation Fund
BOND FUNDS
Limited Term Bond Fund
(previously known as Short/Intermediate Bond Fund)
Intermediate Bond Fund
(previously known as Bond Fund)
Virginia Intermediate Municipal Bond Fund
(previously known as Virginia Municipal Bond Fund)
Virginia Municipal Bond Fund
Government Bond Fund
Maryland Municipal Bond Fund
MONEY MARKET FUNDS
Cash Reserve Fund
U.S. Treasury Money Fund
Tax Free Money Fund
The Funds' prospectus provides a description of each funds
investment objectives, policies and strategies.
2. Significant Accounting Policies
The following is a summary of significant accounting policies
followed by the Funds:
Security Valuation-Investment securities held by the Money Market
Funds are stated at amortized cost, which approximates market
value. Under this valuation method, purchase discount and
premiums are accredited and amortized ratably to maturity and are
included in interest income.
Investments in equity securities held by the Non-Money Market
Funds which are traded on a national securities exchange (or
reported on the NASDAQ national market system) are stated at the
last quoted sale price if readily available for each equity
securities on each business day; other equity securities traded
in the over-the-counter markets and listed equity securities for
which no sale was reported on that date are stated at the last
quoted bid price. Debt obligations exceeding sixty days to
maturity for which market quotations are readily available are
valued at the most recent quoted bid price. Debt obligations with
sixty days or less remaining until maturity may be valued at
their amortized cost. Restricted securities for which quotations
are not readily available are valued at fair value using methods
determined in good faith under general supervision of the Funds'
Directors.
Federal Income Taxes-It is each Fund's intention to continue to
qualify as a regulated investment company for Federal income tax
purposes and distribute all of its taxable income and net capital
gains. Accordingly, no provision for Federal income taxes is
required.
Dividends and Distributions to Shareholders-Distribution from net
investment income for the Money Market Funds and Bond Funds are
declared daily and paid monthly. Each of the Equity Funds declare
and pay dividends from net investment income monthly. Any net
realized capital gains will be distributed at least annually for
all Funds. Dividends and distributions are determined in
accordance with income tax regulations which may differ from
generally accepted accounting principles. These differences are
primarily due to differing treatments for deferral of wash sales
losses and post October losses.
Classes-Class specific expenses are borne by that class. Income,
non-class specific expenses and realized/unrealized gains and
losses are allocated to the respective classes on the basis of
the relative daily net assets.
Security Transactions and Investment Income-Security transactions
are accounted for on the date the security is purchased or sold
(trade date). Costs used in determining realized gains and losses
on the sale of investment securities are those of the specific
securities sold adjusted for the accretion and amortization of
purchase discounts and premiums during the respective holding
periods. Interest income is recorded on the accrual basis;
dividend income is recorded on the ex-dividend date.
Repurchase Agreements-Each Fund, with the exception of Tax Free
Money Fund, Virginia Intermediate Municipal Bond Fund, Virginia
Municipal Bond Fund, and Maryland Municipal Bond Fund may invest
in repurchase agreements. The Funds, through their sub-custodian,
receive delivery of the underlying securities, whose market value
including interest is required to be at least 102% of the resale
price. The Funds' investment advisor, Capitoline Investment
Services Incorporated, is responsible for determining that the
value of these underlying securities remains at least 102% of the
resale price. If the seller defaults, the Fund would suffer a
loss to the extent that the proceeds from the sale of the
underlying securities were less than the resale price.
3. Fees and Other Transactions with Affiliates
Management Fees-The Company's investment advisor is Capitoline
Investment Services Incorporated (the Advisor), a wholly owned
subsidiary of Crestar Bank. Pursuant to an Investment Advisory
Agreement, the Advisor is paid for advisory services to each Fund
at the annual rate based on the following fee schedule; Cash
Reserve Fund, U.S. Treasury Money Fund and Tax Free Money Fund;
.40% of each Fund's average daily net assets for the first $500
million of net assets; .35% of each Fund's average daily net
assets on the next $500 million of net assets; .30% of each
Fund's average daily net assets on all remaining net assets;
Capital Appreciation Fund, Value Fund and Special Equity Fund;
.75% of each Fund's average daily net assets; Limited Term Bond
Fund and Virginia Intermediate Municipal Bond Fund; .50% of each
Fund's average daily net assets; Intermediate Bond Fund,
Government Bond Fund, Maryland Municipal Bond Fund and Virginia
Municipal Bond Fund; .60% of each Fund's average daily net
assets. The Advisor has voluntarily agreed to waive a portion of
its fee for Virginia Municipal Bond Fund and Government Bond Fund
in order to limit Advisory Fee to .50% for each Fund. In
addition, the Advisor has voluntarily agreed to waive a portion
of its fee to limit advisory fee to .10% for the Maryland
Municipal Bond Fund.
