<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 15, 1997.
FILE NO. 33-4163
FILE NO. 811-4620
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 24 /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)
COPIES TO:
John H. Grady, Jr., Esquire David M. Carter, Esquire
Morgan, Lewis & Bockius LLP Hunton & Williams
1800 M Street NW Riverfront Plaza, East
Washington, D.C. 20036 Tower
951 East Byrd Street
Richmond, Virginia
23219-4074
------------------------
It is proposed that this filing will become effective (check appropriate box)
/ / immediately upon filing pursuant to paragraph (b)
/ / on [date] pursuant to paragraph (b)
/X/ 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.
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<PAGE>
CRESTFUNDS, INC.
CROSS REFERENCE SHEET
POST-EFFECTIVE AMENDMENT NO. 24
<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- -------------------------------------------------------------- --------------------------------------------------
<S> <C> <C>
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............. *
</TABLE>
(i)
<PAGE>
<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- -------------------------------------------------------------- --------------------------------------------------
<S> <C> <C>
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
</TABLE>
- ------------------------
* Not Applicable
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.
(ii)
<PAGE>
The Prospectus and the Statement of Additional Information for the Maximum
Growth Portfolio, Growth & Income Portfolio, and Balanced Portfolio included as
a 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, are hereby incorporated by reference as if set
forth in full herein.
<PAGE>
CRESTFUNDS, INC.
MAXIMUM GROWTH PORTFOLIO, GROWTH AND INCOME PORTFOLIO, AND BALANCED PORTFOLIO
SUPPLEMENT DATED SEPTEMBER 13, 1997 TO THE PROSPECTUS DATED JUNE 28, 1997
THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL INFORMATION BEYOND THAT
CONTAINED IN THE PROSPECTUS, AND SHOULD BE READ IN CONJUNCTION WITH THE
PROSPECTUS.
The following information is added before the section on page 5 titled
"Investment Objectives and Policies":
PERFORMANCE INFORMATION FOR ASSET ALLOCATION PROGRAMS
The assets now in the Maximum Growth, Growth and Income, and Balanced
Portfolios previously were managed by Crestar Asset Management Company pursuant
to discretionary asset allocation programs prior to each such Portfolio's
commencement of operations.
Set forth below is certain performance data for these asset allocation
programs, which is relevant because the asset allocation programs were managed
using substantially the same investment objectives, policies and restrictions as
apply to each respective Portfolio. Please note, however, that the asset
allocation programs were not subject to certain investment limitations,
diversification requirements, and other restrictions imposed by the Investment
Company Act of 1940 and the Internal Revenue Code, which, if they had been
applicable, may have adversely affected the asset allocation programs'
performance. Moreover, the performance data shown below does not represent the
historical performance of any Portfolio and should not be interpreted as
indicative of future performance of any Portfolio.
The average annual total returns for each asset allocation program (adjusted
to reflect Portfolio expenses, net of voluntary waivers and reimbursements) for
the one-year and three-year periods ended March 31, 1997, as well as the period
from inception of the asset allocation programs through that date, were as
follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
ONE YEAR THREE YEARS SINCE INCEPTION
(ENDING (ENDING (1/1/93 -
3/31/97) 3/31/97) 3/31/97)
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<S> <C> <C> <C>
Maximum Growth
Asset Allocation Program 9.57% 12.83% 11.08%
Balanced Growth
Asset Allocation Program 7.66% 10.87% 9.26%
Balanced Total Return
Asset Allocation Program 6.67% 9.61% 8.23%
</TABLE>
The asset allocation programs did not incur expenses that directly
correspond to the advisory, administrative, and other fees to which the
Portfolios are subject. Accordingly, the performance information has been
adjusted by applying the total expense ratios for the corresponding Portfolio,
as disclosed herein, which reduced the actual performance of the asset
allocation programs.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.
<PAGE>
CRESTFUNDS, INC.
PART C: OTHER INFORMATION
POST-EFFECTIVE AMENDMENT NO. 24
Item 24. FINANCIAL STATEMENTS AND EXHIBITS:
(a) Financial Statements: None
Part A--Prospectus: None
Part B--Statement of Additional Information: None
(b) Additional Exhibits
<TABLE>
<C> <S>
1(a) Articles of Incorporation of the Registrant (filed as Exhibit 1 to
Registration Statement on Form N-1A (File No. 33-4163) and incorporated
herein by reference).
