<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 2, 1999
File No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 /X/
STI CLASSIC FUNDS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
2 OLIVER STREET
BOSTON, MASSACHUSETTS 02109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE (800) 342-5734
MARK NAGLE
C/O SEI INVESTMENTS COMPANY
ONE FREEDOM VALLEY ROAD
OAKS, PENNSYLVANIA 19456
(NAME AND ADDRESS OF AGENT FOR SERVICE)
Copies to:
RICHARD W. GRANT, ESQ. JOHN H. GRADY, JR., ESQ.
MORGAN, LEWIS & BOCKIUS LLP MORGAN, LEWIS & BOCKIUS LLP
1701 MARKET STREET 1701 MARKET STREET
PHILADELPHIA, PA 19103 PHILADELPHIA, PA 19103
- --------------------------------------------------------------------------------
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a)
may determine.
No filing fee is required because an indefinite number of shares have
previously been registered pursuant to Rule 24f-2 under the Investment
Company Act of 1940.
- --------------------------------------------------------------------------------
<PAGE>
STI CLASSIC FUNDS
Cross Reference Sheet
<TABLE>
<CAPTION>
ITEMS REQUIRED BY FORM N-14
Part A. Information Required in Prospectus Registration Statement Heading
----------------------------------- ------------------------------
<S> <C>
Item 1. Beginning of Registration Cover Page of Registration Statement
Statement and outside Front Cover
Page of Prospectus
Item 2. Beginning and Outside Back Cover Page Table of Contents
of Prospectus
Item 3. Synopsis and Risk Factors Synopsis; Risks
Item 4. Information About the Transaction Synopsis; Reasons for the Reorganization;
Information Relating to the Reorganization;
Agreement and Plan of Reorganization
Item 5. Information About the Registrant Prospectus Cover Page; Synopsis; Shareholder Rights
Item 6. Information About the Company Prospectus Cover Page; Synopsis; Reasons for the
Being Acquired Reorganization; Information Relating to the
Reorganization; Information About the STI Funds
and CrestFunds; Shareholder Rights
Item 7. Voting Information Prospectus Cover Page; Notice of Special Meeting of
Shareholders; Synopsis; Agreement and Plan of
Reorganization
Item 8. Interest of Certain Persons and Voting Matters
Experts
Item 9. Additional Information Required Not applicable.
for Reoffering by Persons Deemed to
be Underwriters
Part B. Information Required in a
Statement of Additional
Information
-----------------------------------
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. Additional Information About the Incorporated by Reference to the STI Classic Funds'
Registrant Prospectus and SAI
Item 13. Additional Information About the Incorporated by Reference to the CrestFunds'
Company Being Acquired Prospectus and SAI
<PAGE>
Item 14. Financial Statements Financial Statements
Part C. Other Information
-----------------
Item 15. Indemnification Indemnification
Item 16. Exhibits Exhibits
Item 17. Undertakings Undertakings
</TABLE>
3
<PAGE>
To CrestFunds Shareholders:
Enclosed with this letter are proxy ballots, an N-14 combined
proxy/prospectus statement and related information concerning a special meeting
of CrestFunds shareholders.
The purpose of this proxy package is to announce that a Shareholder
Meeting for the CrestFunds has been scheduled for Friday, May 7, 1999. The
purpose of the meeting is to ask shareholders to approve the Agreement and
Plan of Reorganization between the CrestFunds and the STI Classic Funds. If
you and the other shareholders of your fund approve the proposed
reorganization of your fund and certain other conditions are satisfied, you
will be able to continue your investment program through ownership in a STI
Classic Funds portfolio with similar or identical objectives and policies.
As a shareholder of a STI Classic Funds portfolio, you will enjoy access,
through the exchange privilege, to a much larger family of funds, including
types of funds that the CrestFunds currently do not offer. This will provide
you with a convenient way to diversify your investments.
The Directors of the CrestFunds unanimously approved the Agreement and Plan
of Reorganization at a meeting held on Friday, February 19, 1999. In coming to
this conclusion, the Directors considered a variety of factors including:
- the compatibility of the funds' objectives and policies
- the performance of the corresponding STI Classic Funds
- the experience and resources of the advisers for the corresponding STI
Classic Funds
- the expense ratios of the combined fund family
- the potential economies of scale to be gained by the merger
- the advantages of increased investment opportunities for CrestFunds
shareholders; and
- the fact that the consolidation will be free from Federal
income taxes.
The details of the proposed Agreement and Plan of Reorganization are set
forth in the combined prospectus and proxy statement that accompanies this
letter. We encourage you to read it thoroughly. In addition, beginning on the
next page you will find answers to questions shareholders frequently ask about
fund reorganizations.
Most shareholders cast their votes by filling out and signing the enclosed
proxy card. In order to conduct the Shareholder Meeting, a majority of shares
must be represented. YOUR VOTE IS VERY IMPORTANT. PLEASE MARK, SIGN AND DATE
THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED, POSTAGE-PAID
ENVELOPE.
We thank you for your continued confidence and support.
Sincerely,
Jesse F. Williams III
CHAIRMAN OF THE BOARD
IMPORTANT PROXY INFORMATION ENCLOSED
-IMMEDIATE ACTION REQUIRED-
<PAGE>
TWO NEW WAYS TO VOTE ...
VOTE BY TELEPHONE
It's fast, convenient, and your vote is immediately
confirmed and posted.
Using a touch tone phone
call the toll-free number shown below or, if you prefer,
send back your signed proxy in the postage paid envelope provided.
Just follow these 4 easy steps:
Read the accompanying Proxy Statement and ballot.
Call 1-800-690-6903.
Enter your 12 digit Control Number located on your ballot.
Follow the simple recorded instructions.
Vote by Internet
Its' fast, convenient, and your vote is immediately
confirmed and posted and you can get all future
materials by internet.
WWW.PROXYVOTE.COM
Just follow these 4 easy steps:
Read the accompanying Proxy Statement and ballot.
Go to website WWW.PROXYVOTE.COM.
Enter your 12 digit Control Number located on your ballot.
Follow the simple instructions.
BENEFITS OF TOUCH TONE AND INTERNET VOTING:
Immediate voting results.
Voting six days a week, between 8 am and midnight
(except day of meeting).
The call takes as little as one minute.
DO NOT RETURN VOTING FORM IF YOU ARE VOTING BY TELEPHONE OR INTERNET
<PAGE>
QUESTIONS & ANSWERS
FOR THE
CRESTFUNDS
SHAREHOLDER MEETING
Q. WHY IS THE BOARD OF DIRECTORS PROPOSING TO REORGANIZE THE CRESTFUNDS AND
THE STI CLASSIC FUNDS?
A. As you are aware, Crestar Financial Corporation and SunTrust Banks, Inc.
merged on December 31, 1998. Before approving the integration of the
CrestFunds into the STI Classic Funds, the CrestFunds' Directors
evaluated possible benefits to shareholders, including the expanded range
of investment alternatives that would be available to shareholders, the
opportunities for increased economies of scale, and the potential for
improved shareholder service. After careful consideration of costs and
other factors, they determined that the Agreement and Plan of
Reorganization is in the best interests of the CrestFunds shareholders.
Through this proxy, they are submitting the proposal for reorganization
to you - the CrestFunds shareholders - for a vote.
Q. HOW WILL THIS AFFECT ME AS A CRESTFUNDS SHAREHOLDER?
A. You will become a shareholder of a STI Classic Fund portfolio with
similar or identical investment objectives and policies that are similar
or identical to those of the CrestFunds you currently hold. Also, as an
STI Classic Fund shareholder, you will have access to the wider array of
fund portfolios offered by the STI Classic family of funds.
The reorganization provides for the transfer of all of the assets of each
of the CrestFunds into its corresponding STI Classic Fund in exchange for
shares of the STI Classic Fund. In some cases, CrestFunds will be
combined with similar STI Classic Funds. In cases where there is no
similar STI Classic Fund, a new one will be established.
There are NO SALES CHARGES on this transaction. Each CrestFunds
shareholder will receive shares of STI Classic Funds equal in value to
his or her CrestFunds shares. In certain cases, the per share value of
your fund may change. However, in these cases the number of shares that
you own will be adjusted so that there will be NO CHANGE in the market
value of your account as a result of the merger.
Q. WILL THE REORGANIZATION RESULT IN ANY TAXES?
A. It is expected that either the CrestFunds nor their shareholders will incur
any Federal income tax as a result of the reorganizations.
Q. WHAT FUND(S) WILL I HOLD FOLLOWING THE REORGANIZATIONS?
<PAGE>
A. CrestFunds shareholders will receive shares of the following corresponding
STI Classic Funds portfolios. Generally CrestFunds Investor A shareholders
will receive STI Classic Fund Investor shares and CrestFunds Investor B
shareholders will receive STI Classic Fund Flex shares. CrestFunds Trust
shareholders will receive STI Classic Fund Trust shares. Please refer to
the enclosed STI Classic Fund prospectus for more details. Listed below
are the CrestFunds and the corresponding STI Classic Fund portfolio:
<TABLE>
<CAPTION>
CRESTFUNDS STI CLASSIC FUNDS
-----------------------------------------------------
<S> <C>
Value Growth and Income
Capital Appreciation Capital Appreciation
Special Equity Small Cap Growth Stock
Government Bond U.S. Government Securities
Intermediate Bond Investment Grade Bond
Limited Term Bond Short-Term Bond
Maryland Municipal Bond Maryland Municipal Bond
Virginia Municipal Bond Virginia Municipal Bond
Virginia Intermediate Muni. Bond Virginia Intermed. Muni. Bond
Cash Reserve Prime Quality Money Market
U.S. Treasury Money U.S. Treasury Money Market
Tax Free Money Tax-Free Money Market
Life Vision Maximum Growth Life Vision Maximum Growth
Life Vision Growth and Income Life Vision Growth and Income
Life Vision Balanced Life Vision Balanced
</TABLE>
Q. HOW DOES THE CRESTFUNDS BOARD OF DIRECTORS RECOMMEND THAT I VOTE?
A. After careful consideration, the CrestFunds Directors unanimously recommend
that you vote "FOR" the proposed reorganizations. The Board also wishes to
remind you to vote and return ALL the proxy ballot cards you receive. This
means that if you receive multiple proxies and ballot cards because you are
invested in more than one CrestFunds portfolio, please fill out and return
each and every ballot card you receive.
Q. HOW DO I VOTE?
A. You can vote by mail, phone, fax, Internet, or in person. To vote by
mail, please date, sign and return the proxy card using the enclosed,
postage-paid envelope. You may fax your vote by signing and dating the
card and faxing both sides of the card to (xxx) xxx-xxxx. Our proxy
solicitor, ______________, can accept your vote over the phone - call
toll-free (800)xxx-xxxx. You may also submit your vote over the
Internet at www.__________.com. Finally, you may vote in person by
attending the Special Meeting on May 7, 1999.
Q. WHO SHOULD I CALL WITH QUESTIONS ABOUT THIS PROXY?
A. If you have any questions regarding this proxy, please contact your account
administrator, Financial Consultant, or the CrestFunds directly at
1-800-CRESTAR (1-800-273-7827).
PLEASE VOTE THE ENCLOSED PROXY BALLOT CARD.
YOUR VOTE IS IMPORTANT!
<PAGE>
CRESTFUNDS, INC.
32 South Street
Baltimore, MD 21210
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 7, 1999
Notice is hereby given that a Special Meeting of Shareholders of the
CrestFunds, Inc. (the "Corporation"), with respect to its fifteen series (each a
"CrestFund" and collectively, the "CrestFunds"), will be held at the offices of
SEI Investments Company, One Freedom Valley Drive, Oaks, PA 19456, on May 7,
1999 at 3:00 p.m. (Eastern Time) for the purposes of considering the proposals
set forth below. Collectively, the proposals will, if approved, result in the
transfer of the assets and stated liabilities of each CrestFund to a
corresponding series of the STI Classic Funds (the "Trust") in return for shares
of such series (each an "STI Fund")(the "Reorganization").
Proposal 1: Approval of the Agreement and Plan of Reorganization (the
"Reorganization Agreement") as it relates to (i) the
transfer of all of the assets and certain stated liabilities
of the CrestFunds Capital Appreciation Fund to the STI
Capital Growth Fund(1) in exchange for shares of the STI
Fund; (ii) the distribution of the STI Fund's shares so
received to shareholders of the corresponding CrestFund; and
(iii) the termination under state law of the CrestFund;
Proposal 2: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Special Equity Fund to the STI
Small Cap Growth Stock Fund, in exchange for shares of the
STI Fund; (ii) the distribution of the STI Fund's shares so
received to shareholders of the corresponding CrestFund; and
(iii) the termination under state law of the CrestFund;
Proposal 3: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Intermediate Bond Fund to the
STI Investment Grade Bond Fund, in exchange for shares of
the STI Fund; (ii) the distribution of the STI Fund's shares
so received to shareholders of the corresponding CrestFund;
and (iii) the termination under state law of the CrestFund;
Proposal 4: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Limited Term Bond Fund to the
STI Short-Term Bond Fund, in exchange for shares of the
- --------------------------
(1) The STI Capital Growth Fund will be renamed the "STI Capital Appreciation
Fund" following the consummation of the Reorganization.
<PAGE>
STI Fund; (ii) the distribution of the STI Fund's shares so received to
shareholders of the corresponding CrestFund; and (iii) the termination
under state law of the CrestFund;
Proposal 5: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Cash Reserve Fund to the STI
Prime Quality Money Market Fund, in exchange for shares of
the STI Fund; (ii) the distribution of the STI Fund's shares
so received to shareholders of the corresponding CrestFund;
and (iii) the termination under state law of the CrestFund;
Proposal 6: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds U.S. Treasury Money Fund to
the STI U.S. Treasury Money Market Fund, in exchange for
shares of the STI Fund; (ii) the distribution of the STI
Fund's shares so received to shareholders of the
corresponding CrestFund; and (iii) the termination under
state law of the CrestFund;
Proposal 7: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Government Bond Fund to the
STI U.S. Government Securities Fund, in exchange for shares
of the STI Fund; (ii) the distribution of the STI Fund's
shares so received to shareholders of the corresponding
CrestFund; and (iii) the termination under state law of the
CrestFund;
Proposal 8: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Tax Free Money Fund to the STI
Tax-Free Money Market Fund, in exchange for shares of the
STI Fund; (ii) the distribution of the STI Fund's shares so
received to shareholders of the corresponding CrestFund; and
(iii) the termination under state law of the CrestFund;
Proposal 9: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Value Fund to the STI Growth
and Income Fund, in exchange for shares of the STI Fund;
(ii) the distribution of the STI Fund's shares so received
to shareholders of the corresponding CrestFund; and (iii)
the termination under state law of the CrestFund;
Proposal 10: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Virginia Municipal Bond Fund
to the STI Virginia Municipal Bond Fund, in exchange for
shares of the STI Fund; (ii) the distribution of the STI
Fund's shares so
<PAGE>
received to shareholders of the corresponding CrestFund; and
(iii) the termination under state law of the CrestFund;
Proposal 11: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Virginia Intermediate
Municipal Bond Fund to the STI Virginia Intermediate
Municipal Bond Fund, in exchange for shares of the STI Fund;
(ii) the distribution of the STI Fund's shares so received
to shareholders of the corresponding CrestFund; and (iii)
the termination under state law of the CrestFund;
Proposal 12: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Maryland Municipal Bond Fund
to the STI Maryland Municipal Bond Fund, in exchange for
shares of the STI Fund; (ii) the distribution of the STI
Fund's shares so received to shareholders of the
corresponding CrestFund; and (iii) the termination under
state law of the CrestFund;
Proposal 13: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Maximum Growth Portfolio to
the STI Life Vision Maximum Growth Portfolio, in exchange
for shares of the STI Fund; (ii) the distribution of the STI
Fund's shares so received to shareholders of the
corresponding CrestFund; and (iii) the termination under
state law of the CrestFund;
Proposal 14: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Growth and Income Portfolio to
the STI Life Vision Growth and Income Portfolio, in exchange
for shares of the STI Fund; (ii) the distribution of the STI
Fund's shares so received to shareholders of the
corresponding CrestFund; and (iii) the termination under
state law of the CrestFund;
Proposal 15: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Balanced Portfolio to the STI
Life Vision Balanced Portfolio, in exchange for shares of
the STI Fund; (ii) the distribution of the STI Fund's shares
so received to shareholders of the corresponding CrestFund;
and (iii) the termination under state law of the CrestFund;
Proposal 16: The transaction of such other business as may properly be
brought before the meeting.