Administration and Distribution Fees-SEI Fund Resources (the
Administrator), a Delaware business trust, serves as
administrator to the Company. SEI Financial Management
Corporation, a wholly-owned subsidiary of SEI Corporation, is the
owner of all beneficial interest in the Administrator. The
Administrator provides the Company with administrative services,
including fund accounting, and regulatory reporting and is
entitled to receive a fee at an annual rate of .15% of the
average daily net assets of the Funds. The Administrator has
voluntarily agreed to waive a portion of its
fee for Government Bond Fund, Virginia Municipal Bond Fund and
Maryland Municipal Bond Fund in order to limit operating
expenses.
SEI Financial Services Company (the Distributor), a wholly-owned
subsidiary of SEI Corporation, serves as distributor of each
Fund's shares pursuant to a distribution agreement with the
Company. The Trust Class and Investors Class A shares of the
Funds have a separate distribution plan (the 12b-1 Plan) pursuant
to Rule 12b-1 under the 1940 Act. As provided in the 12b-1 Plan,
the Trust Class and Investors Class A shares of the Funds pay the
Distributor as compensation for its services .15% of the
aggregate average daily net assets of such classes of the Funds.
The Distributor has agreed to waive any fees payable pursuant to
the 12b-1 Plan.
In addition, the Investors Class A shares of the Money Market
Funds have a distribution plan (the Investors Class A Plan)
pursuant to Rule 12b-1 under the 1940 Act. As provided in the
Investors Class A Plan, the Investors Class A shares of the Money
Market Funds pay the Distributor as compensation for its services
.25% of such Class average daily net assets. The distributor has
agreed to waive any fees payable pursuant to the Investors Class
A Plan.
The Investors Class B shares of the Funds have a distribution
plan (the B Shares Plan) pursuant to Rule 12b-1 under the 1940
Act. As provided in the B Shares Plan, the Investors Class B
shares of the Funds pay the Distributor as compensation for its
services .75% of the aggregate average daily net assets of such
class of the Funds. In addition, pursuant to the B Share Plan,
the Distributor is compensated at an annual rate of .25% of the B
shares' average net assets for providing ongoing Shareholder
support services to investors in B shares. The Distributor has
agreed to waive a portion of its fees pursuant to the B Shares
Plan in order to limit Distribution Fees to .85% for each Fund,
except for the Value Fund for which the limit is .65%.
Transfer Agent and Custodian Fees-Crestar Bank serves as the
Company's transfer agent and dividend disbursing agent and is
compensated for those services monthly by each Fund at an annual
rate of .05% of the Fund's average daily net assets for the Trust
Class and .06% of the Fund's average daily net assets for the
Investors Class A and Investors Class B. In addition, Crestar
Bank serves as the Company's custodian and is compensated at an
annual rate of up to .04% of each Fund's average daily net
assets.
Contingent Deferred Sales Charge (CDSC)-A CDSC is imposed on
certain redemptions of Investors Class B shares. The CDSC varies
depending on the number of years from the time of payment for the
purchase of Investors Class B shares until the redemption of such
shares.
Contingent
From Date of Deferred Sales
Purchase Charge
Year 1 5.00%
Year 2 4.00%
Year 3 3.00%
Year 4 3.00%
Year 5 2.00%
Year 6 1.00%
Year 7 0.00%
Year 8 Conversion to A Shares
4. Investment Transactions
The cost of security purchases and the proceeds from the sale of
securities, including U.S. Government securities, other than
temporary cash investments, during the period ended May 31, 1996.
Purchase Sales
(000) (000)
Limited Term Bond $ 20,129 $ 18,274
Intermediate Bond 41,914 15,389
Government Bond 6,954 1,293
Virginia Intermediate Municipal Bond 11,324 5,392
Virginia Municipal Bond 6,245 1,245
Maryland Municipal Bond 3,255 92
Value 224,305 162,389
Capital Appreciation 15,016 13,011
Special Equity 17,795 14,001
At May 31, 1996, the total cost of securities and the net
realized gains or losses on securities sold for Federal income
tax purposes was not materially different from amounts reported
for financial reporting purposes. The aggregate gross unrealized
appreciation and depreciation on securities at May 31, 1996, for
each Fund is as follows:
Net
Appreciation Depreciation Appreciation/Depreciation
(000) (000) (000)
Limited Term Bond $ 195 $1,904 $(1,709)
Intermediate Bond 444 2,673 (2,229)
Government Bond 67 344 (277)
Virginia Intermediate
Municipal Bond 159 1,023 (864)
Virginia Municipal Bond 35 355 (320)
Maryland Municipal Bond - 155 (155)
Value 36,440 3,024 33,416
Capital Appreciation 3,504 616 2,888
Special Equity 16,211 1,300 14,911
Subsequent to October 31, 1995, the Funds recognized net capital
losses for tax purposes that have been deferred to 1996 and can
be used to offset future capital gains at November 30, 1996. the
Funds also had capital losses carryforward at November 30, 1995,
to the extent provided in the regulations for Federal income tax
as follows:
Capital loss
Carryover
11/30/95 Expires 2000 Expires 2001
Cash Reserve $ 86,053 $ - $ -
Tax Free Money 10,083 8,372 1,711
Limited Term Bond 1,038,806 - -
Intermediate Bond 2,471,343 - -
Virginia Intermediate
Municipal Bond 942,826 - -
Capital Appreciation - - -
Special Equity 83,520 - -
Post
10/31/95
Expires 2002 Expires 2003 Deferred Losses
Cash Reserve $ 71,692 $ 14,361 $ -
Tax Free Money - - -
Limited Term Bond 784,783 254,023 -
Intermediate Bond 1,803,687 667,656 -
Virginia Intermediate
Municipal Bond 544,784 398,042 -
Capital Appreciation - - 43,163
Special Equity - 83,520 -
5. Concentration of Credit Risk
The Virginia Intermediate Municipal Bond Fund, the Virginia
Municipal Bond Fund, and the Maryland Municipal bond Fund invest
in debt securities in their respective states. The ability of the
issuers of the securities held by the Funds to meet their
obligations may be affected by economic or political conditions
in that state.
