As filed with the Securities and Exchange Commission on December 31, 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 __
POST-EFFECTIVE AMENDMENT NO. 26 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
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. 26
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 Description of
Securities Common Stock; How to
Purchase, Exchange and
Redeem Shares; Dividends
and Tax Matters
Item 7. Purchase of Securities Advisory and
Being Offered 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 Investment Policies and
Policies Limitations of the
Portfolios; Investment
Practices of the Underlying
CrestFunds; Portfolio
Transactions
Item 14. Management of the Directors and Officers and
Registrant Affiliated Persons
Item 15. Control Persons and *
Principal Holders
Item 16. Investment Advisory and Directors and Officers and
Other Services Affiliated Persons; The
Adviser; Administrator and
Distributor; Transfer Agent;
Custodian; Auditor
Item 17. Brokerage Allocation Portfolio Transactions
Item 18. Capital Stock and Other Additional Description
Securities of Common Stock
Item 19. Purchase, Redemption, and Valuation of Portfolio
Pricing of Securities Securities; Additional
Being Offered 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 Portfolio Performance
Quotations
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 Prospectus and Statement of Additional Information for the
Maximum Growth Portfolio, the Growth and Income Portfolio, and
the Balanced Portfolio, included as part of Post-Effective
Amendment No. 23 to the Registrant's Registration Statement on
Form N-1A (File No. 33-4163), filed with the Securities and
Exchange Commission on April 14, 1997.
<PAGE>
CrestFunds, Inc.
Supplement dated December 31, 1997 to the
Prospectus dated June 28, 1997
The Prospectus dated June 28, 1997 as it relates to the Maximum Growth
Portfolio, the Growth and Income Portfolio and the Balanced Portfolio is hereby
amended and supplemented by the addition of the following unaudited financial
information for the period ending October 31, 1997:
Maximum Growth and
Growth Income Balanced
Portfolio(1) Portfolio(1) Portfolio(1)
Selected Per-Share Data
Net asset value, beginning
of period $10.00 $10.00 $10.00
Income from investment
operations:
Net investment income 0.026 0.075 0.094
Net realized and
unrealized gain/(loss)
on investments 0.533 0.443 0.406
Distributions:
Net investment income (0.025) (0.069) (0.087)
Net asset value, end of
period $10.53 $10.45 $10.41
Total Return 5.55% 5.19% 4.97%
Ratios and Supplemental
Data
Net assets, end of
period (thousands) $12,749 $21,022 $89,045
Ratio of expenses to
average net assets 0.25%* 0.25%* 0.25%*
Ratio of expenses to
average net assets
excluding fee waivers 0.74%* 0.59%* 0.42%*
Ratio of net investment
income to average net
assets 0.75%* 2.14%* 2.71%*
Ratio of net investment
income to average net
assets excluding fee
waivers 0.26%* 1.80%* 2.54%*
Portfolio turnover rate 16.30% 11.01% 26.24%
____________________
(1) Commercial operations July 1, 1997
*Annualized
<PAGE>
CrestFunds, Inc.
