UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-8F
APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED INVESTMENT COMPANIES.
I. GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister (check ONLY ONE; for descriptions,
SEE Instruction 1 above):
[ X ] MERGER
[ ] LIQUIDATION
[ ] ABANDONMENT OF REGISTRATION
(Note: Abandonments of Registration answer ONLY questions 1 through
15, 24 and 25 of this form and complete verification at the end of
the form.)
[ ] Election of status as a BUSINESS DEVELOPMENT COMPANY
(Note: Business Development Companies answer ONLY questions 1
through 10 of this form and complete verification at the end of the
form.)
2. Name of fund: CrestFunds, Inc.
3. Securities and Exchange Commission File No.: 811-04620
4. Is this an initial Form N-8F or an amendment to a previously filed Form N-8?
[X ] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. & Street, City, State,
Zip Code):
300 East Lombard Street, Baltimore, Maryland 21202
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6. Name, address and telephone number of individual the Commission staff should
contact with any questions regarding this form:
W. John McGuire
Morgan, Lewis & Bockius LLP
1800 M Street, N.W.
Washington, D.C. 20036
(202) 467-7654
7. Name, address and telephone number of individual or entity responsible
for maintenance and preservation of fund records in accordance with rules
31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
NOTE: ONCE DEREGISTERED A FUND IS STILL REQUIRED TO MAINTAIN AND PRESERVE
THE RECORDS DESCRIBED IN RULES 31A-1 AND 31A-2 FOR THE PERIODS SPECIFIED
IN THOSE RULES.
SunTrust Bank (formerly Crestar Bank)
919 East Main Street
Richmond, Virginia 23219
(800) 273-7827
Trusco Capital Management, Inc. (formerly Crestar Asset Management Company)
919 East Main Street
Richmond, Virginia 23219
(800) 273-7827
SEI Investments Mutual Funds Services (formerly SEI Fund Resources)
One Freedom Valley Drive
Oaks, PA 19456
(610) 676-2813
8. Classification of fund (check only one):
[ X ] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[ X ] Open-end [ ] Closed-end
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10. State law under which the fund was organized or formed (E.G., Delaware,
Massachusetts):
Maryland
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the fund's
contracts with those advisers have been terminated:
Crestar Asset Management Company (formerly Capitoline Investment Services,
Incorporated)
919 East Main Street
Richmond, VA 23219
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated:
Fidelity Distributors Corporation
82 Devonshire Street
Boston, MA 02109
SEI Financial Services Company
One Freedom Valley Drive
Oaks, PA 19456
SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, PA 19456
13. If the fund is a unit investment trust ("UIT") provide:
N/A
(a) Depositor's name(s) and address(es):
(b) Trustee's name(s) and address(es):
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (E.G., an insurance company separate account)?
[ ] Yes [ X ] No
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If Yes, for each UIT state:
Name(s):
File No.: 811-_________
Business Address:
15. (a) Did the fund obtain approval from the board of directors concerning
the decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[ X ] Yes [ ] No
If Yes, state the date on which the board vote took place:
February 19, 1999
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning the
decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[ X ] Yes [ ] No
If Yes, state the date on which the shareholder vote took
place:
May 7, 1999
If No, explain:
II. DISTRIBUTIONS TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection with
the Merger or Liquidation?
[ X ] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those
distributions:
May 17, 1999 and May 24, 1999
(b) Were the distributions made on the basis of net assets?
[ X ] Yes [ ] No
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(c) Were the distributions made PRO RATA based on share ownership?
[ X ] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of distributions to
shareholders. For Mergers, provide the exchange ratio(s) used and
explain how it was calculated:
(e) LIQUIDATIONS ONLY:
Were any distributions to shareholders made in kind?
[ ] Yes [ ] No
If Yes, indicate the percentage of fund shares owned by affiliates,
or any other affiliation of shareholders:
17. CLOSED-END FUNDS ONLY:
Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior security
holders and distributions to other shareholders:
18. Has the fund distributed all of its assets to the fund's shareholders?
[ X ] Yes [ ] No
If No,
(a) How many shareholders does the fund have as of the date this form
is filed?
(b) Describe the relationship of each remaining shareholder to the
fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [ X ] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
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III. ASSETS AND LIABILITIES
20. Does the fund have any assets as of the date this form is filed?
(SEE QUESTION 18 ABOVE)
[ ] Yes [ X ] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund
as of the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
[ ] Yes [ X ] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal expenses: $336,596*
(ii) Accounting expenses: $ 9,500
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*This amount includes $6,681 of legal expenses related to the filing of this
Form N-8F.
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(iii) Other expenses (list and identify separately):
Special Board Meetings $ 8,000
Printing Costs $ 81,018
Shareholder Communication $145,158
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(iv) Total expenses
(sum of lines (i)-(iii) above): $580,272
(b) How were those expenses allocated?
Expenses related to the reorganization incurred by the fund
were allocated PRO RATA among the series of the fund, and the
amounts so allocated were allocated to each class of each
series of the fund, as determined by the Board of Directors of
the fund. Notwithstanding the foregoing, each series of the
fund surviving the merger (the "Acquiring Funds") paid: (a)
expenses incurred in connection with the entering into and the
carrying out of the provisions of the reorganization
agreement; (b) registration or qualification fees and expenses
of preparing and filing such forms as were necessary under
applicable state securities laws to qualify Acquiring Funds'
shares to be issued in connection therewith in each state in
which the fund's shareholders are resident as of the date of
the mailing of the Prospectus and Proxy Statement to such
shareholders; and (c) their own federal and state registration
fees.
(c) Who paid those expenses?
Reorganization expenses were paid by those funds listed above
to which such expenses were allocated, in proportion to those
allocations.
(d) How did the fund pay for unamortized expenses (if any)?
N/A
23. Has the fund previously filed an application for an order of the Commission
regarding the Merger or Liquidation?
[ X ] Yes [ ] No
If Yes, cite the release numbers of the Commission's notice and order
or, if no notice or order has been issued, the file number and date the
application was filed:
Investment Company Act Release Nos. 23809 (Apr. 23, 1999) (notice) and
23839 (May 14, 1999) (order)
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V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [ X ] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business activities
other than those necessary for winding up its affairs?
[ ] Yes [ X ] No
If Yes, describe the nature and extent of those activities:
VI. MERGERS ONLY
26. (a) State the name of the fund surviving the Merger:
STI Classic Funds
(b) State the Investment Company Act file number of the fund surviving
the Merger:
811-06557
(c) If the merger or reorganization agreement has been filed with
the Commission, state the file number(s), form type used and
date the agreement was filed:
SEC File Number: 333-73239
Form Type: N-14
Filing Date: March 2, 1999
(d) If the merger or reorganization agreement has not been filed
with the Commission, provide a copy of the agreement as an
exhibit to this form.
N/A
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VERIFICATION
The undersigned states that (i) he has executed this Form N-8F application
for an order under section 8(f) of the Investment Company Act of 1940 on behalf
of CrestFunds, Inc, (ii) he is the Vice President and Assistant Secretary of
CrestFunds, Inc, and (iii) all actions by shareholders, directors, and any other
body necessary to authorize the undersigned to execute and file this Form N-8F
application have been taken. The undersigned also states that the facts set
forth in this Form N-8F application are true to the best of his or her
knowledge, information and belief.
/S/ TODD CIPPERMAN
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Todd Cipperman
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