This report and the financial statements contained herein are
submitted for the general information of the shareholders of the
Company. The report is not authorized for distribution to
prospective investors in the Company, unless preceded or
accompanied by an effective prospectus. Neither the Company nor
SEI Financial Services Company is a bank and Company shares are
not obligations of or guaranteed by any bank or insured by the
FDIC, the Federal Reserve Board or any other agency. Investing in
mutual funds involves risks, including the possible loss of
principal amount invested. An investment in a money market fund
is neither insured nor guaranteed by the U.S. Government, and
there can be no assurance that a money market fund will maintain
a stable $1.00 share price. SEI Financial Services Company and
Crestar Bank are not affiliated.
<PAGE>
PART C
Information required to be included in Part C is set forth
under the appropriate item, so numbered, in Part C of this
Registration Statement.
<PAGE>
CRESTFUNDS, INC.
PART C: OTHER INFORMATION
POST-EFFECTIVE AMENDMENT NO. 21
Item 24. Financial Statements and Exhibits:
(a) Financial Statements
Part A--Prospectus: Financial Highlights
Part B--Statement of Additional Information:
For the fiscal year ended November 30, 1995
(Incorporated into the Statement of Additional
Information by reference to Registrant's Annual Report
for the year ended November 30, 1995 and filed with
the Commission on January 31, 1996.)
(b) Additional Exhibits
1(a) Articles of Incorporation of the Registrant
(filed as Exhibit 1 to Registration Statement
on Form N-1A (File No. 33-4163) and
incorporated herein by reference).
1(b) Articles of Amendment to the Articles of
Incorporation dated as of July 10, 1992 (filed
as Exhibit 1(b) to Post-Effective Amendment No.
9 to Registration Statement on Form N-1A
(File No. 33-4163) and incorporated herein by
reference).
1(c) Articles Supplementary to the Articles of
Incorporation dated as of July 10, 1992 (filed
as Exhibit 1(c) to Post-Effective Amendment No.
9 to Registration Statement on Form N-1A
(File No. 33-4163) and incorporated herein by
reference).
1(d) Articles Supplementary to the Articles of
Incorporation dated as of March 28, 1995 (filed
as Exhibit 1(d) to Post-Effective Amendment No.
18 to Registration Statement on Form N-1A
(File No. 33-4163) and incorporated herein by
reference).
1(e) Articles Supplementary to the Articles of
Incorporation dated as of February 27, 1996
(filed as Exhibit 1(e) to Post-Effective
Amendment No. 20 to Registration Statement on
Form N-1A (File No. 33-4163) and incorporated
herein by reference).
2 Copy of amended By-Laws of the Registrant
(filed as Exhibit 2 to Post-Effective Amendment
No. 2 to Registration Statement on Form N-1A
(File No. 33-4163) and incorporated herein
by reference).
3 Not applicable.
4 Form of Certificate for shares of Cash Reserve
Fund Common Stock of the Registrant (filed
as Exhibit 4 to Registration Statement on Form
N-1A (File No. 33-4163) and incorporated
herein by reference).
Form of Certificate for shares of U.S. Treasury
Fund Common Stock of the Registrant (filed
as Exhibit 4 to Pre-Effective Amendment No. 1
to Registration Statement on Form N-1A
(File No. 33-3143) and incorporated herein by
reference).
Form of Certificate for shares of Tax Free Fund
Common Stock of the Registrant (filed as
Exhibit 4 to Post-Effective Amendment No. 4 to
Registration Statement on Form N-1A (File
No. 33-4163) and incorporated herein by
reference).
