As filed with the Securities and Exchange Commission on
August 29, 1997.
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 X
POST-EFFECTIVE AMENDMENT NO. 25
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 __
AMENDMENT NO. __
___________
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
Todd B. Cipperman, Vice President
c/o SEI Investments Company
Oaks, Pennsylvania 19456
(Name and Address of Agent for Service)
Copy 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)(1)
__ on [date] pursuant to paragraph (a)(1)
__ 75 days after filing pursuant to paragraph (a)(2)
__ on [date] pursuant to (a)(2) of Rule 485
Pursuant to the provisions of Rule 24f-2 under the Investment
Company Act of 1940, Registrant has registered an indefinite
number of shares of common stock. Registrant's Rule 24f-2 Notice
for fiscal year ended November 30, 1996 was filed on January 29,
1997.
<PAGE>
CRESTFUNDS, INC.
CROSS REFERENCE SHEET
POST-EFFECTIVE AMENDMENT NO. 25
N-1A ITEM NO. LOCATION
PART A
Item 1. Cover Page Cover Page
Item 2. Synopsis Summary of Portfolio Expenses
Item 3. Condensed Financial
Information *
Item 4. General Description of
Registrant Description of Common Stock;
Investment Objectives and
Policies; General Investment
Policies of the Portfolios;
Investment Limitations of the
Portfolios; Description of
Permitted Investments and
Risk Factors
Item 5. Management of the
Company Description of Common Stock;
Portfolio Transactions;
Banking Law Matters; Advisory
and Related Agreements; Other
Expense Information
Item 5A. Management's Discussion
of Fund Performance *
Item 6. Capital Stock and Other
Securities Description of Common Stock;
How to Purchase, Exchange and
Redeem Shares; Dividends and
Tax Matters
Item 7. Purchase of Securities
Being Offered Advisory and Related
Agreements; Pricing of Shares
and Valuation; How to
Purchase, Exchange and Redeem
Shares
Item 8. Redemption or Repurchase How to Purchase, Exchange and
Redeem 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
History *
Item 13. Investment Objectives and
Policies Investment Policies and
Limitations of the
Portfolios; Investment
Practices of the Underlying
CrestFunds; Portfolio
Transactions
Item 14. Management of the
Registrant Directors and Officers and
Affiliated Persons
Item 15. Control Persons and
Principal Holders *
Item 16. Investment Advisory and
Other Services Directors and Officers 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 Additional Description of
Common Stock
Item 19. Purchase, Redemption, and
Pricing of Securities
Being Offered Valuation of Portfolio
Securities; Additional
Information Regarding Pricing
and Redemptions
Item 20. Tax Status Distributions and Taxes; Tax
Status of the Portfolios
Item 21. Underwriters Additional Description of
Common Stock; Administrator
and Distributor
Item 22. Calculation of Yield
Quotations Portfolio Performance
Item 23. Financial Statements Financial Statements
___________
* Not Applicable
<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>
The Trust Class and Investors Class Prospectuses and
Statements of Additional Information for CrestFunds, Inc.,
included as part of Post-Effective Amendment No. 22 to the
Registrant's Registration Statement on Form N-1A (File No.
33-4163), filed with the Securities and Exchange Commission on
March 28, 1997 pursuant to Rule 485(b) under the Securities Act
of 1933, as amended, are hereby incorporated by reference as if
set forth in full herein.
<PAGE>
CrestFunds, Inc.
Trust Class
Supplement dated August 29, 1997 to the
Prospectus dated March 31, 1997
The Prospectus is hereby amended and supplemented to delete
the paragraphs under the Fund Management section on pages 21-22
and to replace such paragraphs with the following paragraph:
The day-to-day management of the Funds is the responsibility of
committees composed of investment professionals. Each of the
Value Fund, Capital Appreciation Fund and Special Equity Fund is
managed by a separate team of equity investment portfolio
managers. Each of the taxable fixed income funds is managed by a
team of fixed income investment portfolio managers. Each of the
tax-exempt fixed income funds is managed by a team of tax-exempt
fixed income investment portfolio managers.
<PAGE>
CrestFunds, Inc.
Investors Class
Supplement dated August 29, 1997 to the
Prospectus dated March 31, 1997
Effective August 29, 1997, Investors Class B Shares are
available for Capital Appreciation Fund.