<PAGE>
Shareholders of record as of the close of business on March 5, 1999 are
entitled to notice of, and to vote at, this meeting or any adjournment thereof.
Shareholders of the respective CrestFunds will vote separately, and the proposed
Reorganization will be effected as to a particular CrestFund only if that Fund's
shareholders approve the proposal.
SHAREHOLDERS ARE REQUESTED TO EXECUTE AND RETURN PROMPTLY THE ACCOMPANYING
PROXY CARD WHICH IS BEING SOLICITED BY THE BOARD OF DIRECTORS OF CRESTFUNDS.
YOU MAY EXECUTE THE PROXY CARD IN ONE OF THE FOUR METHODS DESCRIBED IN THE PROXY
CARD. RETURNING THE PROXY CARD IS IMPORTANT TO ENSURE A QUORUM AT THE MEETING.
PROXIES MAY BE REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED BY SUBMITTING A
WRITTEN NOTICE OF REVOCATION OR A SUBSEQUENTLY EXECUTED PROXY OR BY ATTENDING
THE MEETING AND VOTING IN PERSON.
David M. Carter
Secretary
, 1999
<PAGE>
PROXY STATEMENT/PROSPECTUS
DATED __________________, 1999
RELATING TO THE ACQUISITION OF THE ASSETS OF PORTFOLIOS OF
CRESTFUNDS, INC.
32 SOUTH STREET
BALTIMORE, MD 21210
1-800-273-7827
BY AND IN EXCHANGE FOR SHARES OF CERTAIN PORTFOLIOS OF
STI CLASSIC FUNDS
2 OLIVER STREET
BOSTON, MA 02109
1-800-874-4770
This Proxy Statement/Prospectus is furnished in connection with the
solicitation of proxies by the Board of Directors of CrestFunds, Inc. (the
"Corporation") in connection with the Special Meeting of Shareholders (the
"Meeting") of each investment portfolio of the Corporation (the Capital
Appreciation Fund, Special Equity Fund, Intermediate Bond Fund, Limited Term
Bond Fund, Cash Reserve Fund, U.S. Treasury Money Fund, Government Bond Fund,
Tax Free Money Fund, Value Fund, Virginia Municipal Bond Fund, Virginia
Intermediate Municipal Bond Fund, Maryland Municipal Bond Fund, Maximum Growth
Portfolio, Growth and Income Portfolio, and Balanced Portfolio) (each a
"CrestFund" and collectively, the "CrestFunds"), to be held on May 7, 1999 at
3:00 p.m. (Eastern Time) at the offices of SEI Investments Company, One Freedom
Valley Drive, Oaks, PA 19456. At the meeting, shareholders of each CrestFund,
voting separately, will be asked to consider and approve a proposed Agreement
and Plan of Reorganization dated _________________, 199__ (the "Reorganization
Agreement"), by and between Corporation and STI Classic Funds (the "Trust") on
behalf of six of its existing series (the STI Capital Growth Fund,(2) Small Cap
Growth Stock Fund, Investment Grade Bond Fund, Short-Term Bond Fund, Prime
Quality Money Market Fund, and U.S. Government Securities Fund) (collectively,
the "Existing STI Funds") and nine new series (the U.S. Treasury Money Market
Fund, Tax-Free Money Market Fund, Growth and Income Fund, Virginia Municipal
Bond Fund, Virginia Intermediate Municipal Bond Fund, Maryland Municipal Bond
Fund, Life Vision Maximum Growth Portfolio, Life Vision Growth and Income
Portfolio, and Life Vision Balanced Portfolio) (collectively, the "New STI
Funds" and, with the Existing STI Funds, each a "STI Fund" and together, the
"STI Funds"). The Corporation and the Trust are referred to collectively as the
"Companies" and the participating series of the Companies are referred to
collectively as the "Funds." A copy of the Reorganization Agreement is
attached as Exhibit A.
- --------------------------
(2) The STI Capital Growth Fund will be renamed the "STI Capital Appreciation
Fund" following the consummation of the Reorganization.
<PAGE>
Proposal 1: Approval of an Agreement and Plan of Reorganization (the
"Reorganization Agreement") as it relates to (i) the
transfer of all of the assets and certain stated liabilities
of the CrestFunds Capital Appreciation Fund to the STI
Capital Growth Fund (3) in exchange for shares of the STI
Fund; (ii) the distribution of the STI Fund's shares so
received to shareholders of the corresponding CrestFund; and
(iii) the termination under state law of the CrestFund;
Proposal 2: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Special Equity Fund to the STI
Small Cap Growth Stock Fund, in exchange for shares of the
STI Fund; (ii) the distribution of the STI Fund's shares so
received to shareholders of the corresponding CrestFund; and
(iii) the termination under state law of the CrestFund;
Proposal 3: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Intermediate Bond Fund to the
STI Investment Grade Bond Fund, in exchange for shares of
the STI Fund; (ii) the distribution of the STI Fund's shares
so received to shareholders of the corresponding CrestFund;
and (iii) the termination under state law of the CrestFund;
Proposal 4: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Limited Term Bond Fund to the
STI Short-Term Bond Fund, in exchange for shares of the STI
Fund; (ii) the distribution of the STI Fund's shares so
received to shareholders of the corresponding CrestFund; and
(iii) the termination under state law of the CrestFund;
Proposal 5: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Cash Reserve Fund to the STI
Prime Quality Money Market Fund, in exchange for shares of
the STI Fund; (ii) the distribution of the STI Fund's shares
so received to shareholders of the corresponding CrestFund;
and (iii) the termination under state law of the CrestFund;
Proposal 6: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds U.S. Treasury Money Fund to
the STI U.S. Treasury Money Market Fund, in
- -------------------------
(3) The STI Capital Growth Fund will be renamed the "STI Capital Appreciation
Fund" following the consummation of the Reorganization.
-2-
<PAGE>
exchange for shares of the STI Fund; (ii) the distribution
of the STI Fund's shares so received to shareholders of the
corresponding CrestFund; and (iii) the termination under
state law of the CrestFund;
Proposal 7: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Government Bond Fund to the
STI U.S. Government Securities Fund, in exchange for shares
of the STI Fund; (ii) the distribution of the STI Fund's
shares so received to shareholders of the corresponding
CrestFund; and (iii) the termination under state law of the
CrestFund;
Proposal 8: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Tax Free Money Fund to the STI
Tax-Free Money Market Fund, in exchange for shares of the
STI Fund; (ii) the distribution of the STI Fund's shares so
received to shareholders of the corresponding CrestFund; and
(iii) the termination under state law of the CrestFund;
Proposal 9: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Value Fund to the STI Growth
and Income Fund, in exchange for shares of the STI Fund;
(ii) the distribution of the STI Fund's shares so received
to shareholders of the corresponding CrestFund; and (iii)
the termination under state law of the CrestFund;
Proposal 10: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Virginia Municipal Bond Fund
to the STI Virginia Municipal Bond Fund, in exchange for
shares of the STI Fund; (ii) the distribution of the STI
Fund's shares so received to shareholders of the
corresponding CrestFund; and (iii) the termination under
state law of the CrestFund;
Proposal 11: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Virginia Intermediate
Municipal Bond Fund to the STI Virginia Intermediate
Municipal Bond Fund, in exchange for shares of the STI Fund;
(ii) the distribution of the STI Fund's shares so received
to shareholders of the corresponding CrestFund; and (iii)
the termination under state law of the CrestFund;
Proposal 12: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Maryland Municipal Bond Fund
to the STI Maryland Municipal Bond Fund, in
-3-
<PAGE>
exchange for shares of the STI Fund; (ii) the distribution
of the STI Fund's shares so received to shareholders of the
corresponding CrestFund; and (iii) the termination under
state law of the CrestFund;
Proposal 13: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Maximum Growth Portfolio to
the STI Life Vision Maximum Growth Portfolio, in exchange
for shares of the STI Fund; (ii) the distribution of the STI
Fund's shares so received to shareholders of the
corresponding CrestFund; and (iii) the termination under
state law of the CrestFund;
Proposal 14: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Growth and Income Portfolio to
the STI Life Vision Growth and Income Portfolio, in exchange
for shares of the STI Fund; (ii) the distribution of the STI
Fund's shares so received to shareholders of the
corresponding CrestFund; and (iii) the termination under
state law of the CrestFund;
Proposal 15: Approval of the Reorganization Agreement as it relates to
(i) the transfer of all of the assets and certain stated
liabilities of the CrestFunds Balanced Portfolio to the STI
Life Vision Balanced Portfolio, in exchange for shares of
the STI Fund; (ii) the distribution of the STI Fund's shares
so received to shareholders of the corresponding CrestFund;
and (iii) the termination under state law of the CrestFund;
Proposal 16: The transaction of such other business as may properly be
brought before the meeting.
The Reorganization Agreement provides that each CrestFund will transfer all
of its assets and certain stated liabilities to the corresponding STI Fund
listed opposite its name in the following chart:
<TABLE>
<S> <C>
CRESTFUNDS ACQUIRED FUNDS STI FUNDS ACQUIRING FUNDS
------------------------- -------------------------
Capital Appreciation Fund Capital Growth Fund*
Special Equity Fund Small Cap Growth Stock Fund*
Intermediate Bond Fund Investment Grade Bond Fund*
Limited Term Bond Fund Short-Term Bond Fund*
Cash Reserve Fund Prime Quality Money Market Fund*
-4-
<PAGE>
Government Bond Fund U.S. Government Securities Fund*
U.S. Treasury Money Fund U.S. Treasury Money Market Fund+
Tax Free Money Fund Tax-Free Money Market Fund+
Value Fund Growth and Income Fund+
Virginia Municipal Bond Fund Virginia Municipal Bond Fund+
Virginia Intermediate Municipal Bond Fund Virginia Intermediate Municipal Bond Fund+
Maryland Municipal Bond Fund Maryland Municipal Bond Fund+
Maximum Growth Portfolio Life Vision Maximum Growth Portfolio+
Growth and Income Portfolio Life Vision Growth and Income Portfolio+
Balanced Portfolio Life Vision Balanced Portfolio+
</TABLE>
* Existing STI Fund
+ New STI Fund
In exchange for the transfers of these assets and liabilities, each STI
Fund will simultaneously issue shares to the corresponding CrestFunds as listed
above, in an amount equal in value to the net asset value of the CrestFunds'
shares. These transfers are expected to occur in two steps, on or about May 17,
1999, and May 24, 1999.
Immediately after the transfer of the CrestFunds' assets and liabilities,
the CrestFunds will make a liquidating distribution to their shareholders of the
STI Funds' shares received, so that a holder of shares in a CrestFund at the
applicable Effective Time of the Reorganization (as hereinafter defined) will
receive shares of the applicable class of the corresponding STI Fund with the
same aggregate net asset value as the shareholder had in the CrestFund
immediately before the Reorganization. At the Effective Time of the
Reorganization, shareholders of each CrestFund will become shareholders of the
corresponding STI Fund, and the CrestFunds will be terminated under state law.
Each CrestFund offers up to three classes of shares (Trust Class, Investor
Class A and Investor Class B), and each participating STI Fund offers up to
three classes of shares (Trust Shares, Investor Shares and Flex Shares).
Holders of Trust Class shares of each CrestFund will receive an amount of Trust
Shares of the corresponding STI Fund equal in value to their CrestFunds shares.
Holders of Investor Class A shares of each CrestFund will receive an amount of
Investor Shares of the corresponding STI Fund equal in value to their CrestFunds
shares, except for holders of Investor Class A shares of the CrestFunds Special
Equity Fund which will receive Trust Shares of the STI Small Cap Growth Stock
Fund. Holders of Investor Class B
-5-
<PAGE>
shares of each CrestFund will receive an amount of Flex Shares of the
corresponding STI Fund equal in value to their CrestFunds shares, except for
holders of Investor Class B shares of the CrestFunds Cash Reserve Fund which
will receive Investor Shares of the STI Prime Quality Money Market Fund.
Each Company is an open-end, management investment company registered under
the Investment Company Act of 1940 (the "1940 Act"). STI Capital Management,
N.A., ("STI Capital"), Trusco Capital Management, Inc. ("Trusco") and Sun Trust
Bank, Atlanta, ("Sun Trust Bank"), each indirect wholly-owned subsidiaries of
SunTrust Banks, Inc., a Georgia corporation and a bank holding company
("SunTrust"), are the investment advisers to the STI Funds (collectively, the
"Advisers").
Crestar Asset Management Company ("CAMCO") is a registered investment
adviser and is the investment adviser to the CrestFunds. CAMCO is a
wholly-owned subsidiary of Crestar Bank ("Crestar Bank"), which itself is an
indirect wholly-owned subsidiary of SunTrust.
This Proxy Statement/Prospectus sets forth concisely the information that a
shareholder of each of the CrestFunds should know before voting on the
Reorganization, and should be retained for future reference. Certain additional
relevant documents listed below, which have been filed with the Securities and
Exchange Commission ("SEC"), are incorporated in whole or in part by reference.
A Statement of Additional Information dated ________________, 1999, relating to
this Proxy Statement/Prospectus and the Reorganization and including certain
financial information about the CrestFunds and the STI Funds, has been filed
with the SEC and is incorporated in its entirety into this Proxy
Statement/Prospectus. A copy of such Statement of Additional Information is
available upon request and without charge by writing to SEI Investments
Distribution Co., One Freedom Valley Drive, Oaks, PA 19456 or by calling
toll-free 1-800-xxx-xxxx.
For a more detailed discussion of the investment objectives, policies,
risks and restrictions of the CrestFunds, see the prospectuses contained in the
registration statement for the CrestFunds, dated March 31, 1998, as supplemented
through January 15, 1999, which have been filed with the SEC and are
incorporated by reference into this Proxy Statement/Prospectus. It is available
without charge by calling 1-800-xxx-xxxx. A Statement of Additional Information
for the CrestFunds dated March 31, 1998, as supplemented through ________, 199_,
has been filed with the SEC, and is incorporated by reference into this Proxy
Statement/Prospectus. A copy is available upon request and without charge by
calling 1-800-xxx-xxxx.