5 Form of revised Investment Advisory Agreement
between the Registrant and Capitoline
Investment Services Incorporated (filed as
Exhibit 5 to Post-Effective Amendment No. 8 to
Registration Statement on Form N-1A (File No.
33-4163) and incorporated herein by reference).
6(a) Administration Agreement between the Registrant
and SEI Financial Management Corporation (filed
as Exhibit 6(a) to Post-Effective Amendment No.
16 to Registration Statement on Form N-1A (File
No. 33-4163) and incorporated herein by
reference).
6(b) Distribution Agreement between Registrant and
SEI Financial Services Company (filed as
Exhibit 6(b) to Post-Effective Amendment No. 17
to Registration Statement on Form N-1A (File
No. 33-4163) and incorporated herein by
reference).
7 Not applicable.
8(a) Custodian Agreement between Registrant and
Crestar Bank (filed as Exhibit 8(a) to Post-
Effective Amendment No. 9 to Registration
Statement on Form N-1A (File No. 33-4163) and
incorporated herein by reference).
8(b) Transfer Agency Agreement between Registrant
and Crestar Bank (filed as Exhibit 8(b) to
Post-Effective Amendment No. 9 to Registration
Statement on Form N-1A (File No. 33-4163) and
incorporated herein by reference).
9 Not applicable.
10(c) Opinion of Hunton & Williams (filed as Exhibit
10(c) to Post-Effective Amendment No. 20 to
Registration Statement on Form N-1A (File No.
33-4163) and incorporated herein by reference).
11(a) Consent of independent auditors filed herewith.
12 Not applicable.
13 Investment representation letter of John Y.
Keffer as initial purchaser of shares of stock
of the Registrant (filed as Exhibit 13 to
Pre-Effective Amendment No. 2 to Registration
Statement on Form N-1A (File No. 33-4163) and
incorporated herein by reference).
14 Not applicable.
15 Distribution and Service Plans adopted under
Rule 12b-1 by the Registrant on behalf of each
series (filed as Exhibit 15 to Post-Effective
Amendment No. 9 to Registration Statement on
Form N-1A (File No. 33-4163) and incorporated
herein by reference).
15(a) Additional Distribution and Service Plans for
Cash Reserve Fund, U.S. Treasury Money Fund and
Tax Free Money Fund (filed as Exhibit 15(a) to
Post-Effective Amendment No. 12 to Registration
Statement on Form N-1A (File No. 33-4163) and
incorporated herein by reference).
15(b) Amended and Restated Distribution and Service
Plan Trust Class and Investors Class A (filed
as Exhibit 15(b) to Post-Effective Amendment
No. 16 to Registration Statement on Form N-1A
(File No. 33-4163) and incorporated herein by
reference).
15(c) Amended and Restated Distribution and Service
Plan Investors Class A (filed as Exhibit 15(c)
to Post-Effective Amendment No. 16 to
Registration Statement on Form N-1A (File No.
33-4163) and incorporated herein by reference).
15(d) Investors Class B Distribution and Service Plan
Contingent Deferred Sales Charge Class
(filed as Exhibit 15(d) to Post-Effective
Amendment No. 16 to Registration Statement on
Form N-1A (File No. 33-4163) and incorporated
herein by reference).
16 Schedule for computation of performance
quotations (filed as Exhibit 16 to
Post-Effective Amendment No. 10 to Registration
Statement on Form N-1A (File No. 33-4163) and
incorporated herein by reference).
Other Exhibits Powers of attorney (filed as Other Exhibits to
Post-Effective Amendment No. 14 to
Registration Statement on Form N-1A (File No.
33-4163) and to Post-Effective Amendment No. 17
to Registration Statement on Form N-1A (File
No. 33-4163) and incorporated herein by
reference).
Representation letter of Bayshore Funds, Inc.
(filed as Other Exhibit to Post-Effective
Amendment No. 1 to Registration Statement on
Form N-1A (File No. 33-4163) and incorporated
herein by reference).
Rule 18f-3 Plan (filed as Other Exhibit to
Post-Effective Amendment No. 17 to Registration
Statement on Form N-1A (File No. 33-4163) and
incorporated herein by reference).
Item 25. Persons Controlled by or under Common Control with
Registrant
See the Prospectus and the Statement of Additional
Information regarding the Registrant's control relationships.
The Administrator is a subsidiary of SEI Corporation, which also
controls other corporations engaged in providing various
financial and record keeping services, primarily to bank trust
departments, pension plan sponsors, and investment managers.
Item 26. Number of Holders of Securities
The following information is furnished as of August 15,
1996.