The Prospectus is hereby amended and supplemented to
delete the B Shares tables and the paragraph immediately
following the first table on page 4 and to add the following B
Shares tables and the paragraph immediately following the first
table on page 4:
B Shares
Total
Advisory 12b-1 Other Operating
Fund Fee+ Fees+ Expenses+ Expenses+
Cash Reserve Fund .39% .95% .27% 1.61%*
Government Bond Fund .50 .95 .22 1.67 *
Maryland Municipal Bond
Fund .25 .95 .47 1.67 *
Virginia Municipal Bond
Fund .50 .95 .22 1.67
Value Fund .75 .75 .28 1.78
Capital Appreciation Fund .75 .95 .30 2.00
Special Equity Fund .75 .95 .30 2.00
__________
+ Net of waivers and reimbursements.
* Total Operating Expenses have been restated to reflect current
fees.
(2) B Shares of Cash Reserve Fund are available through exchange
only.
A Shares of U.S. Treasury Money Fund are not currently being
offered. B Shares are not available for U.S. Treasury Money
Fund, Tax Free Money Fund, Limited Term Bond Fund, Intermediate
Bond Fund and Virginia Intermediate Municipal Bond Fund.
Example: You would pay the following expenses including the
maximum sales load or contingent deferred sales load, as
applicable, on a $1,000 investment in a fund, assuming 5% annual
return and:
Assuming full redemption at the end of each time period:
B Shares* 1 Year 3 Years 5 Years 10 Years**
Cash Reserve Fund $66 $81 $108 $153
Government Bond Fund 67 83 111 160
Maryland Municipal Bond
Fund 67 83 111 160
Virginia Municipal Bond
Fund 67 83 111 160
Value Fund 68 86 116 180
Capital Appreciation
Fund 70 93 128 196
Special Equity Fund 70 93 128 196
Assuming no redemption:
B Shares 1 Year 3 Years 5 Years 10 Years
Cash Reserve Fund $15 $48 $ 83 $153
Government Bond Fund 17 53 91 160
Maryland Municipal Bond
Fund 17 53 91 160
Virginia Municipal Bond
Fund 17 53 91 160
Value Fund 18 56 96 180
Capital Appreciation Fund 20 63 108 196
Special Equity Fund 20 63 108 196
__________
* Reflects deduction of applicable Contingent Deferred Sales
Load.
** Reflects conversion of B Shares to A Shares after seven
years.
(1) A Shares of the Government Bond Fund, Maryland Municipal
Bond Fund and Virginia Municipal Bond Fund are available
only through conversion of B Shares after 7 years. No sales
load is applied when converted to A Shares.
The Prospectus is hereby amended and supplemented to
delete the third and fifth paragraphs, respectively, on page 5
and to add the following paragraphs as paragraphs 3 and 5,
respectively, on page 5:
Absent fee waivers, advisory fees for the Government Bond Fund,
Maryland Municipal Bond Fund and Virginia Municipal Bond Fund
would be .60% for each Fund. Absent fee waivers, 12b-1 fees
would be .40% for the A Shares of the Cash Reserve Fund, U.S.
Treasury Money Fund and Tax Free Money Fund and .15% for each of
the bond and equity funds; and 12b-1 distribution and service
fees for the B Shares of the Cash Reserve Fund, Government Bond
Fund, Maryland Municipal Bond Fund, Virginia Municipal Bond
Fund, Value Fund, Capital Appreciation Fund, and Special Equity
Fund would be 1.00%.
Absent all fee waivers, Total Operating Expenses for A Shares
would be 1.06% for the Cash Reserve Fund, 1.07% for the U.S.
Treasury Money Fund and Tax Free Money Fund and .94%, 1.04%,
1.12%, 1.22%, .94%, 1.12%, 1.18%, 1.20%, and 1.20% for the
Limited Term Bond Fund, Intermediate Bond Fund, Government Bond
Fund, Maryland Municipal Bond Fund, Virginia Intermediate
Municipal Bond Fund, Virginia Municipal Bond Fund, Value Fund,
Capital Appreciation Fund, and Special Equity Fund, respectively;
and Total Operating Expenses for the Class B Shares would be
1.66%, 1.97%, 2.07%, 1.97%, 2.03%, 2.05%, and 2.05% for the Cash
Reserve Fund, Government Bond Fund, Maryland Municipal Bond Fund,
Virginia Municipal Bond Fund, Value Fund, Capital Appreciation
Fund, and Special Equity Fund, respectively. Please refer to the
sections "Advisory and Related Agreements - Administrator and
Distributor," "Advisory and Related Agreements - Transfer Agent
and Custodian," and "Other Expense Information." The information
contained in the tables and example above relates only to A
Shares and B Shares; expenses for A Shares and B Shares differ
from those of Trust Class. See "Description of Common Stock."