1(b) Articles of Amendment to the Articles of Incorporation dated as of July
10, 1992 (filed as Exhibit 1(b) to Post-Effective Amendment No. 9 to
Registration Statement on Form N-1A (File No. 33-4163) and incorporated
herein by reference).
1(c) Articles Supplementary to the Articles of Incorporation dated as of July
10, 1992 (filed as Exhibit 1(c) to Post-Effective Amendment No. 9 to
Registration Statement on Form N-1A (File No. 33-4163) and incorporated
herein by reference).
1(d) Articles Supplementary to the Articles of Incorporation dated as of March
28, 1995 (filed as Exhibit 1(d) to Post-Effective Amendment No. 18 to
Registration Statement on Form N-1A (File No. 33-4163) and incorporated
herein by reference).
1(e) Articles Supplementary to the Articles of Incorporation dated as of
February 27, 1996 (filed as Exhibit 1(e) to Post-Effective Amendment
No. 20 to Registration Statement on Form N-1A (File No. 33-4163) and
incorporated herein by reference).
2 Copy of amended By-Laws of the Registrant (filed as Exhibit 2 to
Post-Effective Amendment No. 2 to Registration Statement on Form N-1A
(File No. 33-4163) and incorporated herein by reference).
3 Not applicable.
4 Form of Certificate for shares of Cash Reserve Fund Common Stock of the
Registrant (filed as Exhibit 4 to Registration Statement on Form N-1A
(File No. 33-4163) and incorporated herein by reference).
Form of Certificate for shares of U.S. Treasury Fund Common Stock of the
Registrant (filed as Exhibit 4 to Pre-Effective Amendment No. 1 to
Registration Statement on Form N-1A (File No. 33-3143) and incorporated
herein by reference).
Form of Certificate for shares of Tax Free Fund Common Stock of the
Registrant (filed as Exhibit 4 to Post-Effective Amendment No. 4 to
Registration Statement on Form N-1A (File No. 33-4163) and incorporated
herein by reference).
5 Form of revised Investment Advisory Agreement between the Registrant and
Capitoline Investment Services Incorporated (filed as Exhibit 5 to
Post-Effective Amendment No. 8 to Registration Statement on Form N-1A
(File No. 33-4163) and incorporated herein by reference).
</TABLE>
C-1
<PAGE>
<TABLE>
<C> <S>
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).
</TABLE>
C-2
<PAGE>
<TABLE>
<C> <S>
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).
</TABLE>
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.
<TABLE>
<CAPTION>
RECORD
TITLE OF CLASS HOLDERS
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<S> <C>
TRUST CLASS SHARES
Cash Reserve Fund......................................................................... 951
U.S. Treasury Money Fund.................................................................. 6
Tax Free Money Fund....................................................................... 227
Limited Term Bond Fund.................................................................... 796
Intermediate Bond Fund.................................................................... 797
Government Bond Fund...................................................................... 796
Virginia Municipal Bond Fund.............................................................. 182
Maryland Municipal Bond Fund.............................................................. 42
Virginia Intermediate Municipal Bond Fund................................................. 182
Value Fund................................................................................ 1,107
Capital Appreciation Fund................................................................. 1,108
Special Equity Fund....................................................................... 937
Balanced Portfolio........................................................................ 0
Growth & Income Portfolio................................................................. 0
Maximum Growth Portfolio.................................................................. 0
INVESTOR CLASS A SHARES
Cash Reserve Fund......................................................................... 119
U.S. Treasury Money Fund.................................................................. 0
Tax Free Money Fund....................................................................... 10
Limited Term Bond Fund.................................................................... 86
Intermediate Bond Fund.................................................................... 241
Government Bond Fund...................................................................... 0
Virginia Municipal Bond Fund.............................................................. 0
Maryland Municipal Bond Fund.............................................................. 0
Virginia Intermediate Municipal Bond Fund................................................. 285
Value Fund................................................................................ 2,276
Capital Appreciation Fund................................................................. 1,077
Special Equity Fund....................................................................... 821
</TABLE>
C-3
<PAGE>
<TABLE>
<CAPTION>
RECORD
TITLE OF CLASS HOLDERS
- ------------------------------------------------------------------------------------------ -----------
<S> <C>
INVESTOR CLASS B SHARES
Cash Reserve Fund......................................................................... 5
Government Bond Fund...................................................................... 83
Virginia Municipal Bond Fund.............................................................. 43
Maryland Municipal Bond Fund.............................................................. 14
Value Fund................................................................................ 894
Special Equity Fund....................................................................... 174
</TABLE>
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.