Supplement dated December 31, 1997 to the
Statement of Additional Information dated June 28, 1997
The Statement of Additional Information dated June 28, 1997 as it relates to the
Maximum Growth Portfolio, the Growth and Income Portfolio and the Balanced
Portfolio is hereby amended and supplemented by the addition of the following
unaudited financial information for the period ending October 31, 1997:
<PAGE>
Statement of Net Assets
October 31, 1997
Maximum Growth
Shares/
Face Market
Amount Value
(000) (000)
Equity Funds (86.0%)
CrestFunds Capital Appreciation
Fund......................... 245,932 $ 3,819
CrestFunds Special Equity Fund. 160,224 2,714
CrestFunds Value Fund.......... 275,487 4,435
Total Equity Funds
(Cost $10,359)............ 10,968
Fixed Income Funds (0.0%)
CrestFunds Government Bond
Fund.......................... 20 $ -
CrestFunds Intermediate Bond
Fund.......................... 21 -
CrestFunds Limited Term Bond
Fund.......................... 19 -
Total Fixed Income Funds
(Cost $1)................. 1
Money Market Funds (14.0%)
CrestFunds Cash Reserve
Fund.......................... 1,780 $ 1,780
Total Money Market Funds
(Cost $1,780)............. 1,780
Total Investments (100.0%)
(Cost $12,140)............ 12,749
Other Assets and Liabilities,
Net: (0.0%) -
Net Assets:
Portfolio Shares of Institutional
Class (unlimited authorization
no par value) based on
1,210,268 outstanding shares of
beneficial interest 12,137
Undistributed net investment income 2
Accumulated net realized gain on
investments 1
Net unrealized appreciation on
investments 609
Total Net Assets:
(100.0%).................. 12,749
Net Asset Value, Offering and
Redemption Price Per Share -
Institutional Class $ 10.53
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 Net Assets
October 31, 1997
Growth and Income
Shares/
Face Market
Amount Value
(000) (000)
Equity Funds (61.7%)
CrestFunds Capital Appreciation
Fund......................... 286,162 $ 4,444
CrestFunds Special Equity Fund. 210,022 3,558
CrestFunds Value Fund.......... 343,356 5,528
Total Equity Funds
(Cost $12,757)............ 13,530
Fixed Income Funds (29.5%)
CrestFunds Government Bond
Fund.......................... 208,363 $ 2,165
CrestFunds Intermediate Bond
Fund.......................... 216,526 2,163
CrestFunds Limited Term Bond
Fund.......................... 215,070 2,140
Total Fixed Income Funds
(Cost $6,350)............. 6,468
Money Market Funds (8.6%)
CrestFunds Cash Reserve
Fund.......................... 1,887 $ 1,887
Total Money Market Funds
(Cost $1,887)............. 1,887
Total Investments (99.8%)
(Cost $20,994)............ 21,885
Other Assets and Liabilities,
Net: (0.2%) 37
Net Assets:
Portfolio Shares of Institutional
Class (unlimited authorization
no par value) based on
2.098,023 outstanding shares of
beneficial interest 21,017
Undistributed net investment income 12
Accumulated net realized gain on
investments 3
Net unrealized appreciation on
investments 890
Total Net Assets:
(100.0%).................. 21,922
Net Asset Value, Offering and
Redemption Price Per Share -
Institutional Class $ 10.45
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 Net Assets
October 31, 1997
Balanced Fund
Shares/
Face Market
Amount Value
(000) (000)
Equity Funds (51.4%)
CrestFunds Capital Appreciation
Fund......................... 869,353 $ 13,501
CrestFunds Special Equity Fund. 851,087 14,417
CrestFunds Value Fund.......... 1,108,617 17,849
Total Equity Funds
(Cost $42,963)............ 45,767
Fixed Income Funds (39.0%)
CrestFunds Government Bond
Fund.......................... 840,981 $ 8,738
CrestFunds Intermediate Bond
Fund.......................... 1,743,851 17,421
CrestFunds Limited Term Bond
Fund.......................... 863,702 8,594
Total Fixed Income Funds
(Cost $34,074)............ 34,753
Money Market Funds (9.4%)
CrestFunds Cash Reserve
Fund.......................... 8,335 $ 8,335
Total Money Market Funds
(Cost $8,335)............. 8,335
Total Investments (99.8%)
(Cost $85,372)............ 88,855
Other Assets and Liabilities,
Net: (0.2%) 190
Net Assets:
Portfolio Shares of Institutional
Class (unlimited authorization
no par value) based on
8,551,306 outstanding shares of
beneficial interest 85,466
Undistributed net investment income 62
Accumulated net realized gain on
investments 34
Net unrealized appreciation on
investments 3,483
Total Net Assets:
(100.0%).................. 89,045
Net Asset Value, Offering and
Redemption Price Per Share -
Institutional Class $ 10.41
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 Operations CrestFunds, Inc.