For a more detailed discussion of the investment objectives, policies,
risks and restrictions of the participating STI Funds, see the registration
statements or prospectuses contained in the registration statements for the
Existing STI Funds dated September 28, 1998, as supplemented through October
27, 1998, and for the New STI Funds dated _____________ 1999, which have been
filed with the SEC and are incorporated by reference into this Proxy
Statement/Prospectus insofar as they relate to the participating STI Funds,
and not to any other portfolio of STI Funds described therein. Copies of the
prospectuses for the STI Funds
-6-
<PAGE>
accompany this Proxy Statement/Prospectus. Statements of Additional
Information for the Existing STI Funds dated September 28, 1998, and for the
New STI Funds dated _____________, 1999, have been filed with the SEC, and
are incorporated by reference into this Proxy Statement/Prospectus. Copies
are available upon request and without charge by calling 1-800-xxx-xxxx.
This Proxy Statement/Prospectus constitutes the proxy statement of
CrestFunds for the Meeting and is expected to be sent to shareholders on or
about April 7, 1999.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-7-
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Synopsis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Reorganization . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment Objectives, Policies and Restrictions . . . . . . . . . . . . .
The Funds' Purchase, Exchange and Redemption Procedures . . . . . . . . .
Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Information Relating to the Reorganization . . . . . . . . . . . . . . . . . .
Description of the Reorganization . . . . . . . . . . . . . . . . . . . .
Federal Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reasons for the Reorganization . . . . . . . . . . . . . . . . . . . . . . . .
Shareholder Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Information About the STI Funds and CrestFunds . . . . . . . . . . . . . . . .
Voting Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shareholder Inquiries . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exhibit A - Form of Agreement and Plan of Reorganization . . . . . . . . . . .
Exhibit B - Management's Discussion of Fund Performance . . . . . . . . . . . .
</TABLE>
-8-
<PAGE>
SYNOPSIS
This Synopsis is designed to allow you to compare the current fees,
investment objectives, policies and restrictions, and distribution, purchase,
exchange and redemption procedures of each CrestFund with those of the
corresponding STI Fund. It is a summary of certain information contained
elsewhere in this Proxy Statement/Prospectus, or incorporated by reference into
this Proxy Statement/Prospectus. Shareholders should read this entire Proxy
Statement/Prospectus carefully. For more complete information, please read the
prospectus for each Fund.
THE REORGANIZATION
BACKGROUND. Pursuant to an Agreement and Plan of Reorganization
between the Companies on behalf of their respective participating series (the
"Reorganization Agreement," attached hereto as Exhibit A), each of the
CrestFunds will transfer all of its assets and certain stated liabilities to
its corresponding STI Fund in exchange solely for shares of that STI Fund.
Each of the CrestFunds will distribute the STI Fund shares that it receives
to its shareholders in liquidation. Each of the CrestFunds will then be
terminated under state law. The result of the Reorganization is that
shareholders of each CrestFund will become shareholders of the corresponding
STI Fund. No front-end sales charges or contingent deferred sales charges
will be imposed in connection with these transactions.
The Board of Directors of CrestFunds, including the Directors who are not
"interested persons" within the meaning of Section 2(a)(19) of the 1940 Act, has
concluded that the Reorganization would be in the best interests of each of the
CrestFunds and their shareholders, and that the interests of existing
shareholders in the CrestFunds would not be diluted as a result of the
transactions contemplated by the Reorganization. The Board of Directors of the
CrestFunds recommends that you vote for approval of the Reorganization
Agreement.
TAX CONSEQUENCES. The Reorganization is intended to qualify for Federal
income tax purposes as a tax-free reorganization. If so, shareholders of the
CrestFunds will not recognize gain or loss in the transaction.
SPECIAL CONSIDERATIONS AND RISK FACTORS. Although the investment
objectives and policies of the participating STI Funds and the corresponding
CrestFunds are generally similar, there are certain differences, especially
where a CrestFund would combine with an Existing STI Fund. Therefore, an
investment in a STI Fund may involve investment risks that are, in some
respects, different from those of the corresponding CrestFunds. For a more
complete discussion of the risks associated with the respective Funds, see
"RISKS," below.
THE FUNDS
BUSINESS OF THE FUNDS. The Corporation is an open-end management
investment company, which offers redeemable shares in different series of
investment portfolios. It was organized as a
-9-
<PAGE>
Maryland corporation on March 14, 1986. The CrestFunds offer three classes of
shares, Trust Class, Investor Class A and Investor Class B shares, although not
all of the Funds offer all three classes. The three classes differ with respect
to minimum investment requirements, distribution and shareholder servicing
costs, front-end sales charges and contingent deferred sales charges, as set
forth in the CrestFunds' prospectuses.
The Trust is an open-end, management investment company, which offers
redeemable shares in a series of investment portfolios. It was organized as a
Massachusetts business trust on January 15, 1992. The participating STI Funds
offer three classes of shares, Trust Shares, Investor Shares, and Flex Shares,
although not all of the Funds offer all three classes. The classes differ with
respect to minimum investment requirements, distribution and shareholder
servicing costs, front-end sales charges and contingent deferred sales charges,
as set forth in the STI Funds' prospectuses.
FEES AND EXPENSES
Under the Reorganization Agreement, each CrestFund will transfer all its
assets and certain stated liabilities to certain Existing STI Funds or New STI
Funds. The following comparative fee tables show the fees for each Existing STI
Fund and its corresponding CrestFund, as well as fees you would pay if the
Reorganization is approved.
CRESTFUND CAPITAL APPRECIATION FUND - STI CAPITAL GROWTH FUND
COMPARISON OF SHAREHOLDER FEES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
CRESTFUND CAPITAL None None
APPRECIATION FUND (Trust
Class)
- -------------------------------------------------------------------------------
STI CAPITAL GROWTH FUND None None
(Trust Shares)
- -------------------------------------------------------------------------------
CRESTFUND CAPITAL 4.50% None
APPRECIATION FUND
(Investor Class A)
- -------------------------------------------------------------------------------
STI CAPITAL GROWTH FUND 3.75% None
(Investor Shares)
- -------------------------------------------------------------------------------
CRESTFUND CAPITAL None 5.00%
APPRECIATION FUND
(Investor Class B)
- -------------------------------------------------------------------------------
STI CAPITAL GROWTH FUND None 2.00%
(Flex Shares)
- -------------------------------------------------------------------------------
</TABLE>
-10-
<PAGE>
COMPARISON OF ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND CAPITAL 0.75% 0.15% 0.52% 1.42%
APPRECIATION FUND
(Trust Class)*
- -------------------------------------------------------------------------------
STI CAPITAL GROWTH 1.15% 0% 0.13% 1.28%
FUND (Trust Shares)+
- -------------------------------------------------------------------------------
CRESTFUND CAPITAL 0.75% 0.15% 0.28% 1.18%
APPRECIATION FUND
(Investor Class A)*
- -------------------------------------------------------------------------------
STI CAPITAL GROWTH 1.15% 0.68% 0.19% 2.02%
FUND (Investor
Shares)+
- -------------------------------------------------------------------------------
CRESTFUND CAPITAL 0.75% 1.00% 0.28% 2.03%
APPRECIATION FUND
(Investor Class B)*
- -------------------------------------------------------------------------------
STI CAPITAL GROWTH 1.15% 1.00% 0.25% 2.40%
FUND (Flex Shares)+
- -------------------------------------------------------------------------------
</TABLE>
* The table shows the highest expenses that could be currently charged to
the CrestFund Capital Appreciation Fund. Actual expenses are lower because
CAMCO and SEI Investments Distribution Co. (the "Distributor") are
voluntarily waiving a portion of their fees. Actual Investment Advisory
Fees, Distribution Fees, Other Expenses, and Total Operating Expenses for Trust
Class shares are 0.75%, 0%, 0.37% and 1.12%, respectively. Actual Investment
Advisory Fees, Distribution Fees and Total Operating Expenses for Investor
Class A shares are 0.75%, 0%, and 1.03%, respectively. Actual Investment
Advisory Fees, Distribution Fees and Total Operating Expenses for Investor
Class B shares are 0.75%, 0.95%, and 1.98%, respectively. CAMCO and the
Distributor could discontinue these voluntary waivers at any time.
+ The table shows the highest expenses that could be currently charged to the
STI Capital Growth Fund. Actual expenses are lower because the Adviser(s) and
the Distributor are voluntarily waiving a portion of their fees. Actual
Investment Advisory Fees and Total Operating Expenses for Trust Shares are 1.04%
and 1.17%, respectively. Actual Investment Advisory Fees, Distribution Fees,
and Total Operating Expenses, for Investor Shares are 1.04%, 0.59% and 1.82%,
respectively. Actual Investment Advisory Fees, Distribution Fees and Total
Operating Expenses for Flex Shares are 1.04%, 1.00%, and 2.29%, respectively.
The Adviser(s) and the Distributor could discontinue these voluntary waivers at
any time.
PRO FORMA SHAREHOLDER FEES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
FUND PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
STI CAPITAL GROWTH FUND None None
(Trust Shares)
-11-
<PAGE>
- -------------------------------------------------------------------------------
STI CAPITAL GROWTH FUND 3.75% None
(Investor Shares)
- -------------------------------------------------------------------------------
STI CAPITAL GROWTH FUND None 2.00%
(Flex Shares)
- -------------------------------------------------------------------------------
</TABLE>
PRO FORMA ANNUAL OPERATING EXPENSES+
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
INVESTMENT DISTRIBUTION OTHER TOTAL OPERATING
FUND ADVISORY FEES (12b-1) FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI CAPITAL GROWTH 1.15% 0% 0.13% 1.28%
FUND (Trust Shares)
- -------------------------------------------------------------------------------
STI CAPITAL GROWTH 1.15% 0.68% 0.13% 1.96%
FUND (Investor
Shares)
- -------------------------------------------------------------------------------
STI CAPITAL GROWTH 1.15% 1.00% 0.21% 2.36%
FUND (Flex Shares)
- -------------------------------------------------------------------------------
</TABLE>
+ The table shows the highest expenses that could be currently charged to the
STI Capital Growth Fund, following the Reorganization. Actual expenses are
lower because the Adviser(s) and the Distributor are voluntarily waiving a
portion of their fees. Actual Investment Advisory Fees and Total Operating
Expenses for Trust Shares are 1.06% and 1.17%, respectively. Actual Investment
Advisory Fees, Distribution Fees and Total Operating Expenses for Investor
Shares are 1.06%, 0.63% and 1.82%, respectively. Actual Investment Advisory
Fees, Distribution Fees and Total Operating Expenses for Flex Shares are 1.06%,
1.00%, and 2.27%, respectively. The Adviser(s) and the Distributor could
discontinue these voluntary waivers at any time.
EXAMPLES
These examples are intended to help you compare the cost of investing in each
Fund with the cost of investing in other mutual funds.
The examples assume that you invest $10,000 in each Fund for the time periods
indicated, that your investment has a 5% return each year and that each Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions you would pay the following expenses if you
redeem all of your shares at the end of the time periods indicated:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND CAPITAL APPRECIATION $145 $449 $776 $1,702
FUND (Trust Class)
- -------------------------------------------------------------------------------
STI CAPITAL GROWTH FUND (Trust $130 $406 $702 $1,545
Shares)
- -------------------------------------------------------------------------------
CRESTFUND CAPITAL APPRECIATION $565 $808 $1,070 $1,817
FUND (Investor Class A)
- -------------------------------------------------------------------------------
-12-
<PAGE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI CAPITAL GROWTH FUND $572 $985 $1,422 $2,635
(Investor Shares)
- -------------------------------------------------------------------------------
CRESTFUND CAPITAL APPRECIATION $706 $937 $1,293 $2,031
FUND (Investor Class B)
- -------------------------------------------------------------------------------
STI CAPITAL GROWTH FUND (Flex $448 $748 $1,280 $2,736
Shares)
- -------------------------------------------------------------------------------
</TABLE>
PRO FORMA EXAMPLE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI CAPITAL GROWTH FUND (Trust $130 $406 $702 $1,545
Shares)
- -------------------------------------------------------------------------------
STI CAPITAL GROWTH FUND $567 $967 $1,393 $2,575
(Investor Shares)
- -------------------------------------------------------------------------------
STI CAPITAL GROWTH FUND (Flex $444 $736 $1,260 $2,696
Shares)
- -------------------------------------------------------------------------------
</TABLE>
The Examples above should not be considered a representation of future expenses
of the Funds. Actual expenses may be greater or less than those shown.
CRESTFUND SPECIAL EQUITY FUND - STI SMALL CAP GROWTH STOCK FUND
COMPARISON OF SHAREHOLDER FEES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
CRESTFUND SPECIAL EQUITY None None
FUND (Trust Class)+
- -------------------------------------------------------------------------------
STI SMALL CAP GROWTH None None
STOCK FUND (Trust Shares)
- -------------------------------------------------------------------------------
CRESTFUND SPECIAL EQUITY 4.50% None
FUND (Investor Class A)+
- -------------------------------------------------------------------------------
STI SMALL CAP GROWTH None None
STOCK FUND (Trust Shares)
- -------------------------------------------------------------------------------
CRESTFUND SPECIAL EQUITY None 5.00%
FUND (Investor Class B)
- -------------------------------------------------------------------------------
STI SMALL CAP GROWTH None 2.00%
STOCK FUND (Flex Shares)
- -------------------------------------------------------------------------------
</TABLE>
-13-
<PAGE>
+ Both Trust Class shares and Investor Class A shares of the CrestFund
Special Equity Fund will transfer their assets and certain stated liabilities to
the STI Small Cap Growth Stock Fund, in exchange for Trust Shares of that STI
Fund.
COMPARISON OF ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND SPECIAL 0.75% 0.15% 0.51% 1.41%
EQUITY FUND (Trust
Class)*
- -------------------------------------------------------------------------------
STI SMALL CAP GROWTH 1.15% 0% 0.20% 1.35%
STOCK FUND (Trust
Shares)+
- -------------------------------------------------------------------------------
CRESTFUND SPECIAL 0.75% 0.15% 0.27% 1.17%
EQUITY FUND (Investor
Class A)*
- -------------------------------------------------------------------------------
STI SMALL CAP GROWTH 1.15% 0% 0.20% 1.35%
STOCK FUND (Trust
Shares)+
- -------------------------------------------------------------------------------
CRESTFUND SPECIAL 0.75% 1.00% 0.27% 2.02%
EQUITY FUND (Investor
Class B)*
- -------------------------------------------------------------------------------
STI SMALL CAP GROWTH 1.15% 1.00% 0.25% 2.40%
STOCK FUND (Flex
Shares)+
- -------------------------------------------------------------------------------
</TABLE>
* The table shows the highest expenses that could be currently charged to
the CrestFund Special Equity Fund. Actual expenses are lower because CAMCO
and the Distributor are voluntarily waiving a portion of their fees. Actual
Investment Advisory Fees, Distribution Fees, Other Expenses, and Total
Operating Expenses for Trust Class shares are 0.75%, 0%, 0.36%, and 1.11%,
respectively. Actual Investment Advisory Fees, Distribution Fees and Total
Operating Expenses for Investor Class A shares are 0.75%, 0%, and 1.02%,
respectively. Actual Investment Advisory Fees, Distribution Fees and Total
Operating Expenses for Investor Class B shares are 0.75%, 0.95%, and 1.97%,
respectively. CAMCO and the Distributor could discontinue these voluntary
waivers at any time.