C-4
<PAGE>
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:
<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH ADVISER NAME OF OTHER COMPANY OTHER COMPANY
- ------------------------------------ --------------------------------- ------------------------------------
<S> <C> <C>
Thomas Dean Hogan Crestar Bank Group Executive Vice President
Chairman, Director
Ben L. Jones First Fidelity Bancorp Chief Investment Officer
President, Director
Robert F. Norfleet, Jr. Crestar Bank Director of Client Relations;
Director Prior thereto Corporate Executive
Vice President
Linda Flory Rigsby Crestar Financial Corporation Senior Vice President, Deputy
General Counsel & Corporate
Secretary
Crestar Bank Senior Vice President,
Deputy General Counsel & Corporate
Secretary
</TABLE>
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:
<TABLE>
<S> <C>
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-Registered Trademark- June 1, 1993
The PBHG Funds, Inc. July 16, 1993
Marquis Funds-Registered Trademark- August 17, 1993
</TABLE>
C-5
<PAGE>
<TABLE>
<S> <C>
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
</TABLE>
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.
<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- ------------------------- ------------------------------------------------------------ ------------------------
<S> <C> <C>
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, General Counsel & Secretary Vice President &
Assistant 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 --
</TABLE>
C-6
<PAGE>
<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- ------------------------- ------------------------------------------------------------ ------------------------
<S> <C> <C>
Todd Cipperman Vice President & Assistant Secretary Vice President &
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 & Assistant Secretary Vice President &
Assistant Secretary
Wayne M. Withrow Vice President & Managing Director --
James Dougherty Director of Brokerage Services --
</TABLE>
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-7
<PAGE>
(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.
C-8
<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. 24 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 11th day of July, 1997.
CrestFunds-Registered Trademark-, 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 & July 11, 1997
Jesse F. Williams Director
/s/ ROBERT DELLACROCE
- ------------------------------ Controller July 11, 1997
Robert DellaCroce
*
- ------------------------------ Director July 11, 1997
F. David Fowler
*
- ------------------------------ Director July 11, 1997
John Bruce James, Jr.
*
- ------------------------------ Director July 11, 1997
Jean L. Oakey
*
- ------------------------------ Director July 11, 1997
Glen Douglas Pond
*By: /s/ ANTHONY C.J. NULAND
-------------------------
Anthony C.J. Nuland
POWER OF ATTORNEY
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NAME EXHIBIT SEQUENTIAL PAGE #
- ---------------------------------------------------------------------------- ----------------- ---------------------
<S> <C> <C>
Articles of Incorporation of the Registrant (filed as Exhibit 1 to 1(a)
Registration Statement on Form N-1A (File No. 33-4163) and incorporated
herein by reference).
Articles of Amendment to the Articles of Incorporation dated as of July 10, 1(b)
1992 (filed as Exhibit 1(b) to Post-Effective Amendment No. 9 to
Registration Statement on Form N-1A (File No. 33-4163) and incorporated
herein by reference).
Articles Supplementary to the Articles of Incorporation dated as of July 10, 1(c)
1992 (filed as Exhibit 1(c) to Post Effective Amendment No. to
Registration Statement on Form N-1A (File No. 33-4163) and incorporated
herein by reference).
Articles Supplementary to the Articles of Incorporation dated as of March 1(d)
28, 1995 (filed as Exhibit 1(d) to Post-Effective Amendment No. 18 to
Registration Statement on Form N-1A (File No. 33-4163) and incorporated
herein by reference).