Advisory fees, 12b-1 distribution and service fees and Other
Expenses are reflected in each Fund's share price and are not
charged directly to individual shareholder accounts.
The Prospectus is hereby amended and supplemented to delete
the paragraphs under the Fund Management section on page 23 and
to replace such paragraphs with the following paragraph:
The day-to-day management of the Funds is the responsibility of
committees composed of investment professionals. Each of the
Value Fund, Capital Appreciation Fund and Special Equity Fund is
managed by a separate team of equity investment portfolio
managers. Each of the taxable fixed income funds is managed by a
team of fixed income investment portfolio managers. Each of the
tax-exempt fixed income funds is managed by a team of tax-exempt
fixed income investment portfolio managers.
RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.
<PAGE>
CRESTFUNDS, INC.
PART C: OTHER INFORMATION
POST-EFFECTIVE AMENDMENT NO. 25
Item 24. Financial Statements and Exhibits:
(a) Financial Statements: None
Part A--Prospectus: None
Part B--Statement of Additional Information: None
(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).
1(f) Articles Supplementary to the Articles of
Incorporation dated as of May 16, 1997 (filed
herewith as Exhibit 1(f)).
1(g) Articles Supplementary to the Articles of
Incorporation dated as of August 7, 1997 (filed
herewith as Exhibit 1(g)).
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) Not applicable.
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 Investments Company, 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 May 30, 1997.
Title of Class Record Holders
Trust Class Shares
Cash Reserve Fund 1029
U.S. Treasury Money Fund 6
Tax Free Money Fund 254
Limited Term Bond Fund 848
Intermediate Bond Fund 847
Government Bond Fund 848
Virginia Municipal Bond Fund 195
Maryland Municipal Bond Fund 52
Virginia Intermediate Municipal Bond Fund 195
Value Fund 1192
Capital Appreciation Fund 1192
Special Equity Fund 1021
Balanced Portfolio 114
Growth & Income Portfolio 24
Maximum Growth Portfolio 27
Investor Class A Shares
Cash Reserve Fund 118
U.S. Treasury Money Fund 0
Tax Free Money Fund 10
Limited Term Bond Fund 84
Intermediate Bond Fund 235
Government Bond Fund 0
Virginia Municipal Bond Fund 0
Maryland Municipal Bond Fund 0
Virginia Intermediate Municipal Bond Fund 286
Value Fund 2438
Capital Appreciation Fund 1144
Special Equity Fund 825
Investor Class B Shares
Cash Reserve Fund 5
Government Bond Fund 90
Virginia Municipal Bond Fund 51
Maryland Municipal Bond Fund 23
Value Fund 1128
Special Equity Fund 210
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
Crestar Asset Management Company 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 Vice
Chairman, Director 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 President,
Corporation Deputy General Counsel
& Corporate Secretary
Crestar Bank Senior Vice President,
Deputy General Counsel
& Corporate Secretary
The description of Crestar Asset Management Company 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 Investments Distribution Co.,
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
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
Boston 1784 Funds(R) June 1, 1993
The PBHG Funds, Inc. July 16, 1993
Marquis Funds(R) August 17, 1993
Morgan Grenfell Investment Trust January 3, 1994
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Monitor Funds January 11, 1996
FMB Funds, Inc. March 1, 1996
SEI Asset Allocation Trust April 1, 1996
TIP Funds April 28, 1996
SEI Institutional Investments Trust June 14, 1996
First American Strategy Funds, Inc. October 1, 1996
HighMark Funds February 15, 1997
Armada Funds March 8, 1997
The Expedition Funds June 9, 1997
SEI Investments Distribution Co. 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").
(b) Furnish the Information required by the following
table with respect to each director, officer or partner of each
principal underwriter named in the answer to Item 21 of Part B.
Unless otherwise noted, the business address of each director or
officer is Oaks, PA 19456.