Title of Class Record Holders
Trust Class Shares
Cash Reserve Fund. . . . . . . . . . . . . . . . . . . . . . .719
U.S. Treasury Money Fund . . . . . . . . . . . . . . . . . . .3
Tax Free Money Fund. . . . . . . . . . . . . . . . . . . . . .186
Limited Term Bond Fund . . . . . . . . . . . . . . . . . . . .645
Intermediate Bond Fund . . . . . . . . . . . . . . . . . . . .644
Government Bond Fund . . . . . . . . . . . . . . . . . . . . .644
Virginia Municipal Bond Fund . . . . . . . . . . . . . . . . .174
Maryland Municipal Bond Fund . . . . . . . . . . . . . . . . . 14
Virginia Intermediate Municipal Bond Fund. . . . . . . . . . .175
Value Fund . . . . . . . . . . . . . . . . . . . . . . . . . .881
Capital Appreciation Fund. . . . . . . . . . . . . . . . . . .712
Special Equity Fund. . . . . . . . . . . . . . . . . . . . . .709
Investor Class A Shares
Cash Reserve Fund. . . . . . . . . . . . . . . . . . . . . . .126
U.S. Treasury Money Fund . . . . . . . . . . . . . . . . . . . .0
Tax Free Money Fund. . . . . . . . . . . . . . . . . . . . . . 11
Limited Term Bond Fund . . . . . . . . . . . . . . . . . . . .104
Intermediate Bond Fund . . . . . . . . . . . . . . . . . . . .251
Government Bond Fund . . . . . . . . . . . . . . . . . . . . . .0
Virginia Municipal Bond Fund . . . . . . . . . . . . . . . . . .0
Maryland Municipal Bond Fund . . . . . . . . . . . . . . . . . .0
Virginia Intermediate Municipal Bond Fund. . . . . . . . . . .319
Value Fund . . . . . . . . . . . . . . . . . . . . . . . . .1,873
Capital Appreciation Fund. . . . . . . . . . . . . . . . . . .880
Special Equity Fund. . . . . . . . . . . . . . . . . . . . . .847
Investor Class B Shares
Cash Reserve Fund. . . . . . . . . . . . . . . . . . . . . . . .4
Government Bond Fund . . . . . . . . . . . . . . . . . . . . . 50
Virginia Municipal Bond Fund . . . . . . . . . . . . . . . . . 33
Maryland Municipal Bond Fund . . . . . . . . . . . . . . . . . .6
Value Fund . . . . . . . . . . . . . . . . . . . . . . . . . .513
Special Equity Fund. . . . . . . . . . . . . . . . . . . . . .148
Item 27. Indemnification:
In accordance with section 2-218 of the General
Corporation Law of the State of Maryland, Article EIGHTH of the
Registrant's Articles of Incorporation provides as follows:
"EIGHTH: To the maximum extent permitted by the
General Corporation Law of the State of Maryland as
from time to time amended, the Corporation shall
indemnify its currently acting and its former directors
and officers and those persons who, at the request of
the Corporation, serve or have served another
corporation, partnership, joint venture, trust or other
enterprise in one or more of such capacities."
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the "Securities Act")
may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registration has been
advised that in the opinion of the Securities and
Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses
incurred or paid by a director, officer or the
Registrant on the successful defense of any action,
suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by
the final adjudication of such issue.
In the event that a claim for indemnification is
asserted by a director or officer of the Registrant in
connection with the securities being registered, the
Registrant will not make such indemnification unless
(i) the Registrant has submitted, before a court or
other body, the question of whether the person to be
indemnified was liable by reason of willful
misfeasance, bad faith, gross negligence, or reckless
disregard of duties, and has obtained a final decision
on the merits that such person was not liable by reason
of such conduct or (ii) in the absence of such
decision, the Registrant shall have obtained a
reasonable determination, based upon a review of the
facts, that such person was not liable by virtue of
such conduct, by (a) the vote of a majority of
directors who are neither interested persons as such
term is defined in the Investment Company Act of 1940,
nor parties to the proceeding or (b) an independent
legal counsel in a written opinion.
The Registrant will not advance attorneys' fees or
other expenses incurred by the person to be
indemnified unless the Registrant shall have received
an undertaking by or on behalf of such person to repay
the advance unless it is ultimately determined that
such person is entitled to indemnification and one of
the following conditions shall have occurred: (x) such
person shall provide security for his undertaking, (y)
the Registrant shall be insured against losses arising
by reason of any lawful advances or (z) a majority of
the disinterested, non-party directors of the
Registrant, or an independent legal counsel in a
written opinion, shall have determined that based on a
review of readily available facts there is reason to
believe that such person ultimately will be found
entitled to indemnification.