+ The table shows the highest expenses that could be currently charged to
the STI Small Cap Growth Stock Fund. Actual expenses are lower because the
Adviser(s) are voluntarily waiving a portion of their fees. Actual
Investment Advisory Fees and Total Operating Expenses for Trust Shares are
1.00% and 1.20%, respectively. Actual Investment Advisory Fees, Distribution
Fees and Total Operating Expenses for Flex Shares are 1.00%, 1.00%, and
2.25%, respectively. The Adviser(s) could discontinue these voluntary
waivers at any time.
PRO FORMA SHAREHOLDER FEES
-14-
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
STI SMALL CAP GROWTH None None
STOCK FUND (Trust Shares)
- -------------------------------------------------------------------------------
STI SMALL CAP GROWTH None 2.00%
STOCK FUND (Flex Shares)
- -------------------------------------------------------------------------------
</TABLE>
PRO FORMA ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)+
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
INVESTMENT DISTRIBUTION OTHER TOTAL OPERATING
FUND ADVISORY FEES (12b-1) FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI SMALL CAP GROWTH 1.15% 0% 0.13% 1.28%
STOCK FUND (Trust
Shares)
- -------------------------------------------------------------------------------
STI SMALL CAP GROWTH 1.15% 1.00% 0.46% 2.61%
STOCK FUND (Flex
Shares)
- -------------------------------------------------------------------------------
</TABLE>
+ The table shows the highest expenses that could be currently charged to
the STI Small Cap Growth Stock Fund following the Reorganization. Actual
expenses are lower because the Adviser(s) are voluntarily waiving a portion
of their fees. Actual Investment Advisory Fees and Total Operating Expenses
for Trust Shares are 1.07% and 1.20%, respectively. Actual Investment
Advisory Fees, Distribution Fees and Total Operating Expenses for Flex Shares
are 1.07%, 0.72% and 2.25%, respectively. The Adviser(s) could discontinue
these voluntary waivers at any time. Nevertheless, management of STI Funds
has undertaken to waive advisory fees to 0.90% for at least one year and
thereafter to discuss any proposed waiver reduction with the Board of the STI
Funds prior to its implementation.
EXAMPLES
These examples are intended to help you compare the cost of investing in each
Fund with the cost of investing in other mutual funds.
The examples assume that you invest $10,000 in each Fund for the time periods
indicated, that your investment has a 5% return each year and that each Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions you would pay the following expenses if you
redeem all of your shares at the end of the time periods indicated:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND SPECIAL EQUITY FUND $144 $446 $771 $1,691
(Trust Class)+
- -------------------------------------------------------------------------------
STI SMALL CAP GROWTH STOCK $137 $428 NA NA
FUND (Trust Shares)
- -------------------------------------------------------------------------------
CRESTFUND SPECIAL EQUITY FUND $564 $805 $1,065 $1,806
(Investor Class A)+
- -------------------------------------------------------------------------------
STI SMALL CAP GROWTH STOCK $137 $428 NA NA
FUND (Trust Shares)
- -------------------------------------------------------------------------------
-15-
<PAGE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND SPECIAL EQUITY FUND $705 $934 $1,288 $2,021
(Investor Class B)
- -------------------------------------------------------------------------------
STI SMALL CAP GROWTH STOCK $443 $748 NA NA
FUND (Flex Shares)
- -------------------------------------------------------------------------------
</TABLE>
+ Both Trust Class shares and Investor Class A shares of the CrestFund
Special Equity Fund will transfer their assets and certain stated liabilities to
the STI Small Cap Growth Stock Fund, in exchange for Trust Shares of that STI
Fund.
PRO FORMA EXAMPLE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI SMALL CAP GROWTH STOCK $130 $406 $702 $1,545
FUND (Trust Shares)
- -------------------------------------------------------------------------------
STI SMALL CAP GROWTH STOCK $469 $811 $1,385 $2,944
FUND (Flex Shares)
- -------------------------------------------------------------------------------
</TABLE>
The Examples above should not be considered a representation of future expenses
of the Funds. Actual expenses may be greater or less than those shown.
CRESTFUND INTERMEDIATE BOND FUND - STI INVESTMENT GRADE BOND FUND
COMPARISON OF SHAREHOLDER FEES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
CRESTFUND INTERMEDIATE None None
BOND FUND (Trust Class)
- -------------------------------------------------------------------------------
STI INVESTMENT GRADE BOND None None
FUND (Trust Shares)
- -------------------------------------------------------------------------------
CRESTFUND INTERMEDIATE 3.00% None
BOND FUND (Investor Class
A)
- -------------------------------------------------------------------------------
STI INVESTMENT GRADE BOND 3.75% None
FUND (Investor Shares)
- -------------------------------------------------------------------------------
</TABLE>
COMPARISON OF ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
-16-
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND INTERMEDIATE 0.60% 0.15% 0.52% 1.27%
BOND FUND (Trust
Class)*
- -------------------------------------------------------------------------------
STI INVESTMENT GRADE 0.74% 0% 0.13% 0.87%
BOND FUND (Trust
Shares)+
- -------------------------------------------------------------------------------
CRESTFUND INTERMEDIATE 0.60% 0.15% 0.28% 1.03%
BOND FUND (Investor
Class A)*
- -------------------------------------------------------------------------------
STI INVESTMENT GRADE 0.74% 0.43% 0.22% 1.39%
BOND FUND (Investor
Shares)+
- -------------------------------------------------------------------------------
</TABLE>
* The table shows the highest expenses that could be currently charged to
the CrestFund Intermediate Bond Fund. Actual expenses are lower because
CAMCO and the Distributor are voluntarily waiving a portion of their fees.
Actual Investment Advisory Fees, Distribution Fees, Other Expenses, and Total
Operating Expenses for Trust Class shares are 0.60%, 0%, 0.32%, and 0.92%,
respectively. Actual Investment Advisory Fees, Distribution Fees and Total
Operating Expenses for Investor Class A shares are 0.60%, 0%, and 0.88%,
respectively. CAMCO and the Distributor could discontinue these voluntary
waivers at any time.
+ The table shows the highest expenses that could be currently charged to the
STI Investment Grade Bond Fund. Actual expenses are lower because the
Adviser(s) and the Distributor are voluntarily waiving a portion of their fees.
Actual Investment Advisory Fees and Total Operating Expenses for Trust Shares
are 0.64% and 0.77%, respectively. Actual Investment Advisory Fees,
Distribution Fees and Total Operating Expenses for Investor Shares are 0.64%,
0.31% and 1.17%, respectively. The Adviser(s) and the Distributor could
discontinue these voluntary waivers at any time.
PRO FORMA SHAREHOLDER FEES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
STI INVESTMENT GRADE BOND None None
FUND (Trust Shares)
- -------------------------------------------------------------------------------
STI INVESTMENT GRADE BOND 3.75% None
FUND (Investor Shares)
- -------------------------------------------------------------------------------
</TABLE>
PRO FORMA ANNUAL OPERATING EXPENSES +
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
-17-
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI INVESTMENT 0.74% 0% 0.10% 0.84%
GRADE BOND FUND
(Trust Shares)
- -------------------------------------------------------------------------------
STI INVESTMENT 0.74% 0.43% 0.17% 1.34%
GRADE BOND FUND
(Investor Shares)
- -------------------------------------------------------------------------------
</TABLE>
+ The table shows the highest expenses that could be currently charged to the
STI Investment Grade Bond Fund following the Reorganization. Actual expenses
are lower because the Adviser(s) and the Distributor are voluntarily waiving a
portion of their fees. Actual Investment Advisory Fees and Total Operating
Expenses for Trust Shares are 0.67% and 0.77%, respectively. Actual Investment
Advisory Fees, Distribution Fees and Total Operating Expenses for Investor
Shares are 0.67%, 0.33% and 1.17%, respectively. The Adviser(s) and the
Distributor could discontinue these voluntary waivers at any time.
EXAMPLES
These examples are intended to help you compare the cost of investing in each
Fund with the cost of investing in other mutual funds.
The examples assume that you invest $10,000 in each Fund for the time periods
indicated, that your investment has a 5% return each year and that each Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions you would pay the following expenses if you
redeem all of your shares at the end of the time periods indicated:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND INTERMEDIATE BOND $129 $403 $697 $1,534
FUND (Trust Class)
- -------------------------------------------------------------------------------
STI INVESTMENT GRADE BOND FUND $89 $278 $482 $1,073
(Trust Shares)
- -------------------------------------------------------------------------------
CRESTFUND INTERMEDIATE BOND $402 $618 $852 $1,522
FUND (Investor Class A)
- -------------------------------------------------------------------------------
STI INVESTMENT GRADE BOND FUND $511 $799 $1,107 $1,981
(Investor Shares)
- -------------------------------------------------------------------------------
</TABLE>
PRO FORMA EXAMPLE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI INVESTMENT GRADE BOND FUND $86 $268 $466 $1,037
(Trust Shares)
- -------------------------------------------------------------------------------
STI INVESTMENT GRADE BOND FUND $506 $784 $1,082 $1,927
(Investor Shares)
- -------------------------------------------------------------------------------
</TABLE>
-18-
<PAGE>
The Examples above should not be considered a representation of future expenses
of the Funds. Actual expenses may be greater or less than those shown.
CRESTFUND LIMITED TERM BOND FUND - STI SHORT-TERM BOND FUND
COMPARISON OF SHAREHOLDER FEES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
CRESTFUND LIMITED TERM None None
BOND FUND (Trust Class)
- -------------------------------------------------------------------------------
STI SHORT-TERM BOND FUND None None
(Trust Shares)
- -------------------------------------------------------------------------------
</TABLE>
COMPARISON OF ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND LIMITED 0.50% 0.15% 0.52% 1.17%
TERM BOND FUND
(Trust Class)*
- -------------------------------------------------------------------------------
STI SHORT-TERM 0.65% 0% 0.15% 0.80%
BOND FUND (Trust
Shares)+
- -------------------------------------------------------------------------------
</TABLE>
* The table shows the highest expenses that could be currently charged to
the CrestFund Limited Term Bond Fund. Actual expenses are lower because
CAMCO and the Distributor are voluntarily waiving a portion of their fees.
Actual Investment Advisory Fees, Distribution Fees, Other Expenses, and Total
Operating Expenses for Trust Class shares are 0.50%, 0%, 0.32%, and 0.82%,
respectively. CAMCO and the Distributor could discontinue these voluntary
waivers at any time.
+ The table shows the highest expenses that could be currently charged to the
STI Short-Term Bond Fund. Actual expenses are lower because the Adviser(s) are
voluntarily waiving a portion of their fees. Actual Investment Advisory Fees
and Total Operating Expenses for Trust Shares are 0.52% and 0.67%, respectively.
The Adviser(s) could discontinue these voluntary waivers at any time.
PRO FORMA SHAREHOLDER FEES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
STI SHORT-TERM BOND FUND None None
(Trust Shares)
- -------------------------------------------------------------------------------
</TABLE>
-19-
<PAGE>
PRO FORMA ANNUAL OPERATING EXPENSES+
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI SHORT-TERM 0.65% 0% 0.12% 0.77%
BOND FUND (Trust
Shares)
- -------------------------------------------------------------------------------
</TABLE>
+ The table shows the highest expenses that could be currently charged to the
STI Short-Term Bond Fund following the Reorganization. Actual expenses are
lower because the Adviser(s) are voluntarily waiving a portion of their fees.
Actual Investment Advisory Fees and Total Operating Expenses for Trust Shares
are 0.55% and 0.67%, respectively. The Adviser(s) could discontinue these
voluntary waivers at any time.
EXAMPLES
These examples are intended to help you compare the cost of investing in each
Fund with the cost of investing in other mutual funds.
The examples assume that you invest $10,000 in each Fund for the time periods
indicated, that your investment has a 5% return each year and that each Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions you would pay the following expenses if you
redeem all of your shares at the end of the time periods indicated:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND LIMITED TERM BOND $119 $372 $644 $1,420
FUND (Trust Class)
- -------------------------------------------------------------------------------
STI SHORT-TERM BOND FUND $82 $255 $444 $990
(Trust Shares)
- -------------------------------------------------------------------------------
</TABLE>
PRO FORMA EXAMPLE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------
STI SHORT-TERM BOND FUND $79 $246 $428 $954
(Trust Shares)
- -------------------------------------------------------------------------------
</TABLE>
The Examples above should not be considered a representation of future expenses
of the Funds. Actual expenses may be greater or less than those shown.
CRESTFUND CASH RESERVE FUND - STI PRIME QUALITY MONEY MARKET FUND
COMPARISON OF SHAREHOLDER FEES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
-20-
<PAGE>
- -------------------------------------------------------------------------------
CRESTFUND CASH RESERVE None None
FUND (Trust Class)
- -------------------------------------------------------------------------------
STI PRIME QUALITY MONEY None None
MARKET FUND (Trust
Shares)
- -------------------------------------------------------------------------------
CRESTFUND CASH RESERVE None None
FUND (Investor Class A)+
- -------------------------------------------------------------------------------
STI PRIME QUALITY MONEY None None
MARKET FUND (Investor
Shares)
- -------------------------------------------------------------------------------
CRESTFUND CASH RESERVE None 5.00%
FUND (Investor Class B)+
- -------------------------------------------------------------------------------
STI PRIME QUALITY MONEY None None
MARKET FUND (Investor
Shares)
- -------------------------------------------------------------------------------
</TABLE>
+ Both Investor Class A and Investor Class B shares of the CrestFund Cash
Reserve Fund will transfer their assets and certain stated liabilities to the
STI Prime Quality Money Market Fund, in exchange for Investor Shares of that STI
Fund.
COMPARISON OF ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND CASH 0.36% 0.15% 0.27% 0.88%
RESERVE FUND
(Trust Class)*
- -------------------------------------------------------------------------------
STI PRIME QUALITY
MONEY MARKET FUND 0.65% 0% 0.13% 0.78%
(Trust Shares)+
- -------------------------------------------------------------------------------
CRESTFUND CASH 0.36% 0.40% 0.28% 1.04%
RESERVE FUND
(Investor Class A)*
- -------------------------------------------------------------------------------
STI PRIME QUALITY 0.65% 0.20% 0.17% 1.02%
MONEY MARKET FUND
(Investor Shares)+
- -------------------------------------------------------------------------------
CRESTFUND CASH 0.36% 1.00% 0.28% 1.64%
RESERVE FUND
(Investor Class B)*
- -------------------------------------------------------------------------------
STI PRIME QUALITY
MONEY MARKET FUND 0.65% 0.20% 0.17% 1.02%
(Investor Shares)+
- -------------------------------------------------------------------------------
</TABLE>
* The table shows the highest expenses that could be currently charged to the
CrestFund Cash Reserve Fund. Actual expenses are lower because CAMCO and the
Distributor are voluntarily waiving a portion of their fees. Actual Investment
Advisory Fees, Distribution Fees and Total Operating Expenses for Trust Class
shares are 0.36%, 0%, and
-21-
<PAGE>
0.63%, respectively. Actual Investment Advisory Fees, Distribution Fees and
Total Operating Expenses for Investor Class A shares are 0.36%, 0%, and
0.64%, respectively. Actual Investment Advisory Fees, Distribution Fees and
Total Operating Expenses for Investor Class B shares are 0.36%, 0.98%, and
1.59%, respectively. CAMCO and the Distributor could discontinue these
voluntary waivers at any time.