Name Position and Office Positions and Offices
with Underwriter 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 & President
-Investment Advisory Group
Gilbert L. Beebower Executive Vice President --
Richard B. Lieb Executive Vice President, --
President-Investment
Services Division
Dennis J. McGonigle Executive Vice President --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Larry Hutchison Senior Vice President --
David G. Lee Senior Vice President --
Jack May Senior Vice President --
A. Keith McDowell Senior Vice President --
Hartland J. McKeown Senior Vice President --
Barbara J. Moore 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 --
Robert Aller Vice President --
Marc H. Cahn Vice President & --
Assistant Secretary
Gordon W. Carpenter Vice President --
Todd Cipperman Vice President & Vice President &
Assistant Secretary Assistant
Secretary
Robert Crudup Vice President & --
Managing Director
Barbara Doyne Vice President --
Jeff Drennen Vice President --
Vic Galef Vice President & --
Managing Director
Kathy Heilig Vice President & Treasurer --
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
Carolyn McLaurin Vice President & --
Managing Director
W. Kelso Morrill Vice President --
Joanne Nelson Vice President --
Barbara A. Nugent Vice President & --
Assistant Secretary
Sandra K. Orlow Vice President & --
Assistant Secretary
Donald Pepin Vice President & --
Managing Director
Kim Rainey Vice President --
Mark Samuels Vice President & --
Managing Director
Steve Smith Vice President --
Daniel Spaventa Vice President --
Kathryn L. Stanton Vice President & Vice President &
Assistant Secretary Assistant
Secretary
Wayne M. Withrow Vice President & --
Managing Director
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
Oaks, PA 19456
(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:
Crestar Asset Management Company
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.
Registrant hereby undertakes to file a post-effective
amendment, including financial statements which need not be
audited, within 4-6 months from the later of the commencement of
operations of the Maximum Growth Portfolio, Growth & Income
Portfolio, and the Balanced Portfolio of the Registrant or the
effective date of the Post-Effective Amendment No. 23 to the
Registrant's 1933 Act Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, as amended, the
Registrant has duly caused this Post-Effective Amendment No. 25
to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Richmond,
Commonwealth of Virginia on this 28th day of August, 1997.
CrestFunds(R), 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 August 28, 1997
Jesse F. Williams & Director
/s/ Robert DellaCroce Controller August 28, 1997
Robert DellaCroce
*
_______________________ Director August 28, 1997
John Bruce James, Jr.
*
_______________________ Director August 28, 1997
Jean L. Oakey
*
_______________________ Director August 28, 1997
Glen Douglas Pond
*By: /s/ Anthony C.J. Nuland
Anthony C.J. Nuland
Power of Attorney
<PAGE>
EXHIBIT INDEX
Name Exhibit Sequential Page #
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(a)
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(b)
Articles Supplementary to the 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). 1(c)
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(d)
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). 1(e)
Articles Supplementary to the Articles
of Incorporation dated as of May 16,
1997. 1(f)
Articles Supplementary to the Articles
of Incorporation dated as of
August 7, 1997. 1(g)
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). 2
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). 4
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). 4
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). 4
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). 5
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(a)
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). 6(b)
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(a)
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). 8(b)
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). 10(c)
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). 13
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
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(a)
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(b)
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(c)
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). 15(d)
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). 16
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). Other Exhibits
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). Other Exhibits
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). Other Exhibits
Exhibit 1(f)
CRESTFUNDS, INC.
ARTICLES SUPPLEMENTARY
CrestFunds, Inc., a Maryland corporation (hereinafter
called the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland that:
FIRST: The Board of Directors of the Corporation by
resolution adopted on May 8, 1997, adopted a resolution
reclassifying shares of stock currently classified as set forth
on Schedule A in the manner set forth on Schedule B by setting or
changing before the issuance of such shares, the preferences,
conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and
conditions of redemption thereof as hereinafter set forth.
SECOND: The Corporation has authority to issue
20,000,000,000 shares of stock, par value $0.001 per share,
aggregate par value $20,000,000.
THIRD: The Corporation is registered as an open-end
company under the Investment Company Act of 1940. The increase
or decrease in the aggregate number of shares of stock of any
class has been increased or decreased by the Board of Directors
in accordance with Section 2-105(c) of the Maryland General
Corporation Law.
FOURTH: All shares of the Corporation's stock, as so
reclassified by the Board of Directors of the Corporation, shall
have the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption set forth in Article FIFTH,
Paragraph 3, of the charter of the Corporation and shall be
subject to all provisions of the charter relating to stock of the
Corporation generally.
FIFTH: The shares of stock aforesaid have been duly
reclassified by the Board of Directors pursuant to authority and
power contained in the charter of the Corporation.