Item 28. Business and Other Connections of Investment Adviser
and Investment Sub-Adviser:
Other business, profession, vocation or employment of a
substantial nature in which each director or principal officer of
Capitoline Investment Services Incorporated is or has been, at
any time during the last two fiscal years, engaged for his own
account or in the capacity of director, officer, employee,
partner or trustee are as follows:
Name and Position Name of Connection with
with Adviser Other Company Other Company
Thomas Dean Hogan Crestar Bank Group Executive
Chairman, Director Vice President
Ben L. Jones First Fidelity Chief Investment
President, Director Bancorp Officer
Robert F. Norfleet, Jr. Crestar Bank Director of Client
Director Relations; Prior
thereto Corporate
Executive Vice
President
Linda Flory Rigsby Crestar Financial Senior Vice
Corporation President, Deputy
General Counsel &
Assistant
Secretary
Crestar Bank Senior Vice
President, Deputy
General Counsel &
Assistant
Secretary
The description of Capitoline Investment Services
Incorporated under the caption "Adviser" in the Prospectus and
Statement of Additional Information constituting Parts A and B,
respectively, of this Registration Statement are incorporated by
reference herein.
Item 29. Principal Underwriters:
(a) Furnish the name of each investment company (other than
the Registrant) for which each principal underwriter
currently distributing the securities of the Registrant
also acts as a principal underwriter, distributor or
investment adviser.
Registrant's distributor, SEI Financial Services
Company ("SFS"), acts as distributor for:
SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI International Trust August 30, 1988
Stepstone Funds January 30, 1991
The Advisors' Inner Circle Fund November 14, 1991
The Pillar Funds February 28, 1992
CUFUND May 1, 1992
STI Classic Funds May 29, 1992
CoreFunds, Inc. October 30, 1992
First American Funds, Inc. November 1, 1992
First American Investment
Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
1784 Funds(R) June 1, 1993
Marquis Funds(R) August 17, 1993
Morgan Grenfell Investment Trust January 3, 1994
The PBHG Funds, Inc. July 16, 1993
Inventor Funds, Inc. August 1, 1994
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
ARK Funds November 1, 1995
Monitor Funds January 11, 1996
FMB Funds, Inc. March 1, 1996
SEI Asset Allocation Trust April 1, 1996
Turner Funds April 30, 1996
SEI Institutional Investments
Trust June 14, 1996
STI Classic Variable Trust August 18, 1995
SFS provides numerous financial services to investment
managers, pension plan sponsors, and bank trust
departments. These services include portfolio
evaluation, performance measurement and consulting
services ("Funds Evaluation") and automated execution,
clearing and settlement of securities transactions
("MarketLink").
Position and Office Positions and
with Underwriter Offices with
Name with Registrant
Alfred P. West, Jr. Director, Chairman &
Chief Executive Officer --
Henry H. Greer Director, President &
Chief Operating Officer --
Carmen V. Romeo Director, Executive Vice
President & Treasurer --
Gilbert L. Beebower Executive Vice President --
Richard B. Lieb Executive Vice President,
President-Investment
Services Division --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Jerome Hickey Senior Vice President --
David G. Lee Senior Vice President --
Steven Kramer Senior Vice President --
William Madden Senior Vice President --
A. Keith McDowell Senior Vice President --
Dennis J. McGonigle Senior Vice President --
Hartland J. McKeown Senior Vice President --
James V. Morris Senior Vice President --
Steven Onofrio Senior Vice President --
Kevin P. Robins Senior Vice President, Vice President
General Counsel & & Assistant
Secretary Secretary
Robert Wagner Senior Vice President --
Patrick K. Walsh Senior Vice President --
Kenneth Zimmer Senior Vice President --
Robert Aller Vice President --
Marc H. Cahn Vice President & Assistant
Secretary --
Gordon W. Carpenter Vice President --
Todd Cipperman Vice President & Assistant Vice President
Secretary & Assistant
Secretary
Robert Crudup Vice President & Managing
Director --
Ed Daly Vice President --
Jeff Drennen Vice President --
Mick Duncan Vice President & Team
Leader --
Vic Galef Vice President --
Kathy Heilig Vice President --
Larry Hutchison Vice President --
Michael Kantor Vice President --
Samuel King Vice President --
Kim Kirk Vice President & Managing
Director --
Donald H. Korytowski Vice President --
John Krzeminski Vice President & Managing
Director --
Robert S. Ludwig Vice President & Team
Leader --
Vicki Malloy Vice President & Team
Leader --
Jack May Vice President --
Carolyn McLaurin Vice President & Managing
Director --
Barbara Moore Vice President & Managing
Director --
W. Kelso Morrill Vice President --
Barbara A. Nugent Vice President & Assistant
Secretary --
Sandra K. Orlow Vice President & Assistant
Secretary --
Donald Pepin Vice President & Managing
Director --
Larry Pokora Vice President --
Kim Rainey Vice President --
Paul Sachs Vice President --
Mark Samuels Vice President & Managing
Director --
Steve Smith Vice President --
Daniel Spaventa Vice President --
Kathryn L. Stanton Vice President & Assistant Vice President
Secretary & Assistant
Secretary
Wayne M. Withrow Vice President & Managing
Director --
William Zawaski Vice President --
James Dougherty Director of Brokerage
Services --
Item 30. Location of Accounts and Records:
Books or other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940, and the rules
promulgated thereunder, are maintained as follows:
(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a)
and (b); (3); (6); (8); (12); and 31a-1(d), the
required books and records are maintained at the
offices of Registrant's Custodian:
Crestar Bank
919 East Main Street
Richmond, Virginia 23219
(b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1),(4);
(2)(C) and (D); (4); (5); (6); (8); (9); (10); (11);
and 31a-1(f), the required books and records are
maintained at the offices of Registrant's
Administrator:
SEI Fund Resources
680 East Swedesford Road
Wayne, PA 19087
(c) With respect to Rules 31a-1(b)(5), (6), (9) and (10)
and 31a-1(f), the required books and records are
maintained at the principal offices of the
Registrant's Advisers and Sub-Advisers:
Capitoline Investment Services Incorporated
919 East Main Street
Richmond, Virginia 23219
Item 31. Management Services: None.