For the Period Ended October 31, 1997 Unaudited
(In Thousands)
Maximum Growth & Balanced
Growth Fund Income Fund Fund
Interest Income: $ 10 $ 12 $ 41
Dividend Income: 32 159 840
Expenses :
Investment Advisory fees 10 18 75
Waiver of Investment Advisory
Fees (7) (11) (39)
Administrative Fees 14 14 14
Waiver of Administrative fees (14) (14) (14)
Custodian/Tranfer Agent Fees 3 5 22
Professional Fees 1 1 3
Directors Fees - - 1
Registration & Filing fees 1 2 10
Insurance Expense - - -
Distribution Fees-Trust Class - - -
Waiver of Distribution Fees-
Trust Class - - -
Printing Fees - - -
Miscellaneous Fees 2 2 2
Total Expenses 10 17 74
Net Investment Income 32 154 807
Net Realized Gain(Loss)
on Investments 1 3 34
Change in Net Unrealized
Appreciation(Depreciation)
of Investments 609 890 3,483
Change in Net Realized and
Unrealized Gain(Loss) on
Investments 610 893 3,517
Increase in Net Assets
Resulting From Operations 642 1,047 4,324
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.
For the Four Month Period Ended October 31, 1997 (Unaudited)
(In Thousands)
Maximum Growth & Balanced
Growth Fund Income Fund Fund
7/1/97 7/1/97 7/1/97
to 10/31/97 to 10/31/97 to 10/31/97
Investment Activities:
Net Investment Income... $ 32 $ 154 $ 807
Net Realized Gain (Loss)
on Investment.......... 1 3 34
Net Unrealized
Appreciation of
Investments............ 609 890 3,483
Increase in Net Assets
Resulting From
Operations.............. 642 1,047 4,324
Distributions to
Shareholders:
Net Investment Income:
Trust Class........... (30) (142) (745)
In Excess of Net
Investment Income
Trust Class........... - - -
Capital Gains:
Trust Class........... - - -
In Excess of Capital
Gains
Trust Class........... - - -
Total Distributions.. (30) (142) (745)
Change in Net Assets...... 612 905 3,579
Capital Share Transactions:
Trust Class
Proceeds from Shares
Issued.............. 12,730 21,305 92,723
Reinvestment of Cash
Distributions....... 30 142 745
Cost of Shares
Redeemed............ (623) (430) (8,002)
Total Trust Class
Transactions....... 12,137 21,017 85,466
Net Increase (Decrease)
in Net Assets from
Capital Share
Transactions........... 12,137 21,017 85,466
Total Increase
(Decrease) in Net
Assets............... 12,749 21,922 89,045
Net Assets:
Beginning of Period..... - - -
Net Assets:
End of Period........... $12,749 $21,922 $89,045
Capital Share Transactions
Trust Class
Shares Issued........ 1,268 2,127 9,252
Shares Issued in
Lieu of Cash
Distributions..... 3 13 71
Shares Redeemed..... (61) (42) (772)
Total Trust Class
Share Transactions. 1,210 2,098 8,551
Net Increase from Capital
Share Transactions...... 1,210 2,098 8,551
Amounts designated as "-" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
<PAGE>
Notes to Financial Statements CrestFunds, Inc.
October 31, 1997
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 fifteen
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 foregoing financial statements
relate solely to the Trust Class Shares of the following Funds:
LIFE VISION FUNDS
Life Vision Maximum Growth Portfolio
Life Vision Growth and Income Portfolio
Life Vision Balanced Portfolio
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 accreted 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, Crestar
Asset Management Company, 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.
Use of Estimates in the Preparation of Financial Statements
- -- The Financial Statements have been prepared in conformity with
generally accepted accounting principles which permit management
to make certain estimates and assumptions at the date of the
financial statements.
3. Fees and Other Transactions with Affiliates
Management Fees -- The Company's investment advisor is
Crestar Asset Management Company (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; Maximum
Growth Portfolio, Growth and Income Portfolio, and Balanced
Portfolio; .25% of each Fund's average daily net assets of each
Fund. The Advisor has voluntarily agreed to waive a portion of
its fee in order to limit total operating expenses.