SIXTH: The undersigned Chairman of the Board and
President acknowledges these Articles Supplementary to be the
corporate act of the Corporation and as to all matters or facts
required to be verified under oath, the undersigned President
acknowledges that to the best of his knowledge, information and
belief, these matters and facts are true in all material respects
and that this statement is made under the penalties for perjury.
IN WITNESS WHEREOF, these Articles Supplementary are
executed on behalf of the Corporation by its Chairman of the
Board and President and attested by its Secretary this 8th
day of May, 1997.
ATTEST: CRESTFUNDS, INC.
/s/ David M. Carter By: /s/ Jesse F. Williams (SEAL)
Secretary Chairman of the Board and
President
<PAGE>
SCHEDULE A
Investors Investors
Trust Class Class A Class B
Cash Reserve Fund
Common Stock 4,000,000,000 250,000,000 250,000,000
U.S. Treasury Money
Fund Common Stock 3,750,000,000 250,000,000 --
Tax Free Money Fund
Common Stock 900,000,000 100,000,000 --
Limited Term Bond
Fund Common Stock
(formerly known as
"Short/Intermediate
Bond Fund") 1,400,000,000 100,000,000 --
Intermediate Bond
Fund Common Stock
(formerly known as
"Bond Fund Common
Stock") 1,400,000,000 100,000,000 --
Government Bond Fund
Common Stock 750,000,000 125,000,000 125,000,000
Maryland Municipal
Bond Fund Common
Stock (formerly
known as "Bond
Fund Common Stock") 900,000,000 50,000,000 50,000,000
Virginia Intermediate
Municipal Bond Fund
Common Stock
(formerly known as
"Virginia Municipal
Bond Fund Common
Stock") 750,000,000 250,000,000 --
Virginia Municipal Bond
Fund Common Stock 750,000,000 125,000,000 250,000,000
Value Fund Common
Stock 1,000,000,000 250,000,000 250,000,000
Capital Appreciation
Fund Common Stock 750,000,000 250,000,000 --
Special Equity Fund
Common Stock 750,000,000 125,000,000 125,000,000
<PAGE>
SCHEDULE B
Investors Investors
Trust Class Class A Class B
Cash Reserve Fund
Common Stock 4,000,000,000 250,000,000 250,000,000
U.S. Treasury Money
Fund Common Stock 3,750,000,000 250,000,000 --
Tax Free Money Fund
Common Stock 900,000,000 100,000,000 --
Limited Term Bond
Fund Common Stock
(formerly known as
"Short/Intermediate
Bond Fund") 1,000,000,000 100,000,000 --
Intermediate Bond
Fund Common Stock
(formerly known as
"Bond Fund Common
Stock") 1,000,000,000 100,000,000 --
Government Bond Fund
Common Stock 750,000,000 125,000,000 125,000,000
Maryland Municipal
Bond Fund Common
Stock (formerly
known as "Bond
Fund Common Stock") 500,000,000 50,000,000 50,000,000
Virginia Intermediate
Municipal Bond Fund
Common Stock
(formerly known as
"Virginia Municipal
Bond Fund Common
Stock") 750,000,000 250,000,000 --
Virginia Municipal Bond
Fund Common Stock 750,000,000 125,000,000 250,000,000
Value Fund Common
Stock 1,000,000,000 250,000,000 250,000,000
Capital Appreciation
Fund Common Stock 750,000,000 250,000,000 --
Special Equity Fund
Common Stock 750,000,000 125,000,000 125,000,000
Maximum Growth
Portfolio 400,000,000
Growth and Income
Portfolio 400,000,000
Balanced Portfolio 400,000,000
Exhibit 1(g)
CRESTFUNDS, INC.
ARTICLES SUPPLEMENTARY
CrestFunds, Inc., a Maryland corporation (hereinafter
called the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland that:
FIRST: The Board of Directors of the Corporation by
resolution adopted on August 7, 1997, adopted a resolution
reclassifying shares of stock currently classified as set forth
on Schedule A in the manner set forth on Schedule B by setting or
changing before the issuance of such shares, the preferences,
conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and
conditions of redemption thereof as hereinafter set forth.
SECOND: The Corporation has authority to issue
20,000,000,000 shares of stock, par value $0.001 per share,
aggregate par value $20,000,000.