Item 32. Undertakings:
The Registrant undertakes for the Fund(s): (1) to call
a meeting of shareholders for the purpose of voting
upon the question of removal of a director or
directors, when requested to do so by record holders of
not less than 10% of its outstanding shares; and (2) to
assist in communications with other shareholders
pursuant to Section 16(c)(1) and (2), whenever
shareholders meeting the qualifications set forth in
Section 16(c) seek the opportunity to communicate with
other shareholders with a view toward requesting a
meeting.
The Registrant undertakes to furnish each person to
whom a prospectus is delivered with a copy of the
Registrant's latest annual report to shareholders, upon
request and without charge.
<PAGE>
Signatures
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that
it meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Post-Effective
Amendment No. 21 to Registration Statement No. 33-4163 to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, Commonwealth of Virginia on
the 30th day of August, 1996.
CRESTFUNDS, INC.
(formerly Bayshore Funds, Inc.)
By: /s/ Jesse F. Williams
Jesse F. Williams, Chairman
and President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by
the following persons in the capacity on the dates indicated.
/s/Jesse F. Williams Chairman, President
Jesse F. Williams & Director August 30, 1996
* /s/Jeffrey A. Cohen Controller August 30, 1996
Jeffrey A. Cohen
* /s/F. David Fowler Director August 30, 1996
F. David Fowler
* /s/John Bruce James, Jr. Director August 30, 1996
John Bruce James, Jr.
* /s/Jean L. Oakey Director August 30, 1996
Jean L. Oakey
*/s/ Glen Douglas Pond Director August 30, 1996
Glen Douglas Pond
*By: /s/Elizabeth Warner
Elizabeth Warner
Power of Attorney
<PAGE>
EXHIBIT INDEX
Name Exhibit Sequential Page #
Articles of Incorporation 1(a)
of the Registrant (filed
as Exhibit 1 to Registration
Statement on Form N-1A (File
No. 33-4163) and incorporated
herein by reference).
Articles of Amendment to the 1(b)
Articles of Incorporation
dated as of July 10, 1992
(filed as Exhibit 1(b) to
Post-Effective Amendment No. 9
to Registration Statement on
Form N-1A (File No. 33-4163)
and incorporated herein by
reference).
Articles Supplementary to the 1(c)
Articles of Incorporation dated
as of July 10, 1992 (filed as
Exhibit 1(c) to Post Effective
Amendment No. to Registration
Statement on Form N-1A (File No.
33-4163) and incorporated herein
by reference).
Articles Supplementary to the 1(d)
Articles of Incorporation dated
as of March 28, 1995 (filed
as Exhibit 1(d) to Post-Effective
Amendment No. 18 to Registration
Statement on Form N-1A (File No.
33-4163) and incorporated herein
by reference).
Articles Supplementary to the 1(e)
Articles of Incorporation dated
as of February 27, 1996 (filed
as Exhibit 1(e) to Post-Effective
Amendment No. 20 to Registration
Statement on Form N-1A (File No.
33-4163) and incorporated herein
by reference).
Copy of amended By-Laws of the 2
Registrant (filed as Exhibit 2
to Post Effective Amendment No. 2
to Registration Statement on Form
N-1A (File No. 33-4163) and
incorporated herein by reference).
Form of Certificate for shares of 4
Cash Reserve Fund Common Stock of
the Registrant (filed as Exhibit 4
to Registration Statement on Form
N-1A (File No. 33-4163) and
incorporated herein by reference).
Form of Certificate for shares of 4
U.S. Treasury Fund Common Stock
of the Registrant (filed as
Exhibit 4 to Pre-Effective
Amendment No. 1 to Registration
Statement on Form N-1A (File No.
33-3143) and incorporated herein
by reference).
