CrestFunds, Inc.
Investors Class
Supplement dated July 1, 1997 to the
Prospectus dated March 31, 1997
B Shares of the Funds are subject to Rule 12b-1 distribution and
service fees of 1.00% of the average daily net assets. As of
July 1, 1997, the Distributor will waive .05% of the Rule 12b-1
distribution and service fees for each of the Funds, with the
exception of the Value Fund. As of July 1, 1997, the Distributor
will waive .25% of the Rule 12b-1 distribution and service fees
for the Value Fund. The Prospectus is hereby amended and
supplemented to delete the following section and to add the
following section beginning on page 3 as follows:
Annual Fund Operating Expenses (as a percentage of average daily
net assets) Net of Waivers and/or Reimbursement:
A Shares
Total
Advisory 12b-1 Other Operating
Fund Fee+ Fees+ Expenses+ Expenses+
Cash Reserve Fund .39% 0% .27% .66%*
U.S. Treasury Money Fund .40 0 .27 .67
Tax Free Money Fund .40 0 .27 .67
Limited Term Bond Fund .50 0 .29 .79
Intermediate Bond Fund .60 0 .29 .89
Government Bond Fund(1) .50 0 .22 .72 *
Maryland Municipal Bond
Fund(1) .25 0 .47 .72
Virginia Intermediate
Municipal Bond Fund .50 0 .29 .79
Virginia Municipal
Bond Fund(1) .50 0 .22 .72
Value Fund .75 0 .28 1.03
Capital Appreciation
Fund .75 0 .30 1.05
Special Equity Fund .75 0 .30 1.05
__________
+ Net of waivers and reimbursement.
* Total Operating Expenses have been restated to reflect
current fees.
(1) A Shares of Government Bond Fund, Maryland Municipal Bond
Fund and Virginia Municipal Bond Fund are available through
conversion only.
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
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, Virginia Intermediate Municipal Bond Fund and Capital
Appreciation 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:
A Shares 1 Year 3 Years 5 Years 10 Years
Cash Reserve Fund $ 7 $21 $37 $ 82
Tax Free Money Fund 7 21 37 83
Limited Term Bond Fund 28 45 63 116
Intermediate Bond Fund 39 58 78 136
Government Bond Fund(1) 7 23 40 89
Maryland Municipal
Bond Fund(1) 7 23 40 89
Virginia Intermediate
Municipal Bond Fund 43 59 77 129
Virginia Municipal Bond
Fund(1) 7 23 40 89
Value Fund 55 76 99 165
Capital Appreciation Fund 55 77 100 167
Special Equity Fund 55 77 100 167
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
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
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.
RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.
<PAGE>
The Trust Class Statement of Additional Information for
CrestFunds, Inc., included as part of Post-Effective Amendment
No. 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, is hereby incorporated by
reference as if set forth in full herein.
<PAGE>
CrestFunds, Inc.
Trust Class
Supplement dated July 1, 1997 to the
Statement of Additional Information dated March 28, 1997
Effective July 1, 1997, the Statement of Additional
Information is hereby amended and supplemented to add the
following as a non-fundamental limitation to the end of section
"Investment Policies and Limitations" on page 7:
Maximum Growth, Growth and Income and Balance Funds:
xvi. Each of these Funds will operate as a fund of
funds in reliance upon Section 12(d)(1)(G) of the
Investment Company Act of 1940. Each Fund will
not, to the extent it may acquire shares of
registered open-end investment companies or
registered unit investment trusts, acquire such
shares in excess of the limits of Section 12(d)(1)
by virtue of reliance upon either Section
12(d)(1)(F) or Section 12(d)(1)(G) of the 1940
Act.
<PAGE>
The Investors Class Statement 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, is hereby incorporated by
reference as if set forth in full herein.
<PAGE>
CrestFunds, Inc.
Investors Class
Supplement dated July 1, 1997 to the
Statement of Additional Information dated March 28, 1997
Effective July 1, 1997, the Statement of Additional
Information is hereby amended and supplemented to add the
following as a non-fundamental limitation to the end of section
"Investment Policies and Limitations" on page 7:
Maximum Growth, Growth and Income and Balance Funds:
xvi. Each of these Funds will operate as a fund of
funds in reliance upon Section 12(d)(1)(G) of the
Investment Company Act of 1940. Each Fund will
not, to the extent it may acquire shares of
registered open-end investment companies or
registered unit investment trusts, acquire such
shares in excess of the limits of Section 12(d)(1)
by virtue of reliance upon either Section
12(d)(1)(F) or Section 12(d)(1)(G) of the 1940
Act.