+ The table shows the highest expenses that could be currently charged to the
STI Prime Quality Money Market Fund. Actual expenses are lower because the
Adviser(s) and the Distributor are voluntarily waiving a portion of their fees.
Actual Investment Advisory Fees, Other Expenses and Total Operating Expenses for
Trust Shares are 0.51%, 0.09%, and 0.60%, respectively. Actual Investment
Advisory Fees, Distribution Fees, Other Expenses and Total Operating Expenses
for Investor Shares are 0.51%, 0.13%, 0.13%, and 0.77%, respectively. The
Adviser(s) and the Distributor could discontinue these voluntary waivers at any
time.
PRO FORMA SHAREHOLDER FEES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
STI PRIME QUALITY MONEY None None
MARKET FUND (Trust
Shares)
- -------------------------------------------------------------------------------
STI PRIME QUALITY MONEY None None
MARKET FUND (Investor
Shares)
- -------------------------------------------------------------------------------
</TABLE>
PRO FORMA ANNUAL OPERATING EXPENSES+
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI PRIME QUALITY 0.65% 0% 0.10% 0.75%
MONEY MARKET FUND
(Trust Shares)
- -------------------------------------------------------------------------------
STI PRIME QUALITY 0.65% 0.20% 0.10% 0.95%
MONEY MARKET FUND
(Investor Shares)
- -------------------------------------------------------------------------------
</TABLE>
+ The table shows the highest expenses that could be currently charged to the
STI Prime Quality Money Market Fund, following the Reorganization. Actual
expenses are lower because the Adviser(s) and the Distributor are voluntarily
waiving a portion of their fees. Actual Investment Advisory Fees, Other
Expenses and Total Operating Expenses for Trust Shares are 0.50%, 0.10%, and
0.60%, respectively. Actual Investment Advisory Fees, Distribution Fees, Other
Expenses and Total Operating Expenses for Investor Shares are 0.50%, 0.17%,
0.10%, and 0.77%, respectively. The Adviser(s) and the Distributor could
discontinue these voluntary waivers at any time.
EXAMPLES
These examples are intended to help you compare the cost of investing in each
Fund with the cost of investing in other mutual funds.
-22-
<PAGE>
The examples assume that you invest $10,000 in each Fund for the time periods
indicated, that your investment has a 5% return each year and that each Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions you would pay the following expenses if you
redeem all of your shares at the end of the time periods indicated:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND CASH RESERVE FUND $80 $249 $433 $966
(Trust Class)
- -------------------------------------------------------------------------------
STI PRIME QUALITY MONEY MARKET $80 $249 $433 $966
FUND (Trust Shares)
- -------------------------------------------------------------------------------
CRESTFUND CASH RESERVE FUND $106 $331 $574 $1,271
(Investor Class A)
- -------------------------------------------------------------------------------
STI PRIME QUALITY MONEY MARKET $104 $325 $563 $1,248
FUND (Investor Shares)
- -------------------------------------------------------------------------------
CRESTFUND CASH RESERVE FUND $667 $1,017 $1,392 $1,705
(Investor Class B)
- -------------------------------------------------------------------------------
STI PRIME QUALITY MONEY MARKET $104 $325 $563 $1,248
FUND (Investor Shares)
- -------------------------------------------------------------------------------
</TABLE>
PRO FORMA EXAMPLE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI PRIME QUALITY MONEY MARKET $77 $240 $417 $930
FUND (Trust Shares)
- -------------------------------------------------------------------------------
STI PRIME QUALITY MONEY MARKET $97 $303 $525 $1,166
FUND (Investor Shares)
- -------------------------------------------------------------------------------
</TABLE>
The Examples above should not be considered a representation of future expenses
of the Funds. Actual expenses may be greater or less than those shown.
CRESTFUND GOVERNMENT BOND FUND - STI U.S. GOVERNMENT SECURITIES FUND
COMPARISON OF SHAREHOLDER FEES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
CRESTFUND GOVERNMENT BOND None None
FUND (Trust Class)
- -------------------------------------------------------------------------------
STI U.S. GOVERNMENT None None
SECURITIES FUND (Trust
Shares)
- -------------------------------------------------------------------------------
-23-
<PAGE>
- -------------------------------------------------------------------------------
CRESTFUND GOVERNMENT BOND None 5.00%
FUND (Investor Class B)
- -------------------------------------------------------------------------------
STI U.S. GOVERNMENT None 2.00%
SECURITIES FUND (Flex
Shares)
- -------------------------------------------------------------------------------
</TABLE>
COMPARISON OF ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND 0.60% 0.15% 0.50% 1.25%
GOVERNMENT BOND
FUND (Trust
Class)*
- -------------------------------------------------------------------------------
STI U.S. 0.74% 0% 0.19% 0.93%
GOVERNMENT
SECURITIES FUND
(Trust Shares)+
- -------------------------------------------------------------------------------
CRESTFUND 0.60% 1.00% 0.26% 1.86%
GOVERNMENT BOND
FUND (Investor
Class B)*
- -------------------------------------------------------------------------------
STI U.S. 0.74% 1.00% 0.59% 2.33%
GOVERNMENT
SECURITIES FUND
(Flex Shares)+
- -------------------------------------------------------------------------------
</TABLE>
* The table shows the highest expenses that could be currently charged to
the CrestFund Government Bond Fund. Actual expenses are lower because CAMCO
and the Distributor are voluntarily waiving a portion of their fees. Actual
Investment Advisory Fees, Distribution Fees, Other Expenses, and Total
Operating Expenses for Trust Class shares are 0.50%, 0%, 0.21%, and 0.71 %,
respectively. Actual Investment Advisory Fees, Distribution Fees, Other
Expenses, and Total Operating Expenses for Investor Class B shares are 0.50%,
0.95%, 0.17% and 1.62%, respectively. CAMCO and the Distributor could
discontinue these voluntary waivers at any time.
+ The table shows the highest expenses that could be currently charged to the
STI U.S. Government Securities Fund. Actual expenses are lower because the
Adviser(s) and the Distributor are voluntarily waiving a portion of their fees.
Actual Investment Advisory Fees and Total Operating Expenses for Trust Shares
are 0.58% and 0.77%, respectively. Actual Investment Advisory Fees,
Distribution Fees and Total Operating Expenses for Flex Shares are 0.58%, 0.51%,
and 1.68%, respectively. The Adviser(s) and the Distributor could discontinue
these voluntary waivers at any time.
PRO FORMA SHAREHOLDER FEES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
STI U.S. GOVERNMENT None None
SECURITIES FUND (Trust
Shares)
- -------------------------------------------------------------------------------
-24-
<PAGE>
- -------------------------------------------------------------------------------
STI U.S. GOVERNMENT None 2.00%
SECURITIES FUND (Flex
Shares)
- -------------------------------------------------------------------------------
</TABLE>
PRO FORMA ANNUAL OPERATING EXPENSES+
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI U.S. 0.74% 0% 0.14% 0.88%
GOVERNMENT
SECURITIES FUND
(Trust Shares)
- -------------------------------------------------------------------------------
STI U.S. 0.74% 1.00% 0.31% 2.05%
GOVERNMENT
SECURITIES FUND
(Flex Shares)
- -------------------------------------------------------------------------------
</TABLE>
+ The table shows the highest expenses that could be currently charged to
the STI U.S. Government Securities Fund, following the Reorganization.
Actual expenses are lower because the Adviser(s) and the Distributor are
voluntarily waiving a portion of their fees. Actual Investment Advisory Fees
and Total Operating Expenses for Trust Shares are 0.63% and 0.77%,
respectively. Actual Investment Advisory Fees, Distribution Fees and Total
Operating Expenses for Flex Shares are 0.63%, 0.74%, and 1.68%, respectively.
The Adviser(s) and the Distributor could discontinue these voluntary waivers
at any time. Nevertheless, management of the STI Funds has undertaken to
waive fees to maintain the net expense ratio of the Flex Shares at 1.68% for
at least one year and thereafter to discuss any proposed waiver reduction
with the STI Board of Trustees prior to its implementation.
EXAMPLES
These examples are intended to help you compare the cost of investing in each
Fund with the cost of investing in other mutual funds.
The examples assume that you invest $10,000 in each Fund for the time periods
indicated, that your investment has a 5% return each year and that each Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions you would pay the following expenses if you
redeem all of your shares at the end of the time periods indicated:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND GOVERNMENT BOND FUND $127 $397 $686 $1,511
(Trust Class)
- -------------------------------------------------------------------------------
STI U.S. GOVERNMENT SECURITIES $95 $296 $515 $1,143
FUND (Trust Shares)
- -------------------------------------------------------------------------------
CRESTFUND GOVERNMENT BOND FUND $689 $885 $1,206 $1,848
(Investor Class B)
- -------------------------------------------------------------------------------
STI U.S. GOVERNMENT SECURITIES $436 $727 $1,245 $2,666
FUND (Flex Shares)
- -------------------------------------------------------------------------------
</TABLE>
PRO FORMA EXAMPLE
-25-
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------
STI U.S. GOVERNMENT SECURITIES $90 $281 $488 $1,084
FUND (Trust Shares)
- -------------------------------------------------------------------------------
STI U.S. GOVERNMENT SECURITIES $414 $643 $1,103 $2,379
FUND (Flex Shares)
- -------------------------------------------------------------------------------
</TABLE>
The Examples above should not be considered a representation of future expenses
of the Funds. Actual expenses may be greater or less than those shown.
---------------------------------------
Under the Reorganization Agreement, each of the following CrestFunds will
transfer all its assets and stated liabilities to its corresponding New STI
Fund: U.S. Treasury Money Market Fund, Tax-Free Money Market Fund, Growth and
Income Fund, Virginia Municipal Bond Fund, Virginia Intermediate Municipal Bond
Fund, Maryland Municipal Bond Fund, Life Vision Maximum Growth Portfolio, Life
Vision Growth and Income Portfolio, and Life Vision Balanced Portfolio. The
following comparative fee tables show the fees for each CrestFund and its
corresponding New STI Fund.
CRESTFUND U.S. TREASURY MONEY FUND - STI U.S. TREASURY MONEY MARKET FUND
COMPARISON OF SHAREHOLDER FEES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
CRESTFUND U.S. TREASURY None None
MONEY FUND (Trust Class)
- -------------------------------------------------------------------------------
STI U.S. TREASURY MONEY NA NA
MARKET FUND (Trust
Shares)
- -------------------------------------------------------------------------------
</TABLE>
COMPARISON OF ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND U.S. 0.38% 0.15% 0.28% 0.81%
TREASURY MONEY
FUND (Trust
Class)*
- -------------------------------------------------------------------------------
STI U.S. TREASURY NA NA NA NA
MONEY MARKET FUND
(Trust Shares)
- -------------------------------------------------------------------------------
</TABLE>
-26-
<PAGE>
* The table shows the highest expenses that could be currently charged to the
CrestFund U.S. Treasury Money Fund. Actual expenses are lower because CAMCO and
the Distributor are voluntarily waiving a portion of their fees. Actual
Investment Advisory Fees, Distribution Fees and Total Operating Expenses for
Trust Class shares are 0.50%, 0%, and 0.68%, respectively. CAMCO and the
Distributor could discontinue these voluntary waivers at any time.
PRO FORMA SHAREHOLDER FEES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
STI U.S. TREASURY MONEY None None
MARKET FUND (Trust
Shares)
- -------------------------------------------------------------------------------
</TABLE>
PRO FORMA ANNUAL OPERATING EXPENSES+
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI U.S. TREASURY 0.65% 0% 0.10% 0.75%
MONEY MARKET FUND
(Trust Shares)
- -------------------------------------------------------------------------------
</TABLE>
+ The table shows the highest expenses that could be currently charged to the
STI U.S. Treasury Money Fund, following the Reorganization. Actual expenses are
lower because Trusco and the Distributor are voluntarily waiving a portion of
their fees. Actual Investment Advisory Fees, Distribution Fees and Total
Operating Expenses for Trust Shares are 0.40%, 0%, and 0.65%, respectively.
Trusco and the Distributor could discontinue these voluntary waivers at any
time.
EXAMPLES
These examples are intended to help you compare the cost of investing in each
Fund with the cost of investing in other mutual funds.
The examples assume that you invest $10,000 in each Fund for the time periods
indicated, that your investment has a 5% return each year and that each Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions you would pay the following expenses if you
redeem all of your shares at the end of the time periods indicated:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND U.S. TREASURY MONEY $83 $259 $450 $1,002
FUND (Trust Class)
- -------------------------------------------------------------------------------
STI U.S. TREASURY MONEY MARKET NA NA NA NA
FUND (Trust Shares)
- -------------------------------------------------------------------------------
</TABLE>
PRO FORMA EXAMPLE
-27-
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI U.S. TREASURY MONEY MARKET $77 $240 $417 $930
FUND (Trust Shares)
- -------------------------------------------------------------------------------
</TABLE>
The Examples above should not be considered a representation of future expenses
of the Portfolios. Actual expenses may be greater or less than those shown.
CRESTFUND TAX FREE MONEY FUND - STI TAX-FREE MONEY MARKET FUND
COMPARISON OF SHAREHOLDER FEES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
CRESTFUND TAX FREE MONEY None None
FUND (Trust Class)
- -------------------------------------------------------------------------------
STI TAX-FREE MONEY MARKET NA NA
FUND (Trust Shares)
- -------------------------------------------------------------------------------
CRESTFUND TAX FREE MONEY None None
FUND (Investor Class A)
- -------------------------------------------------------------------------------
STI TAX-FREE MONEY MARKET NA NA
FUND (Investor Shares)
- -------------------------------------------------------------------------------
</TABLE>
COMPARISON OF ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND TAX FREE 0.40% 0.15% 0.26% 0.81%
MONEY FUND (Trust
Class)*
- -------------------------------------------------------------------------------
STI TAX-FREE MONEY NA NA NA NA
MARKET FUND (Trust
Shares)
- -------------------------------------------------------------------------------
CRESTFUND TAX FREE 0.40% 0.40% 0.27% 1.07%
MONEY FUND
(Investor Class A)*
- -------------------------------------------------------------------------------
STI TAX-FREE MONEY NA NA NA NA
MARKET FUND
(Investor Shares)
- -------------------------------------------------------------------------------
</TABLE>
-28-
<PAGE>
* The table shows the highest expenses that could be currently charged to the
CrestFund Tax Free Money Fund. Actual expenses are lower because CAMCO and the
Distributor are voluntarily waiving a portion of their fees. Actual Investment
Advisory Fees, Distribution Fees and Total Operating Expenses for Trust Class
shares are 0.50%, 0%, and 0.68%, respectively. Actual Investment Advisory
Fees, Distribution Fees and Total Operating Expenses for Investor Class A shares
are 0.40%, 0%, and 0.67%, respectively. CAMCO and the Distributor could
discontinue these voluntary waivers at any time.
