CRESTFUNDS INC/
497, 1998-08-14
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                       CRESTFUNDS, INC.
                         Trust Class

            Supplement dated August 14, 1998 to the
                Prospectus dated March 31, 1998

     On July 20, 1998, the Board of Directors of CrestFunds, Inc. 
(the "Company") adopted a shareholder service plan (the "Plan") 
for Trust Class shares (the "Shares") of the following Portfolios 
of the Fund: Limited Term Bond Fund; Intermediate Bond Fund; 
Government Bond Fund; Maryland Municipal Bond Fund; Virginia 
Intermediate Municipal Bond Fund; Virginia Municipal Bond Fund 
(the "Bond Funds"); Value Fund; Capital Appreciation Fund; and 
Special Equity Fund (the "Equity Funds" and, together with the 
Bond Funds, the "Portfolios").  

     Under the Plan, firms that provide shareholder and 
administrative services may receive compensation therefor.  Under 
the Plan, SEI Investments Distribution Co. (the "Distributor") 
may provide those services itself or may enter into arrangements 
under which third parties provide such services and are 
compensated by the Distributor.  The Distributor currently 
intends to enter into an arrangement with Crestar Bank, a 
Virginia banking corporation and an affiliate of the Company's 
investment adviser, whereby Crestar Bank would provide such 
services. 

     Under the Plan, a Portfolio may pay the Distributor a 
negotiated fee at a rate of up to .25% annually of the average 
daily net assets of such Portfolio attributable to the Shares 
that are subject to the arrangement in return for provision of a 
broad range of shareholder and administrative services, 
including:  maintaining client sub-accounts; providing 
information on share positions to clients; arranging for bank 
wires; responding to client inquiries concerning services 
provided for investments; forwarding shareholder communications 
to clients; processing purchase, exchange and redemption orders; 
changing dividend options, account designations and addresses; 
providing sub-accounting; and processing dividend payments.  The 
Plan will become effective on September 30, 1998.

     Administration fees are being paid to SEI Fund Resources at 
an annualized rate of .04% for the Government Bond Fund and .06% 
for the Virginia Municipal Bond Fund.  Total Operating Expenses 
as a percentage of average daily net assets for each of these 
Funds are not expected to increase as a result of this payment of 
administration fees.

     The following replaces the "Summary of Fund Expenses" 
section on page 3 of the Trust Class Prospectus:

"Summary of Fund Expenses"

     The expense summary format below was developed for use by 
all mutual funds to help investors make their investment 
decisions.  The purpose of the tables is to assist investors in 
understanding the various costs and expenses that an investor in 
Trust Class shares would bear directly or indirectly.  Investors 
should consider this expense information for the Funds along with 
other important information in this Prospectus, including each 
Fund's investment objective, financial highlights and, where 
available, past performance.  As is more fully described under 
the heading "How to Purchase, Exchange and Redeem Shares," Trust 
Class shares of the Funds are currently available, without 
payment of any sales charge, to qualified individual or 
institutional customers whose assets are managed and/or 
administered by the Crestar Investment Group.  Trust Class shares 
of the money market funds are also offered to qualified 
individuals or institutional customers who have qualified cash 
management (or "sweep") accounts with Crestar Bank or one of its 
bank affiliates.  Such relationships may involve the payment of 
account or service fees not reflected in the tables below.

Annual Fund Operating Expenses (as a percentage of average daily 
net assets) - Net of Waivers and/or Reimbursement:

                                                        Total
                         Advisory   12b-1    Other    Operating
Fund                       Fee+     Fees+  Expenses+  Expenses+

Cash Reserve Fund.......   .38%      0%      .27%       .65%
U.S. Treasury Money 
  Fund..................   .40       0       .25        .65
Tax Free Money Fund.....   .40       0       .26        .66
Limited Term Bond Fund..   .50       0       .30        .80
Intermediate Bond Fund..   .60       0       .32        .92
Government Bond Fund....   .50       0       .21        .71
Maryland Municipal Bond 
  Fund..................   .22       0       .46        .68
Virginia Intermediate 
  Municipal Bond Fund...   .50       0       .33        .83
Virginia Municipal 
  Bond Fund.............   .50       0       .24        .74
Value Fund..............   .75       0       .37       1.12
Capital Appreciation 
  Fund..................   .75       0       .37       1.12
Special Equity Fund.....   .75       0       .36       1.11

+ Net of waivers and reimbursement.

Example:  You would pay the following expenses on a $1,000 
investment in a Fund, assuming (1) 5% annual return and (2) 
redemption at the end of each time period:

Fund                        1 Year  3 Years  5 Years  10 Years

Cash Reserve Fund.........    $7      $21      $36       $81
U.S. Treasury Money Fund..     7       21       36        81
Tax Free Money Fund.......     7       21       37        82
Limited Term Bond Fund....     8       26       44        99
Intermediate Bond Fund....     9       29       51       113
Government Bond Fund......     7       23       40        88
Maryland Municipal Bond 
  Fund....................     7       22       38        85
Virginia Intermediate 
  Municipal Bond Fund.....     8       26       46       103
Virginia Municipal Bond 
  Fund....................     8       24       41        92
Value Fund................    11       36       62       136
Capital Appreciation 
  Fund....................    11       36       62       136
Special Equity Fund.......    11       35       61       135

Explanation of Table:

Annual Fund Operating Expenses.  Advisory fees are paid by the 
Funds to Crestar Asset Management Company (the "Adviser") for 
managing the Funds' investments and business affairs (see 
"Advisory and Related Agreements - Adviser").  The Funds pay 
administration fees at an annualized rate of .15% to SEI Fund 
Resources (the "Administrator") for administrative services.  
Effective September 30, 1998 the Funds will pay a shareholder 
service plan fee at an annualized rate of up to .25% to SEI 
Investments Distribution Co. (the "Distributor")  for the 
following funds: Limited Term Bond Fund; Intermediate Bond Fund; 
Government Bond Fund; Maryland Municipal Bond Fund; Virginia 
Intermediate Municipal Bond Fund; Virginia Municipal Bond Fund; 
Value Fund; Capital Appreciation Fund; and Special Equity Fund.