THIRD: The Corporation is registered as an open-end
company under the Investment Company Act of 1940. The increase
or decrease in the aggregate number of shares of stock of any
class has been increased or decreased by the Board of Directors
in accordance with Section 2-105(c) of the Maryland General
Corporation Law.
FOURTH: All shares of the Corporation's stock, as so
reclassified by the Board of Directors of the Corporation, shall
have the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption set forth in Article FIFTH,
Paragraph 3, of the charter of the Corporation and shall be
subject to all provisions of the charter relating to stock of the
Corporation generally.
FIFTH: The shares of stock aforesaid have been duly
reclassified by the Board of Directors pursuant to authority and
power contained in the charter of the Corporation.
SIXTH: The undersigned Chairman of the Board and
President acknowledges these Articles Supplementary to be the
corporate act of the Corporation and as to all matters or facts
required to be verified under oath, the undersigned President
acknowledges that to the best of his knowledge, information and
belief, these matters and facts are true in all material respects
and that this statement is made under the penalties for perjury.
IN WITNESS WHEREOF, these Articles Supplementary are
executed on behalf of the Corporation by its Chairman of the
Board and President and attested by its Secretary this 7th
day of August, 1997
ATTEST: CRESTFUNDS, INC.
/s/ David M. Carter By: /s/ Jesse F. Williams (SEAL)
Secretary Chairman of the Board and
President
<PAGE>
SCHEDULE A
Investors Investors
Trust Class Class A Class B
Cash Reserve Fund
Common Stock 4,000,000,000 250,000,000 250,000,000
U.S. Treasury Money
Fund Common Stock 3,750,000,000 250,000,000 --
Tax Free Money Fund
Common Stock 900,000,000 100,000,000 --
Limited Term Bond
Fund Common Stock
(formerly known as
"Short/Intermediate
Bond Fund") 1,000,000,000 100,000,000 --
Intermediate Bond
Fund Common Stock
(formerly known as
"Bond Fund Common
Stock") 1,000,000,000 100,000,000 --
Government Bond Fund
Common Stock 750,000,000 125,000,000 125,000,000
Maryland Municipal
Bond Fund Common
Stock (formerly
known as "Bond
Fund Common Stock") 500,000,000 50,000,000 50,000,000
Virginia Intermediate
Municipal Bond Fund
Common Stock
(formerly known as
"Virginia Municipal
Bond Fund Common
Stock") 750,000,000 250,000,000 --
Virginia Municipal Bond
Fund Common Stock 750,000,000 125,000,000 250,000,000
Value Fund Common
Stock 1,000,000,000 250,000,000 250,000,000
Capital Appreciation
Fund Common Stock 750,000,000 250,000,000 --
Special Equity Fund
Common Stock 750,000,000 125,000,000 125,000,000
Maximum Growth
Portfolio 400,000,000
Growth and Income
Portfolio 400,000,000
Balanced Portfolio 400,000,000
<PAGE>
SCHEDULE B
Investors Investors
Trust Class Class A Class B
Cash Reserve Fund
Common Stock 4,000,000,000 250,000,000 250,000,000
U.S. Treasury Money
Fund Common Stock 3,750,000,000 250,000,000 --
Tax Free Money Fund
Common Stock 900,000,000 100,000,000 --
Limited Term Bond
Fund Common Stock
(formerly known as
"Short/Intermediate
Bond Fund") 1,000,000,000 100,000,000 --
Intermediate Bond
Fund Common Stock
(formerly known as
"Bond Fund Common
Stock") 1,000,000,000 100,000,000 --
Government Bond Fund
Common Stock 750,000,000 125,000,000 125,000,000
Maryland Municipal
Bond Fund Common
Stock (formerly
known as "Bond
Fund Common Stock") 500,000,000 50,000,000 50,000,000
Virginia Intermediate
Municipal Bond Fund
Common Stock
(formerly known as
"Virginia Municipal
Bond Fund Common
Stock") 750,000,000 250,000,000 --
Virginia Municipal Bond
Fund Common Stock 750,000,000 125,000,000 250,000,000
Value Fund Common
Stock 1,000,000,000 250,000,000 250,000,000
Capital Appreciation
Fund Common Stock 750,000,000 125,000,000 125,000,000
Special Equity Fund
Common Stock 750,000,000 125,000,000 125,000,000
Maximum Growth
Portfolio 400,000,000
Growth and Income
Portfolio 400,000,000
Balanced Portfolio 400,000,000