PRO FORMA SHAREHOLDER FEES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
STI TAX-FREE MONEY MARKET None None
FUND (Trust Shares)
- -------------------------------------------------------------------------------
STI TAX-FREE MONEY MARKET None None
FUND (Investor Shares)
- -------------------------------------------------------------------------------
</TABLE>
PRO FORMA ANNUAL OPERATING EXPENSES+
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI TAX-FREE MONEY 0.40% 0% 0.11% 0.51%
MARKET FUND (Trust
Shares)
- -------------------------------------------------------------------------------
STI TAX-FREE MONEY 0.40% 0.40% 0.31% 1.11%
MARKET FUND
(Investor Shares)
- -------------------------------------------------------------------------------
</TABLE>
+ The table shows the highest expenses that could be currently charged to
the STI Tax-Free Money Market Fund, following the Reorganization. Actual
expenses are lower because Trusco and the Distributor are voluntarily waiving
a portion of their fees. Actual Investment Advisory Fees and Total Operating
Expenses for Trust Shares are 0.40%, and 0.51%, respectively. Actual
Investment Advisory Fees, Distribution Fees and Total Operating Expenses for
Investor Shares are 0.40%, 0%, and 0.67%, respectively. Trusco and the
Distributor could discontinue these voluntary waivers at any time.
Nevertheless, management of the STI Funds has undertaken to waive fees to
maintain the net expense ratio of the Investor Shares at 0.67% for at least
one year and therafter to discuss any proposed waiver reduction with the STI
Board of Trustees prior to its implementation.
EXAMPLES
These examples are intended to help you compare the cost of investing in each
Fund with the cost of investing in other mutual funds.
The examples assume that you invest $10,000 in each Fund for the time periods
indicated, that your investment has a 5% return each year and that each Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions you would pay the following expenses if you
redeem all of your shares at the end of the time periods indicated:
-29-
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND TAX FREE MONEY FUND $83 $259 $450 $1,002
(Trust Class)
- -------------------------------------------------------------------------------
STI TAX-FREE MONEY MARKET FUND NA NA NA NA
(Trust Shares)
- -------------------------------------------------------------------------------
CRESTFUND TAX FREE MONEY FUND $109 $340 $590 $1,306
(Investor Class A)
- -------------------------------------------------------------------------------
STI TAX-FREE MONEY MARKET FUND NA NA NA NA
(Investor Shares)
- -------------------------------------------------------------------------------
</TABLE>
PRO FORMA EXAMPLE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI TAX-FREE MONEY MARKET FUND $52 $164 $285 $640
(Trust Shares)
- -------------------------------------------------------------------------------
STI TAX-FREE MONEY MARKET FUND $113 $353 $612 $1,352
(Investor Shares)
- -------------------------------------------------------------------------------
</TABLE>
The Examples above should not be considered a representation of future expenses
of the Portfolios. Actual expenses may be greater or less than those shown.
CRESTFUND VALUE FUND - STI GROWTH AND INCOME FUND
COMPARISON OF SHAREHOLDER FEES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
CRESTFUND VALUE FUND None None
(Trust Class)
- -------------------------------------------------------------------------------
STI GROWTH AND INCOME NA NA
FUND (Trust Shares)
- -------------------------------------------------------------------------------
CRESTFUND VALUE FUND 4.50% None
(Investor Class A)
- -------------------------------------------------------------------------------
STI GROWTH AND INCOME NA NA
FUND (Investor Shares)
- -------------------------------------------------------------------------------
CRESTFUND VALUE FUND None 5.00%
(Investor Class B)
- -------------------------------------------------------------------------------
STI GROWTH AND INCOME NA NA
FUND (Flex Shares)
- -------------------------------------------------------------------------------
</TABLE>
-30-
<PAGE>
COMPARISON OF ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND VALUE 0.75% 0.15% 0.52% 1.42%
FUND (Trust
Class)*
- -------------------------------------------------------------------------------
STI GROWTH AND NA NA NA NA
INCOME FUND (Trust
Shares)
- -------------------------------------------------------------------------------
CRESTFUND VALUE 0.75% 0.15% 0.28% 1.18%
FUND (Investor
Class A)*
- -------------------------------------------------------------------------------
STI GROWTH AND NA NA NA NA
INCOME FUND
(Investor Shares)
- -------------------------------------------------------------------------------
CRESTFUND VALUE 0.75% 1.00% 0.28% 2.03%
FUND (Investor
Class B)*
- -------------------------------------------------------------------------------
STI GROWTH AND NA NA NA NA
INCOME FUND (Flex
Shares)
- -------------------------------------------------------------------------------
</TABLE>
* The table shows the highest expenses that could be currently charged to
the CrestFund Value Fund. Actual expenses are lower because CAMCO and the
Distributor are voluntarily waiving a portion of their fees. Actual
Investment Advisory Fees, Distribution Fees, Other Expenses and Total
Operating Expenses for Trust Class shares are 0.75%, 0%, 0.37% and 1.12%,
respectively. Actual Investment Advisory Fees, Distribution Fees and Total
Operating Expenses for Investor Class A shares are 0.75%, 0%, and 1.03%,
respectively. Actual Investment Advisory Fees, Distribution Fees and Total
Operating Expenses for Investor Class B shares are 0.75%, 0.75%, and 1.78%,
respectively. CAMCO and the Distributor could discontinue these voluntary
waivers at any time.
PRO FORMA SHAREHOLDER FEES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
STI GROWTH AND INCOME None None
FUND (Trust Shares)
- -------------------------------------------------------------------------------
STI GROWTH AND INCOME 3.75% None
FUND (Investor Shares)
- -------------------------------------------------------------------------------
STI GROWTH AND INCOME None 2.00%
FUND (Flex Shares)
- -------------------------------------------------------------------------------
</TABLE>
-31-
<PAGE>
PRO FORMA ANNUAL OPERATING EXPENSES+
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI GROWTH AND 0.90% 0% 0.11% 1.01%
INCOME FUND (Trust
Shares)
- -------------------------------------------------------------------------------
STI GROWTH AND 0.90% 0.25% 0.20% 1.35%
INCOME FUND
(Investor Shares)
- -------------------------------------------------------------------------------
STI GROWTH AND 0.90% 1.00% 0.22% 2.12%
INCOME FUND (Flex
Shares)
- -------------------------------------------------------------------------------
</TABLE>
+ The table shows the highest expenses that could be currently charged to
the STI Growth and Income Fund, following the Reorganization. Actual
expenses are lower because Trusco and the Distributor are voluntarily waiving
a portion of their fees. Actual Investment Advisory Fees and Total Operating
Expenses for Trust Shares are 0.90%, and 1.01%, respectively. Actual
Investment Advisory Fees, Distribution Fees and Total Operating Expenses for
Investor Shares are 0.90%, 0%, and 1.03%, respectively. Actual Investment
Advisory Fees, Distribution Fees and Total Operating Expenses for Flex Shares
are 0.90%, 0.66%, and 1.78%, respectively. Trusco and the Distributor could
discontinue these voluntary waivers at any time. Nevertheless, management of
the STI Funds has undertaken to waive fees to maintain the net expense ratios
of Investor and Flex Shares at ______ and ______, respectively for at least
one year and to discuss any proposed waiver reduction with the STI Board
prior to its implementation.
EXAMPLES
These examples are intended to help you compare the cost of investing in each
Fund with the cost of investing in other mutual funds.
The examples assume that you invest $10,000 in each Fund for the time periods
indicated, that your investment has a 5% return each year and that each Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions you would pay the following expenses if you
redeem all of your shares at the end of the time periods indicated:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------
CRESTFUND VALUE FUND (Trust $145 $449 $776 $1,702
Class)
- -------------------------------------------------------------------------------
STI GROWTH AND INCOME FUND NA NA NA NA
(Trust Shares)
- -------------------------------------------------------------------------------
CRESTFUND VALUE FUND (Investor $565 $808 $1,070 $1,817
Class A)
- -------------------------------------------------------------------------------
STI GROWTH AND INCOME FUND NA NA NA NA
(Investor Shares)
- -------------------------------------------------------------------------------
CRESTFUND VALUE FUND (Investor $706 $937 $1,293 $2,031
Class B)
- -------------------------------------------------------------------------------
STI GROWTH AND INCOME FUND NA NA NA NA
(Flex Shares)
- -------------------------------------------------------------------------------
</TABLE>
-32-
<PAGE>
PRO FORMA EXAMPLE
<TABLE>
<CAPTION>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI GROWTH AND INCOME FUND $103 $322 $558 $1,236
(Trust Shares)
STI GROWTH AND INCOME FUND $507 $787 $1,087 $1,938
(Investor Shares)
STI GROWTH AND INCOME FUND $421 $664 $1,139 $2,452
(Flex Shares)
</TABLE>
The Examples above should not be considered a representation of future expenses
of the Portfolios. Actual expenses may be greater or less than those shown.
CRESTFUND VIRGINIA MUNICIPAL BOND FUND - STI VIRGINIA MUNICIPAL BOND FUND
COMPARISON OF SHAREHOLDER FEES
<TABLE>
<CAPTION>
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- ------------------------------------------------------------------------------
<S> <C> <C>
CRESTFUND VIRGINIA None None
MUNICIPAL BOND FUND
(Trust Class)
STI VIRGINIA MUNICIPAL NA NA
BOND FUND (Trust Shares)
CRESTFUND VIRGINIA None 5.00%
MUNICIPAL BOND FUND
(Investor Class B)
STI VIRGINIA MUNICIPAL NA NA
BOND FUND (Flex Shares)
</TABLE>
COMPARISON OF ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND VIRGINIA 0.60% 0.15% 0.55% 1.30%
MUNICIPAL BOND
FUND (Trust
Class)*
STI VIRGINIA NA NA NA NA
MUNICIPAL BOND
FUND (Trust
Shares)
-33-
<PAGE>
<CAPTION>
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND VIRGINIA 0.60% 1.00% 0.31% 1.91%
MUNICIPAL BOND
FUND (Investor
Class B)*
STI VIRGINIA NA NA NA NA
MUNICIPAL BOND
FUND (Flex Shares)
</TABLE>
* The table shows the highest expenses that could be currently charged to
the CrestFund Virginia Municipal Bond Fund. Actual expenses are lower
because CAMCO and the Distributor are voluntarily waiving a portion of their
fees. Actual Investment Advisory Fees, Distribution Fees, Other Expenses,
and Total Operating Expenses for Trust Class shares are 0.50%, 0%, 0.27% and
0.74%, respectively. Actual Investment Advisory Fees, Distribution Fees,
Other Expenses, and Total Operating Expenses for Flex Class B shares are
0.50%, 0.95%, 0.20%, and 1.65%, respectively. CAMCO and the Distributor
could discontinue these voluntary waivers at any time. Nevertheless,
management of the STI Funds has undertaken to waive fees to maintain the net
expense ratio of the Flex Shares at 1.65% for at least one year and
thereafter to discuss with the STI Board any proposed waiver reduction prior
to its implementation.
PRO FORMA SHAREHOLDER FEES
<TABLE>
<CAPTION>
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- ------------------------------------------------------------------------------
<S> <C> <C>
STI VIRGINIA MUNICIPAL None None
BOND FUND (Trust Shares)
STI VIRGINIA MUNICIPAL None 2.00%
BOND FUND (Flex Shares)
</TABLE>
PRO FORMA ANNUAL OPERATING EXPENSES+
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI VIRGINIA 0.65% 0% 0.16% 0.81%
MUNICIPAL BOND
FUND (Trust
Shares)
STI VIRGINIA 0.65% 1.00% 0.48% 2.13%
MUNICIPAL BOND
FUND (Flex Shares)
</TABLE>
+ The table shows the highest expenses that could be currently charged to
the STI Virginia Municipal Bond Fund, following the Reorganization. Actual
expenses are lower because Trusco and the Distributor are voluntarily waiving
a portion of their fees. Actual Investment Advisory Fees, and Total
Operating Expenses for Trust Shares are 0.58%, and 0.74%, respectively.
Actual Investment Advisory Fees, Distribution Fees and Total Operating
Expenses for Flex Shares are 0.58%, 0.59%, and 1.65%, respectively. Trusco
and the Distributor could discontinue these voluntary waivers at any time.
-34-
<PAGE>
EXAMPLES
These examples are intended to help you compare the cost of investing in each
Fund with the cost of investing in other mutual funds.
The examples assume that you invest $10,000 in each Fund for the time periods
indicated, that your investment has a 5% return each year and that each Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions you would pay the following expenses if you
redeem all of your shares at the end of the time periods indicated:
<TABLE>
<CAPTION>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND VIRGINIA MUNICIPAL $132 $412 $713 $1,568
BOND FUND (Trust Class)
STI VIRGINIA MUNICIPAL BOND NA NA NA NA
FUND (Trust Shares)
CRESTFUND VIRGINIA MUNICIPAL $694 $900 $1,232 $1,902
BOND FUND (Investor Class B)
STI VIRGINIA MUNICIPAL BOND NA NA NA NA
FUND (Flex Shares)
</TABLE>
PRO FORMA EXAMPLE
<TABLE>
<CAPTION>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI VIRGINIA MUNICIPAL BOND $83 $259 $450 $1,002
FUND (Trust Shares)
STI VIRGINIA MUNICIPAL BOND $422 $667 $1,144 $2,462
FUND (Flex Shares)
</TABLE>
The Examples above should not be considered a representation of future expenses
of the Portfolios. Actual expenses may be greater or less than those shown.
CRESTFUND VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND
STI VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND
COMPARISON OF SHAREHOLDER FEES
<TABLE>
<CAPTION>
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- ------------------------------------------------------------------------------
<S> <C> <C>
CRESTFUND VIRGINIA None None
INTERMEDIATE MUNICIPAL
BOND FUND (Trust Class)
-35-
<PAGE>
STI VIRGINIA INTERMEDIATE NA NA
MUNICIPAL BOND FUND
(Trust Shares)
CRESTFUND VIRGINIA 3.50% None
INTERMEDIATE MUNICIPAL
BOND FUND (Investor Class
A)
STI VIRGINIA INTERMEDIATE NA NA
MUNICIPAL BOND FUND
(Investor Shares)
</TABLE>
COMPARISON OF ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND VIRGINIA 0.50% 0.15% 0.53% 1.18%
INTERMEDIATE
MUNICIPAL BOND
FUND (Trust
Class)*
STI VIRGINIA NA NA NA NA
INTERMEDIATE
MUNICIPAL BOND
FUND (Trust
Shares)
CRESTFUND VIRGINIA 0.50% 0.15% 0.29% 0.94%
INTERMEDIATE
MUNICIPAL BOND
FUND (Investor
Class A)*
STI VIRGINIA NA NA NA NA
INTERMEDIATE
MUNICIPAL BOND
FUND (Investor
Shares)
</TABLE>
* The table shows the highest expenses that could be currently charged to
the CrestFund Virginia Intermediate Municipal Bond Fund. Actual expenses are
lower because CAMCO and the Distributor are voluntarily waiving a portion of
their fees. Actual Investment Advisory Fees, Distribution Fees, Other
Expenses, and Total Operating Expenses for Trust Class shares are 0.50%, 0%,
0.33%, and 0.83%, respectively. Actual Investment Advisory Fees,
Distribution Fees and Total Operating Expenses for Investor Class A shares
are 0.50%, 0%, and 0.79%, respectively. CAMCO and the Distributor could
discontinue these voluntary waivers at any time.