Administration and Distribution Fees -- SEI Fund Resources
(the "Administrator"), a Delaware business trust, serves as
administrator to the Company. SEI Investments Management
Corporation, a wholly-owned subsidiary of SEI Investments Company
("SEI"), 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 of $40,000
annually for each portfolio. The Administrator has voluntarily
agreed to waive its fee for each Fund for a twelve month period
following the commencement of operations.
SEI Investments Distribution Co. (the Distributor), a
wholly-owned subsidiary of SEI, serves as distributor of each
Fund's shares pursuant to a distribution agreement with the
Company.
Transfer Agent and Custodian Fees -- Crestar Bank serves as
each Fund's transfer agent and dividend disbursing agent and is
compensated for those services monthly by each Fund at an annual
rate of .05% of average daily net assets of each Fund. In
addition, Crestar Bank serves as the Company's custodian and is
compensated at an annual rate of up to .03% of each Portfolio's
average daily net assets.
4. Investment Transactions
The cost of security purchases and the proceeds from the
sale of securities during the period ended October 31, 1997, for
each Portfolio is as follows:
Purchase Sales
(000) (000)
Maximum Growth Portfolio $ 13,687 1,549
Growth and Income Portfolio 22,787 1,796
Balanced Portfolio 103,199 17,861
At October 31, 1997, 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 October 31, 1997,
for each Portfolio is as follows:
Net
Appreciation/
Appreciation Depreciation Depreciation
(000) (000) (000)
Maximum Growth $ 619 $(10) $ 609
Growth and Income 894 (4) 890
Balanced 3,483 -- 3,483
<PAGE>
Financial Highlights CrestFunds, Inc.
For the Period Ended October 31, 1997 (Unaudited)
<TABLE>
<CAPTION>
Investment Activities Distributions
Net ----------------------------- -------------------- Net Net
Asset Net Realized Asset Asset,
Value, Net and Unrealized Net Value, End
Beginning Investment Gain/(Loss) Investment Capital End Total of Period
of Period Income on Investments Income Gains of Period Return (000)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
- --------------------------------
Maximum Growth Portfolio
- --------------------------------
Trust Class
For the period ended October 31:
1997(1) $10.00 0.026 0.533 (0.025) - $10.53 5.55 12,749
- --------------------------------
Growth and Income Portfolio
- --------------------------------
Trust Class
For the period ended October 31:
1997(1) $10.00 0.075 0.443 (0.069) - $10.45 5.19 21,922
- --------------------------------
Balanced Portfolio
- --------------------------------
Trust Class
For the period ended October 31:
1997(1) $10.00 0.094 0.406 (0.087) - $10.41 4.97 89,045
</TABLE>
<TABLE>
<CAPTION>
Ratio of
Ratio Net Investment
of Expenses Ratio of Income
Ratio to Average Net Investment to Average
of Expenses Net Assets Income Net Assets Portfolio
to Average Excluding to Average Excluding Turnover
Net Assets Fee Waivers Net Assets Fee Waivers Rate
- -----------------------------------------------------------------------------------------------------
<S> <C>
- --------------------------------
Maximum Growth Portfolio
- --------------------------------
Trust Class
For the period ended October 31: 0.25%* 0.74%* 0.75%* 0.26%* 16.30%
1997(1)
- --------------------------------
Growth and Income Portfolio
- --------------------------------
Trust Class
For the period ended October 31: 0.25%* 0.59%* 2.14%* 1.8%* 11.01%
1997(1)
- --------------------------------
Balanced Portfolio
- --------------------------------
Trust Class
For the period ended October 31: 0.25%* 0.42%* 2.71%* 2.54%* 26.24%
1997(1)
</TABLE>
Amounts designated as "-" are either $0 or have been rounded to $0.
(1) Commenced operations July 1, 1997.
* Annualized
<PAGE>
CRESTFUNDS, INC.
PART C: OTHER INFORMATION
POST-EFFECTIVE AMENDMENT NO. 26
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 as
Exhibit 1(f) to Post-Effective Amendment No. 25 to
Registration Statement on Form N-1A (File No.
33-4163) and incorporated herein by reference).
1(g) Articles Supplementary to the Articles of
Incorporation dated as of August 7, 1997 (filed as
Exhibit 1(g) to Post-Effective Amendment No. 25 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) 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).