Form of Certificate for shares of 4
Tax Free Fund Common Stock of the
Registrant (filed as Exhibit 4 to
Post-Effective Amendment No. 4 to
Registration Statement on Form N-1A
(File No. 33-4163) and incorporated
herein by reference).
Form of revised Investment Advisory 5
Agreement between the Registrant and
Capitoline Investment Services
Incorporated (filed as Exhibit 5 to
Post-Effective Amendment No. 8 to
Registration Statement on Form N-1A
(File No. 33-4163) and incorporated
herein by reference).
Administration Agreement between 6(a)
the Registrant and SEI Financial
Management Corporation (filed as
Exhibit 6(a) to Post-Effective
Amendment No. 16 to Registration
Statement on Form N-1A (File No.
33-4163) and incorporated herein by
reference).
Distribution Agreement between 6(b)
Registrant and SEI Financial
Services Company (filed as
Exhibit 6(b) to Post-Effective
Amendment No. 17 to Registration
Statement on Form N-1A (File No.
33-4163) and incorporated herein by
reference).
Custodian Agreement between 8(a)
Registrant and Crestar Bank (filed
as Exhibit 8(a) to Post-Effective
Amendment No. 9 to Registration
Statement on Form N-1A (File No.
33-4163) and incorporated herein
by reference).
Transfer Agency Agreement between 8(b)
Registrant and Crestar Bank (filed
as Exhibit 8(b) to Post-Effective
Amendment No. 9 to Registration
Statement on Form N-1A (File No.
33-4163) and incorporated herein
by reference).
Opinion of Hunton & Williams (filed 10(c)
as Exhibit 10(c) to Post-Effective
Amendment No. 20 to Registration
Statement on Form N-1A (File No.
33-4163) and incorporated herein
by reference).
Consent of independent auditors 11(a)
filed herewith.
Investment representation letter of 13
John Y. Keffer as initial purchaser
of shares of stock of the Registrant
(filed as Exhibit 13 to Pre-Effective
Amendment No. 2 to Registration
Statement on Form N-1A (File No.
33-4163) and incorporated herein by
reference).
Distribution and Service Plans 15
adopted under Rule 12b-1 by the
Registrant on behalf of each series
(filed as Exhibit 15 to Post-
Effective Amendment No. 9 to
Registration Statement on Form N-1A
(File No. 33-4163) and incorporated
herein by reference).
Additional Distribution and Service 15(a)
Plans for Cash Reserve Fund, U.S.
Treasury Money Fund and Tax Free
Money Fund (filed as Exhibit 15(a)
to Post-Effective Amendment No. 12
to Registration Statement on Form
N-1A (File No. 33-4163) and
incorporated herein by reference).
Amended and Restated Distribution and 15(b)
Service Plan Trust Class and
Investors Class A (filed as Exhibit
15(b) to Post-Effective Amendment No.
16 to Registration Statement on
Form N-1A (File No. 33-4163) and
incorporated herein by reference).
Amended and Restated Distribution and 15(c)
Service Plan Investors Class A (filed
as Exhibit 15(c) to Post-Effective
Amendment No. 16 to Registration
Statement on Form N-1A (File No.
33-4163) and incorporated herein by
reference).
Investors Class B Distribution and 15(d)
Service Plan Contingent Deferred
Sales Charge Class (filed as
Exhibit 15(d) to Post-Effective
Amendment No. 16 to Registration
Statement on Form N-1A (File No.
33-4163) and incorporated herein by
reference).
Schedule for computation of 16
performance quotations (filed as
Exhibit 16 to Post-Effective
Amendment No. 10 to Registration
Statement on Form N-1A (File No.
33-4163) and incorporated herein by
reference).
Powers of attorney (filed as Other Other Exhibits
Exhibits to Post-Effective Amendment
No. 14 to Registration Statement on
Form N-1A (File No. 33-4163) and to
Post-Effective Amendment No. 17 to
Registration Statement on Form N-1A
(File No. 33-4163) and incorporated
herein by reference).
Representation letter of Bayshore Other Exhibits
Funds, Inc. (filed as Other Exhibit
to Post-Effective Amendment No. 1 to
Registration Statement on Form N-1A
(File No. 33-4163) and incorporated
herein by reference).
Rule 18f-3 Plan (filed as Other Other Exhibits
Exhibit to Post-Effective Amendment
No. 17 to Registration Statement on
Form N-1A (File No. 33-4163) and
incorporated herein by reference).
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective
Amendment No. 21 to Registration Statement No. 33-4163 of
CrestFunds, Inc. of our report dated January 19, 1996, included
in the Registrant's Annual Report for the year ended November 30,
1995 and to the reference to us under the headings "Financial
Highlights" in the Prospectuses and "Auditor" in the Statements
of Additional Information of Amendment No. 20 to the Registration
Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
New York, New York
August 28, 1996