PRO FORMA SHAREHOLDER FEES
<TABLE>
<CAPTION>
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- ------------------------------------------------------------------------------
<S> <C> <C>
-36-
<PAGE>
STI VIRGINIA INTERMEDIATE None None
MUNICIPAL BOND FUND
(Trust Shares)
STI VIRGINIA INTERMEDIATE 3.75% None
MUNICIPAL BOND FUND
(Investor Shares)
</TABLE>
PRO FORMA ANNUAL OPERATING EXPENSES+
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI VIRGINIA 0.65% 0% 0.11% 0.76%
INTERMEDIATE
MUNICIPAL BOND
FUND (Trust
Shares)
STI VIRGINIA 0.65% 0.15% 0.29% 1.09%
INTERMEDIATE
MUNICIPAL BOND
FUND (Investor
Shares)
</TABLE>
+ The table shows the highest expenses that could be currently charged to
the STI Virginia Intermediate Municipal Bond Fund, following the
Reorganization. Actual expenses are lower because Trusco and the Distributor
are voluntarily waiving a portion of their fees. Actual Investment Advisory
Fees, Distribution Fees, Other Expenses, and Total Operating Expenses for
Trust Shares are 0.65%, 0%, 0.33% and 0.76%, respectively. Actual Investment
Advisory Fees, Distribution Fees and Total Operating Expenses for Investor
Shares are 0.65%, 0%, and 0.79%, respectively. Trusco and the Distributor
could discontinue these voluntary waivers at any time. Nevertheless,
management of the STI Funds has undertaken to waive fees to maintain the net
expense ratio of the Investor Shares at 0.79% for at least one year and
thereafter to discuss any proposed waiver reduction with the STI Board of
Trustees prior to its implementation.
EXAMPLES
These examples are intended to help you compare the cost of investing in each
Fund with the cost of investing in other mutual funds.
The examples assume that you invest $10,000 in each Fund for the time periods
indicated, that your investment has a 5% return each year and that each Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions you would pay the following expenses if you
redeem all of your shares at the end of the time periods indicated:
<TABLE>
<CAPTION>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND VIRGINIA $120 $375 $649 $1,432
INTERMEDIATE MUNICIPAL BOND
FUND (Trust Class)
STI VIRGINIA INTERMEDIATE NA NA NA NA
MUNICIPAL BOND FUND (Trust
Shares)
</TABLE>
-37-
<PAGE>
<TABLE>
<CAPTION>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND VIRGINIA $443 $639 $852 $1,464
INTERMEDIATE MUNICIPAL BOND
FUND (Investor Class A)
STI VIRGINIA INTERMEDIATE NA NA NA NA
MUNICIPAL BOND FUND (Investor
Shares)
</TABLE>
PRO FORMA EXAMPLE
<TABLE>
<CAPTION>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI VIRGINIA INTERMEDIATE $78 $243 $422 $942
MUNICIPAL BOND FUND (Trust
Shares)
STI VIRGINIA INTERMEDIATE $482 $709 $953 $1,654
MUNICIPAL BOND FUND (Investor
Shares)
</TABLE>
The Examples above should not be considered a representation of future expenses
of the Portfolios. Actual expenses may be greater or less than those shown.
CRESTFUND MARYLAND MUNICIPAL BOND FUND - STI MARYLAND MUNICIPAL BOND FUND
COMPARISON OF SHAREHOLDER FEES
<TABLE>
<CAPTION>
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
CRESTFUND MARYLAND None None
MUNICIPAL BOND FUND
(Trust Class)
STI MARYLAND MUNICIPAL NA NA
BOND FUND (Trust Shares)
CRESTFUND MARYLAND None 5.00%
MUNICIPAL BOND FUND
(Investor Class B)
STI VIRGINIA INTERMEDIATE NA NA
MUNICIPAL BOND FUND (Flex
Shares)
</TABLE>
-38-
<PAGE>
COMPARISON OF ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND MARYLAND 0.60% 0.15% 0.63% 1.38%
MUNICIPAL BOND
FUND (Trust
Class)*
STI MARYLAND NA NA NA NA
MUNICIPAL BOND
FUND (Trust
Shares)
CRESTFUND MARYLAND 0.60% 1.00% 0.39% 1.99%
MUNICIPAL BOND
FUND (Investor
Class B)*
STI MARYLAND NA NA NA NA
MUNICIPAL BOND
FUND (Flex Shares)
</TABLE>
* The table shows the highest expenses that could be currently charged to
the CrestFund Maryland Municipal Bond Fund. Actual expenses are lower
because CAMCO and the Distributor are voluntarily waiving a portion of their
fees. Actual Investment Advisory Fees, Distribution Fees, Other Expenses,
and Total Operating Expenses for Trust Class shares are 0.22%, 0%, 0.43%, and
0.68%, respectively. Actual Investment Advisory Fees, Distribution Fees and
Total Operating Expenses for Investor Class B shares are 0.22%, 0.95%, and
1.59%, respectively. CAMCO and the Distributor could discontinue these
voluntary waivers at any time. Nevertheless, management of the STI Funds has
undertaken to waive fees to maintain the net expense ratio of the flex shares
at 1.59% for at least one year and thereafter to discuss any proposed waiver
reduction with the STI Board of Trustees prior to its implementation.
PRO FORMA SHAREHOLDER FEES
<TABLE>
<CAPTION>
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
STI MARYLAND MUNICIPAL None None
BOND FUND (Trust Shares)
STI MARYLAND MUNICIPAL None 2.00%
BOND FUND (Flex Shares)
</TABLE>
PRO FORMA ANNUAL OPERATING EXPENSES+
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI MARYLAND 0.65% 0% 0.19% 0.84%
MUNICIPAL BOND
FUND (Trust
Shares)
STI MARYLAND 0.65% 1.00% 0.51% 2.16%
MUNICIPAL BOND
FUND (Flex Shares)
</TABLE>
-39-
<PAGE>
+ The table shows the highest expenses that could be currently charged to
the STI Maryland Municipal Bond Fund, following the Reorganization. Actual
expenses are lower because Trusco and the Distributor are voluntarily waiving
a portion of their fees. Actual Investment Advisory Fees and Total Operating
Expenses for Trust Shares are 0.49%, and 0.68%, respectively. Actual
Investment Advisory Fees, Distribution Fees and Total Operating Expenses for
Flex Shares are 0.49%, 0.59% and 1.59%, respectively. Trusco and the
Distributor could discontinue these voluntary waivers at any time.
EXAMPLES
These examples are intended to help you compare the cost of investing in each
Fund with the cost of investing in other mutual funds.
The examples assume that you invest $10,000 in each Fund for the time periods
indicated, that your investment has a 5% return each year and that each Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions you would pay the following expenses if you
redeem all of your shares at the end of the time periods indicated:
<TABLE>
<CAPTION>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND MARYLAND MUNICIPAL $140 $437 $755 $1,657
BOND FUND (Trust Class)
STI MARYLAND MUNICIPAL BOND NA NA NA NA
FUND (Trust Shares)
CRESTFUND MARYLAND MUNICIPAL $702 $924 $1,273 $1,988
BOND FUND (Investor Class B)
STI MARYLAND MUNICIPAL BOND NA NA NA NA
FUND (Flex Shares)
</TABLE>
PRO FORMA EXAMPLE
<TABLE>
<CAPTION>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI MARYLAND MUNICIPAL BOND $86 $268 $466 $1,037
FUND (Trust Shares)
STI MARYLAND MUNICIPAL BOND $425 $676 $1,159 $2,493
FUND (Flex Shares)
</TABLE>
The Examples above should not be considered a representation of future expenses
of the Portfolios. Actual expenses may be greater or less than those shown.
-40-
<PAGE>
CRESTFUND MAXIMUM GROWTH PORTFOLIO
STI LIFE VISION MAXIMUM GROWTH PORTFOLIO
COMPARISON OF SHAREHOLDER FEES
<TABLE>
<CAPTION>
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
CRESTFUND MAXIMUM GROWTH None None
PORTFOLIO (Trust Class)
STI LIFE VISION MAXIMUM NA NA
GROWTH PORTFOLIO (Trust
Shares)
</TABLE>
COMPARISON OF ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------
CRESTFUND MAXIMUM 0.25% 0% 0.41% 0.66%
GROWTH PORTFOLIO
(Trust Class)*
STI LIFE VISION NA NA NA NA
MAXIMUM GROWTH
PORTFOLIO (Trust
Shares)
</TABLE>
* The table does not reflect any of the operating costs and investment
advisory fees of the underlying CrestFunds. The CrestFund Maximum Growth
Portfolio and its shareholders will indirectly bear a pro-rata share of the
expenses of the underlying CrestFunds. The table shows the highest expenses
that could be currently charged to the Fund. Actual expenses are lower
because CAMCO is voluntarily waiving a portion of its fees. Actual
Investment Advisory Fees, Other Expenses, and Total Operating Expenses for
Trust Class shares are 0.08%, 0.16%, and 0.25%, respectively. CAMCO and the
Distributor could discontinue these voluntary waivers at any time.
PRO FORMA SHAREHOLDER FEES
<TABLE>
<CAPTION>
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- ------------------------------------------------------------------------------
<S> <C> <C>
STI LIFE VISION MAXIMUM None None
GROWTH PORTFOLIO (Trust
Shares)
</TABLE>
-41-
<PAGE>
PRO FORMA ANNUAL OPERATING EXPENSES+
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI LIFE VISION 0.25% 0% 0.23% 0.48%
MAXIMUM GROWTH
PORTFOLIO (Trust
Shares)
</TABLE>
+ The table does not reflect any of the operating costs and investment
advisory fees of the underlying STI Funds, following the Reorganization. The
STI Life Vision Maximum Growth Portfolio and its shareholders will indirectly
bear a pro-rata share of the expenses of the underlying STI Funds. The table
shows the highest expenses that could be currently charged to the Portfolio.
Actual expenses are lower because Trusco is voluntarily waiving a portion of its
fees. Actual Investment Advisory Fees and Total Operating Expenses for Trust
Shares are 0.02% and 0.25%, respectively. Trusco and the Distributor could
discontinue these voluntary waivers at any time.
EXAMPLES
These examples are intended to help you compare the cost of investing in each
Fund with the cost of investing in other mutual funds.
The examples assume that you invest $10,000 in each Fund for the time periods
indicated, that your investment has a 5% return each year and that each Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions you would pay the following expenses if you
redeem all of your shares at the end of the time periods indicated:
<TABLE>
<CAPTION>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND MAXIMUM GROWTH $205 $632 $1,085 $2,343
PORTFOLIO (Trust Class)
STI LIFE VISION MAXIMUM GROWTH NA NA NA NA
PORTFOLIO (Trust Shares)
</TABLE>
PRO FORMA EXAMPLE
<TABLE>
<CAPTION>
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------
STI LIFE VISION MAXIMUM GROWTH $166 $514 $1,085 $1,933
PORTFOLIO (Trust Shares)
</TABLE>
The Examples above should not be considered a representation of future expenses
of the Portfolios. Actual expenses may be greater or less than those shown.
-42-
<PAGE>
CRESTFUND GROWTH AND INCOME PORTFOLIO
STI LIFE VISION GROWTH AND INCOME PORTFOLIO
COMPARISON OF SHAREHOLDER FEES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
CRESTFUND GROWTH AND None None
INCOME PORTFOLIO (Trust
Class)
- -------------------------------------------------------------------------------
STI LIFE VISION GROWTH NA NA
AND INCOME PORTFOLIO
(Trust Shares)
- -------------------------------------------------------------------------------
</TABLE>
COMPARISON OF ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
DISTRIBUTION
INVESTMENT (12b-1) OTHER TOTAL OPERATING
FUND ADVISORY FEES FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND GROWTH 0.25% 0% 0.34% 0.59%
AND INCOME
PORTFOLIO (Trust
Class)*
- -------------------------------------------------------------------------------
STI LIFE VISION NA NA NA NA
GROWTH AND INCOME
PORTFOLIO (Trust
Shares)
- -------------------------------------------------------------------------------
</TABLE>
* The table does not reflect any of the operating costs and investment
advisory fees of the underlying CrestFunds. The CrestFund Growth and Income
Portfolio and its shareholders will indirectly bear a pro-rata share of the
expenses of the underlying CrestFunds. The table shows the highest expenses
that could be currently charged to the Fund. Actual expenses are lower
because CAMCO is voluntarily waiving a portion of its fees. Actual
Investment Advisory Fees, Other Expenses, and Total Operating Expenses for
Trust Class shares are 0.10%, 0.15% and 0.25%, respectively. CAMCO and the
Distributor could discontinue these voluntary waivers at any time.
PRO FORMA SHAREHOLDER FEES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
STI LIFE VISION GROWTH None None
AND INCOME PORTFOLIO
(Trust Shares)
- -------------------------------------------------------------------------------
</TABLE>
PRO FORMA ANNUAL OPERATING EXPENSES+
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
-43-
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
INVESTMENT DISTRIBUTION OTHER TOTAL OPERATING
FUND ADVISORY FEES (12b-1) FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI LIFE VISION 0.25% 0% 0.21% 0.46%
GROWTH AND INCOME
PORTFOLIO (Trust
Shares)
- -------------------------------------------------------------------------------
</TABLE>
+ The table does not reflect any of the operating costs and investment
advisory fees of the underlying STI Funds, following the Reorganization. The
STI Life Vision Growth and Income Portfolio and its shareholders will indirectly
bear a pro-rata share of the expenses of the underlying STI Funds. The table
shows the highest expenses that could be currently charged to the Portfolio.
Actual expenses are lower because Trusco is voluntarily waiving a portion of its
fees. Actual Investment Advisory Fees and Total Operating Expenses for Trust
Shares are 0.04% and 0.25%, respectively. Trusco and the Distributor could
discontinue these voluntary waivers at any time.
EXAMPLES
These examples are intended to help you compare the cost of investing in each
Fund with the cost of investing in other mutual funds.
The examples assume that you invest $10,000 in each Fund for the time periods
indicated, that your investment has a 5% return each year and that each Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions you would pay the following expenses if you
redeem all of your shares at the end of the time periods indicated:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND GROWTH AND INCOME $193 $598 $1,029 $2,227
PORTFOLIO (Trust Class)
- -------------------------------------------------------------------------------
STI LIFE VISION GROWTH AND NA NA NA NA
INCOME PORTFOLIO (Trust
Shares)
- -------------------------------------------------------------------------------
</TABLE>
PRO FORMA EXAMPLE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI LIFE VISION GROWTH AND $156 $483 $834 $1,824
INCOME PORTFOLIO (Trust
Shares)
- -------------------------------------------------------------------------------
</TABLE>
The Examples above should not be considered a representation of future expenses
of the Portfolios. Actual expenses may be greater or less than those shown.