17 Financial Data Schedule
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 December 24, 1997.
Title of Class Record Holders
Trust Class Shares
Cash Reserve Fund........................................1211
U.S. Treasury Money Fund................................. 5
Tax Free Money Fund...................................... 235
Limited Term Bond Fund...................................1044
Intermediate Bond Fund...................................1044
Government Bond Fund.....................................1044
Virginia Municipal Bond Fund............................. 222
Maryland Municipal Bond Fund............................. 76
Virginia Intermediate Municipal Bond Fund................ 223
Value Fund...............................................1470
Capital Appreciation Fund................................1468
Special Equity Fund......................................1264
Balanced Portfolio....................................... 115
Growth & Income Portfolio................................ 29
Maximum Growth Portfolio................................. 29
Investor Class A Shares
Cash Reserve Fund........................................ 112
U.S. Treasury Money Fund................................. 0
Tax Free Money Fund...................................... 9
Limited Term Bond Fund................................... 83
Intermediate Bond Fund................................... 251
Government Bond Fund..................................... 0
Virginia Municipal Bond Fund............................. 0
Maryland Municipal Bond Fund............................. 0
Virginia Intermediate Municipal Bond Fund................ 283
Value Fund...............................................2734
Capital Appreciation Fund................................1269
Special Equity Fund...................................... 921
Investor Class B Shares
Cash Reserve Fund........................................ 5
Government Bond Fund..................................... 104
Virginia Municipal Bond Fund............................. 58
Maryland Municipal Bond Fund............................. 33
Value Fund...............................................1659
Special Equity Fund...................................... 359
Capital Appreciation Fund................................ 136
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 Connection with
with Adviser Name of Other Company Other Company
Thomas Dean Hogan Crestar Bank Group Executive
Chairman, Director Vice President
Ben L. Jones First Fidelity Bancorp Chief Investment
President, Director Officer
Robert F. Norfleet, Crestar Bank Director of
Jr. Client Relations;
Director Prior thereto
Corporate
Executive Vice
President
Linda Flory Rigsby Crestar Financial Senior Vice
Corporation President,
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
PBHG Insurance Series Fund, Inc. April 1, 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.
Position and Offices Positions and Offices
Name 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 -
John Krzeminski Vice President & Managing
Director -
Carolyn McLaurin Vice President & Managing
Director -
W. Kelso Morrill Vice President -
Mark Nagle Vice President -
Joanne Nelson Vice President -
Barbara A. Nugent Vice President &
Assistant Secretary -
Sandra K. Orlow Vice President &
Assistant Secretary -
Cynthia M. Parrish Vice President &
Assistant Secretary -
Donald Pepin Vice President &
Managing Director -
Kim Rainey Vice President -
Robert Redican Vice President -
Maria Rinehart 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.
<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. 26
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 31st day of December, 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 December 31, 1997
- ----------------------- & Director
Jesse F. Williams
/s/ Robert DellaCroce Controller December 31, 1997
- -----------------------
Robert DellaCroce
*
________________________ Director December 31, 1997
John Bruce James, Jr.
*
________________________ Director December 31, 1997
Jean L. Oakey
*
________________________ Director December 31, 1997
Glen Douglas Pond
*By: /s/Anthony C.J. Nuland
------------------------
Power of Attorney
<PAGE>
EXHIBIT INDEX
Name Exhibit
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 (filed as
Exhibit 1(f) to Post-Effective
Amendment No. 25 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 August 7, 1997 (filed as
Exhibit 1(g) to Post-Effective
Amendment No. 25 to Registration
Statement on Form N-1A (File No.
33-4163) and incorporated herein
by reference) 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
Financial Data Schedule 17
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
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<GROSS-EXPENSE> 42
<AVERAGE-NET-ASSETS> 21265
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> .08
<PER-SHARE-GAIN-APPREC> .44
<PER-SHARE-DIVIDEND> .07
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.45
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<AVG-DEBT-PER-SHARE> 0
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<NAME> LIFE VISION BALANCED PORTFOLIO
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