Absent fee waivers, advisory fees for the Government Bond Fund, 
Maryland Municipal Bond Fund and Virginia Municipal Bond Fund 
would be .60% for each Fund.  Absent fee waivers, 12b-1 Fees 
would be .15% for each Fund.  Absent the partial waiver of 
administration fees, Other Expenses would be .30% for the 
Government Bond Fund and .35% for the Virginia Municipal Bond 
Fund.  Absent the waiver of shareholder servicing plan fees, 
Other Expenses would be .50%, .52%, .41%, .66%, .53%, .44%, .52%, 
 .52%, and .51% for the Limited Term Bond Fund, Intermediate Bond 
Fund, Government Bond Fund, Maryland Municipal Bond Fund, 
Virginia Intermediate Municipal Bond Fund, Virginia Municipal 
Bond Fund, Value Fund, Capital Appreciation Fund and Special 
Equity Fund, respectively.  Absent all fee waivers, Total 
Operating Expenses would be .80% for the Cash Reserve Fund, .80% 
for the U.S. Treasury Money Fund and .81% for the Tax Free Money 
Fund, and 1.15%, 1.27%, 1.31%, 1.41%, 1.18%, 1.34%, 1.42%, 1.42%, 
and 1.41% for the Limited Term Bond Fund, Intermediate Bond Fund, 
Government Bond Fund, Maryland Municipal Bond Fund, Virginia 
Intermediate Municipal Bond Fund, Virginia Municipal Bond Fund, 
Value Fund, Capital Appreciation Fund and Special Equity Fund, 
respectively.  Please refer to the sections "Advisory and Related 
Agreements - Administrator and Distributor," "Advisory and 
Related Agreements - Transfer Agent and Custodian" and "Other 
Expense Information."  The information contained in the table and 
example above relates only to Trust Class shares; expenses for 
Trust Class shares differ from those of A Shares and B Shares.  
See "Description of Common Stock."  Advisory fees and Other 
Expenses are reflected in each Fund's share price and are not 
charged directly to individual shareholder accounts.

Example.  The hypothetical example illustrates the expenses 
associated with a $1,000 investment in Trust Class shares over 
periods of 1, 3, 5 and 10 years based on the expenses in the 
table above and an assumed annual return of 5%.  The return of 5% 
and expenses should not be considered indications of actual or 
expected performance or expenses, both of which may vary."


At the section "INVESTMENT POLICIES - VALUE FUND AND CAPITAL 
APPRECIATION FUND" on page 18 of the Prospectus, replace the 
first sentence with the following:

     Value Fund and Capital Appreciation Fund each will invest 
primarily in domestic and foreign common stock and in securities 
convertible into common stock, such as convertible bonds and 
convertible preferred stock.


At the section "PRICING OF SHARES" on page 21 of the Prospectus, 
replace the second sentence of the third paragraph with:

     Securities traded only on over-the-counter markets are 
valued on the basis of last sale price.


At the end of the section "THE ADVISOR" on page 27 of the 
Prospectus, add the following:

     On July 20, 1998, it was announced that Crestar Financial 
Corporation ("Crestar"), the parent of Crestar Bank which is the 
parent of Crestar Asset Management Corporation ("CAMCO"), the 
Funds' investment advisor, and SunTrust Banks, Inc. ("SunTrust"), 
have signed a definitive agreement for the acquisition of Crestar 
by SunTrust.  Subject to certain conditions being met, it is 
currently anticipated that Crestar will become a wholly-owned 
subsidiary of SunTrust in the fourth quarter of 1998.   


         RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

<PAGE>
                     CRESTFUNDS, INC.
                      Investors Class

           Supplement dated August 14, 1998 to the
               Prospectus dated March 31, 1998


At the section "SUMMARY OF FUND EXPENSES" on page 3 of the 
Prospectus, add the following:

     Administration fees are being paid to SEI Fund Resources at 
an annualized rate of .04% for the Government Bond Fund and .06% 
for the Virginia Municipal Bond Fund.  Total Operating Expenses 
as a percentage of average daily net assets for each of these 
Funds are not expected to increase as a result of this payment of 
administration fees.


At the section "INVESTMENT POLICIES - VALUE FUND AND CAPITAL 
APPRECIATION FUND" on page 21 of the Prospectus, replace the 
first sentence with the following:

     Value Fund and Capital Appreciation Fund each will invest 
primarily in domestic and foreign common stock and in securities 
convertible into common stock, such as convertible bonds and 
convertible preferred stock.


At the section "PRICING OF SHARES" on page 24 of the Prospectus, 
replace the second sentence of the third paragraph  with the 
following:

     Securities traded only on over-the-counter markets are 
valued on the basis of last sale price. 


At the end of the section "THE ADVISER" on page 35 of the 
Prospectus, add the following:

     On July 20, 1998 it was announced that Crestar Financial 
Corporation ("Crestar"), the parent of Crestar Bank which is the 
parent of Crestar Asset Management Corporation ("CAMCO"), the 
Funds' investment adviser, and SunTrust Banks, Inc. ("SunTrust"), 
have signed a definitive agreement for the acquisition of Crestar 
by SunTrust.  Subject to certain conditions being met, it is 
currently anticipated that Crestar will become a wholly-owned 
subsidiary of SunTrust in the fourth quarter of 1998.  


 
            RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE





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