Articles Supplementary to the Articles of Incorporation dated as of February 1(e)
27, 1996 (filed as Exhibit 1(e) to Post-Effective Amendment No. 20 to
Registration Statement on Form N-1A (File No. 33-4163) and incorporated
herein by reference).
Copy of amended By-Laws of the Registrant (filed as Exhibit 2 to Post 2
Effective Amendment No. 2 to Registration Statement on Form N-1A (File No.
33-4163) and incorporated herein by reference).
Form of Certificate for shares of Cash Reserve Fund Common Stock of the 4
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 4
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 4
Registrant (filed as Exhibit 4 to Post-Effective Amendment No. 4 to
Registration Statement on Form N-1A (File No. 33-4163) and incorporated
herein by reference).
Form of revised Investment Advisory Agreement between the Registrant and 5
Capitoline Investment Services Incorporated (filed as Exhibit 5 to
Post-Effective Amendment No. 8 to Registration Statement on Form N-1A
(File No. 33-4163) and incorporated herein by reference).
Administration Agreement between the Registrant and SEI Financial Management 6(a)
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).
</TABLE>
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<TABLE>
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Distribution Agreement between Registrant and SEI Financial Services Company 6(b)
(filed as Exhibit 6(b) to Post-Effective Amendment No. 17 to Registration
Statement on Form N-1A (File No. 33-4163) and incorporated herein by
reference).
Custodian Agreement between Registrant and Crestar Bank (filed as Exhibit 8(a)
8(a) to Post-Effective Amendment No. 9 to Registration Statement on Form
N-1A (File No. 33-4163) and incorporated herein by reference).
Transfer Agency Agreement between Registrant and Crestar Bank (filed as 8(b)
Exhibit 8(b) to Post-Effective Amendment No. 9 to Registration Statement
on Form N-1A (File No. 33-4163) and incorporated herein by reference).
Opinion of Hunton & Williams (filed as Exhibit 10(c) to Post-Effective 10(c)
Amendment No. 20 to Registration Statement on Form N-1A (File No. 33-4163)
and incorporated herein by reference).
Investment representation letter of John Y. Keffer as initial purchaser of 13
shares of stock of the Registrant (filed as Exhibit 13 to Pre-Effective
Amendment No. 2 to Registration Statement on Form N-1A (File No. 33-4163)
and incorporated herein by reference).
Distribution and Service Plans adopted under Rule 12b-1 by the Registrant on 15
behalf of each series (filed as Exhibit 15 to Post-Effective Amendment No.
9 to Registration Statement on Form N-1A (File No. 33-4163) and
incorporated herein by reference).
Additional Distribution and Service Plans for Cash Reserve Fund, U.S. 15(a)
Treasury Money Fund and Tax Free Money Fund (filed as Exhibit 15(a) to
Post-Effective Amendment No. 12 to Registration Statement on Form N-1A
(File No. 33-4163) and incorporated herein by reference).
Amended and Restated Distribution and Service Plan Trust Class and Investors 15(b)
Class A (filed as Exhibit 15(b) to Post-Effective Amendment No. 16 to
Registration Statement on Form N-1A (File No. 33-4163) and incorporated
herein by reference).
Amended and Restated Distribution and Service Plan Investors Class A (filed 15(c)
as Exhibit 15(c) to Post-Effective Amendment No. 16 to Registration
Statement on Form N-1A (File No. 33-4163) and incorporated herein by
reference).
Investors Class B Distribution and Service Plan Contingent Deferred Sales 15(d)
Charge Class (filed as Exhibit 15(d) to Post-Effective Amendment No. 16 to
Registration Statement on Form N-1A (File No. 33-4163) and incorporated
herein by reference).
Schedule for computation of performance quotations (filed as Exhibit 16 to 16
Post-Effective Amendment No. 10 to Registration Statement on Form N-1A
(File No. 33-4163) and incorporated herein by reference).
</TABLE>
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NAME EXHIBIT SEQUENTIAL PAGE #
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Powers of attorney (filed as Other Exhibits to Post-Effective Amendment No. Other Exhibits
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 Other Exhibits
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 Other Exhibits
to Registration Statement on Form N-1A (File No. 33-4163) and incorporated
herein by reference).
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