CRESTFUND BALANCED PORTFOLIO - STI LIFE VISION BALANCED PORTFOLIO
COMPARISON OF SHAREHOLDER FEES
-44-
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
CRESTFUND BALANCED None None
PORTFOLIO (Trust Class)
- -------------------------------------------------------------------------------
STI LIFE VISION BALANCED NA NA
PORTFOLIO (Trust Shares)
- -------------------------------------------------------------------------------
</TABLE>
COMPARISON OF ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
INVESTMENT DISTRIBUTION OTHER TOTAL OPERATING
FUND ADVISORY FEES (12b-1) FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND BALANCED 0.25% 0% 0.17% 0.42%
PORTFOLIO (Trust
Class)*
- -------------------------------------------------------------------------------
STI LIFE VISION NA NA NA NA
BALANCED PORTFOLIO
(Trust Shares)
- -------------------------------------------------------------------------------
</TABLE>
* The table does not reflect any of the operating costs and investment
advisory fees of the underlying CrestFunds. The CrestFund Balanced Portfolio
and its shareholders will indirectly bear a pro-rata share of the expenses of
the underlying CrestFunds. The table shows the highest expenses that could
be currently charged to the Fund. Actual expenses are lower because CAMCO is
voluntarily waiving a portion of its fees. Actual Investment Advisory Fees,
Other Expenses, and Total Operating Expenses for Trust Class shares are
0.12%, 0.13%, and 0.25%, respectively. CAMCO and the Distributor could
discontinue these voluntary waivers at any time.
PRO FORMA SHAREHOLDER FEES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
MAXIMUM SALES CHARGE MAXIMUM DEFERRED SALES
(LOAD) IMPOSED ON CHARGE (LOAD) (AS A
PURCHASE (AS A PERCENTAGE PERCENTAGE OF NET ASSET
FUND OF OFFERING PRICE) VALUE)
- -------------------------------------------------------------------------------
<S> <C> <C>
STI LIFE VISION BALANCED None None
PORTFOLIO (Trust Shares)
- -------------------------------------------------------------------------------
</TABLE>
PRO FORMA ANNUAL OPERATING EXPENSES+
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
INVESTMENT DISTRIBUTION OTHER TOTAL OPERATING
FUND ADVISORY FEES (12b-1) FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI LIFE VISION 0.25% 0% 0.13% 0.38%
BALANCED PORTFOLIO
(Trust Shares)
- -------------------------------------------------------------------------------
</TABLE>
-45-
<PAGE>
+ The table does not reflect any of the operating costs and investment
advisory fees of the underlying STI Funds, following the Reorganization. The
STI Life Vision Balanced Portfolio and its shareholders will indirectly bear a
pro-rata share of the expenses of the underlying STI Funds. The table shows the
highest expenses that could be currently charged to the Portfolio. Actual
expenses are lower because Trusco is voluntarily waiving a portion of its fees.
Actual Investment Advisory Fees and Total Operating Expenses for Trust Shares
are 0.12% and 0.25%, respectively. Trusco and the Distributor could discontinue
these voluntary waivers at any time.
EXAMPLES
These examples are intended to help you compare the cost of investing in each
Fund with the cost of investing in other mutual funds.
The examples assume that you invest $10,000 in each Fund for the time periods
indicated, that your investment has a 5% return each year and that each Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions you would pay the following expenses if you
redeem all of your shares at the end of the time periods indicated:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND BALANCED PORTFOLIO $173 $537 $926 $2,014
(Trust Class)
- -------------------------------------------------------------------------------
STI LIFE VISION BALANCED NA NA NA NA
PORTFOLIO (Trust Shares)
- -------------------------------------------------------------------------------
</TABLE>
PRO FORMA EXAMPLE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI LIFE VISION BALANCED $143 $443 $766 $1,680
PORTFOLIO (Trust Shares)
- -------------------------------------------------------------------------------
</TABLE>
The Examples above should not be considered a representation of future expenses
of the Portfolios. Actual expenses may be greater or less than those shown.
INVESTMENT ADVISERS. The Advisers, STI Capital, Trusco and Sun Trust
Bank, are each indirect wholly-owned subsidiaries of SunTrust and the
investment advisers to the STI Funds. Trusco is registered under the
Investment Advisers Act of 1940 (the "Advisers Act"). Both STI Capital and
Sun Trust Bank are banks and are, therefore, not required to register as
investment advisers. STI Capital had approximately $_____ billion of assets
under management as of _____________, 199_ and its address is P.O. Box 3808,
Orlando, FL 32802. Trusco, located at 50 Hurt Plaza, Suite 1400, Atlanta, GA
30303, had approximately $_____ billion of assets under management as of
_____________, 199_. Sun Trust Bank, located at 25 Park Place, Atlanta, GA
30303, had approximately $_____ billion of assets under management as of
_____________, 199_.
CAMCO is a registered investment adviser and is the investment adviser to
the Crest Funds. CAMCO is a wholly-owned subsidiary of Crestar Bank, which
itself is an indirect wholly-owned
-46-
<PAGE>
subsidiary of SunTrust. CAMCO, located at 919 East Main Street, Richmond, VA
23219, had approximately $____ billion in assets under management as of
___________, 199_.
INVESTMENT ADVISORY FEES. The following table compares management fees
paid to CAMCO and the Adviser(s) for each CrestFund and its corresponding STI
Fund, respectively. The table shows contractual advisory fees and advisory fees
after net waivers.
<TABLE>
<CAPTION>
CRESTFUNDS FEE* STI FUNDS FEE
<S> <C> <C> <C>
Capital Appreciation Fund Capital Growth Fund**
Contractual................... .75% Contractual............................. 1.15%
Net Waivers................... .75% Net Waivers............................. 1.04%
Special Equity Fund Small Cap Growth Stock Fund++
Contractual................... .75% Contractual............................. 1.15%
Net Waivers................... .75% Net Waivers............................. 1.50%
Intermediate Bond Fund Investment Grade Bond Fund**
Contractual................... .60% Contractual............................. .74%
Net Waivers................... .60% Net Waivers............................. .64%
Limited Term Bond Fund Short-Term Bond Fund**
Contractual................... .50% Contractual............................. .65%
Net Waivers................... .50% Net Waivers............................. .52%
Cash Reserve Fund Prime Quality Money Market Fund**
Contractual................... .38% Contractual............................. .65%
Net Waivers................... .38% Net Waivers............................. .51%
Government Bond Fund U.S. Government Securities Fund**
Contractual................... .60% Contractual............................. .74%
Net Waivers................... .50% Net Waivers............................. .58%
U.S. Treasury Money Fund U.S. Treasury Money Market Fund+
Contractual................... .40% Contractual............................. .65%
Net Waivers................... .40% Net Waivers............................. .53%
Tax Free Money Fund Tax-Free Money Market Fund+
Contractual................... .40% Contractual............................. .40%
Net Waivers................... .40% Net Waivers............................. .40%
Value Fund Growth and Income Fund+
Contractual................... .75% Contractual............................. .90%
Net Waivers................... .75% Net Waivers............................. .90%
-47-
<PAGE>
Virginia Municipal Bond Fund Virginia Municipal Bond Fund+
Contractual................... .50% Contractual............................. .65%
Net Waivers................... .50% Net Waivers............................. .58%
Virginia Intermediate Municipal Virginia Intermediate Municipal Bond Fund+
Bond Fund Contractual............................. .65%
Contractual................... .50% Net Waivers............................. .65%
Net Waivers................... .50% Maryland Municipal Bond Fund+
Maryland Municipal Bond Fund Contractual............................. .65%
Contractual................... .60% Net Waivers............................. .49%
Net Waivers................... .25% Life Vision Maximum Growth Portfolio+
Maximum Growth Portfolio Contractual............................. .25%
Contractual................... .25% Net Waivers............................. .02%
Net Waivers................... .09% Life Vision Growth and Income Portfolio+
Growth and Income Portfolio Contractual............................. .25%
Contractual................... .25% Net Waivers............................. .04%
Net Waivers................... .10% Life Vision Balanced Portfolio+
Balanced Portfolio Contractual............................. .25%
Contractual................... .25% Net Waivers............................. .12%
Net Waivers................... .12%
</TABLE>
* Net waiver fees for the CrestFunds are based on CAMCO voluntarily agreeing
to waive a portion of its fee for the fiscal year ending November 30, 1998.
** Net waiver fees for the Existing STI Funds are based on the Adviser(s)
voluntarily agreeing to waive a portion of advisory fees for the fiscal
year ending May 31, 1998.
+ Because the New STI Funds were not yet operational as of the date of this
Prospectus/Proxy Statement, net waiver fees are based on Trusco's
anticipated voluntary fee waivers.
++ Net waiver fees for the STI Small Cap Growth Stock Fund are based on the
period between October 8, 1998, the date it commenced operations, and
January 31, 1999.
DISTRIBUTOR FEES. The distributor for the CrestFunds is SEI Investments
Distribution Co. (the "Distributor"). The Distributor also serves as
distributor for the STI Funds. As set forth in the Comparison of Annual
Operation Expenses, the Distribution Fees payable to SEI are generally lower
for the STI Funds. The following STI Funds, however, have higher contractual
Distribution fees than the Contractual Distribution Fee for the corresponding
CrestFund; STI Capital Growth Fund (Investor Class); STI Investment Grade
Bond Fund (Investor Class); and STI Growth and Income Fund (Investor Class).
Nevertheless, the net expense ratios for those STI Funds is the same or lower
than the corresponding CrestFund.
SALES LOADS AND CONTINGENT DEFERRED SALES CHARGES. The following chart
compares front-end sales loads and contingent deferred sales charges ("CDSC")
for certain of the CrestFunds and their corresponding STI Funds.
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<TABLE>
<CAPTION>
CRESTFUNDS FEE STI FUNDS FEE
<S> <C> <C> <C>
Capital Appreciation Fund Capital Growth Fund
Investor Class A - Front-End Load...... 4.50% Investor Shares - Front-End Load....... 3.75%
Investor Class B - CDSC................ 5.00% Flex Shares - CDSC..................... 2.00%
Special Equity Fund Small Cap Growth Stock Fund
Investor Class A - Front-End Load...... 4.50% Trust Shares - Front-End Load.......... NONE
Investor Class B - CDSC................ 5.00% Flex Shares - CDSC..................... 2.00%
Intermediate Bond Fund Investment Grade Bond Fund
Investor Class A - Front-End Load...... 3.00% Investor Shares - Front-End Load....... 3.75%
Cash Reserve Fund Prime Quality Money Market Fund
Investor Class B - CDSC................ 5.00% Investor Shares - CDSC................. NONE
Government Bond Fund U.S. Government Securities Fund
Investor Class B - CDSC................ 5.00% Flex Shares - CDSC..................... 2.00%
Value Fund Growth and Income Fund
Investor Class A - Front-End Load...... 4.50% Trust Shares - Front-End Load.......... 3.75%
Investor Class B - CDSC................ 5.00% Flex Shares - CDSC..................... 2.00%
Virginia Municipal Bond Fund Virginia Municipal Bond Fund
Investor Class B - CDSC................ 5.00% Flex Shares - CDSC..................... 2.00%
Virginia Intermediate Municipal Bond Fund Virginia Intermediate Municipal Bond Fund
Investor Class A - Front-End Load...... 3.50% Trust Shares - Front-End Load.......... 3.75%
Maryland Municipal Bond Fund Maryland Municipal Bond Fund
Investor Class B - CDSC................ 5.00% Flex Shares - CDSC..................... 2.00%
</TABLE>
CONTINGENT DEFERRED SALES CHARGES. The CrestFunds which offer Investor Class B
Shares (the Capital Appreciation Fund, Special Equity Fund, Cash Reserve Fund,
Government Bond Fund, Value Fund, Maryland Municipal Bond Fund, and Virginia
Municipal Bond Fund) are subject to a maximum CDSC which decreases from 5.0% to
0% after seven years. Investor Class B Shares convert automatically to Investor
Class A Shares after the seventh year of investment. The participating STI
Funds offering Flex Shares (the Short-Term Bond Fund, Investment Grade Bond
Fund, U.S. Government Securities Fund, Capital Growth Fund, Small Cap Growth
Stock Fund, Virginia Municipal Bond Fund, and Maryland Municipal Bond Fund) are
subject to a 2.0% CDSC that decreases to 0% after the first year. Flex Shares
have no automatic conversion feature.
Investor Class B shareholders will generally become Flex Share shareholders
of the corresponding STI Fund following the Reorganization. The result to
Investor Class B shareholders of this change is that they will be able to redeem
their STI Fund shares, without paying a CDSC,
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earlier than they could prior to the Reorganization. Shares held longer than
seven years, however, would no longer automatically convert to a class with
lower annual operating expenses. Consequently, shareholders who hold shares for
more than seven years could end up paying higher expenses over the life of the
investment as STI Fund shareholders then they would have paid as a CrestFunds
shareholder.
The Board of Directors, however, does not believe that these differences
between Investor Class B and Flex Shares is a significant disadvantage to
Investor Class B shareholders. In many cases, those shareholders will benefit
from the more favorable expense ratios and performance records of the
corresponding STI Funds and from the ability to redeem their shares earlier
without paying a CDSC.
INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS.
THIS SECTION WILL HELP YOU COMPARE THE INVESTMENT OBJECTIVES AND POLICIES
OF EACH CRESTFUND WITH ITS CORRESPONDING STI FUND. PLEASE BE AWARE THAT THIS IS
ONLY A BRIEF DISCUSSION. MORE COMPLETE INFORMATION MAY BE FOUND IN THE
CRESTFUNDS' AND STI FUNDS' PROSPECTUSES.
CRESTFUNDS CAPITAL APPRECIATION FUND : STI CAPITAL GROWTH FUND
The investment objective of the CrestFunds Capital Appreciation Fund is to
provide long-term capital appreciation. It invests in medium to large-cap
companies and primarily in domestic and foreign common stock, and convertible
securities. Companies are selected through a qualitative screening process.
The investment objective of the STI Capital Growth Fund is to provide
capital appreciation. It invests in large-cap companies believed to have
above-average growth potential and invests primarily in U.S. common stocks and
equity securities believed to be undervalued. Investments are rotated among
various market sectors using analysis of business cycles
DIFFERENCES: The STI Capital Growth Fund may not purchase securities of
other investment companies, except for money market funds and CMOs and REMICs
deemed to be investment companies (and then, only as permitted by the 1940 Act).
The CrestFunds Capital Appreciation Fund may purchase securities of other
investment companies, as permitted by the 1940 Act.
CRESTFUNDS SPECIAL EQUITY FUND : STI SMALL CAP GROWTH STOCK FUND
The investment objective of the CrestFunds Special Equity Fund is to
provide long-term capital appreciation. It invests in small to medium-cap
companies and invests primarily in domestic and foreign common stock, and
convertible securities.
The investment objective of the STI Small Cap Growth Stock Fund is to
provide long-term capital appreciation. It invests in small-cap companies
believed to have above-average growth potential and invests primarily in common
stocks of smaller U.S. companies.
DIFFERENCES: The STI Small Cap Growth Stock Fund invests in companies with
market capitalizations of up to about $3 billion, and may not purchase
securities of other investment
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companies, except for money market funds and CMOs and REMICs deemed to be
investment companies (and then, only as permitted by the 1940 Act). The
CrestFunds Special Equity Fund invests in companies with market capitalizations
of less than $1 billion and may purchase securities of other investment
companies, as permitted by the 1940 Act.
CRESTFUNDS INTERMEDIATE BOND FUND : STI INVESTMENT GRADE BOND FUND
The investment objective of the CrestFunds Intermediate Bond Fund is to
provide high current income while considering preservation of capital and the
potential for realizing capital appreciation. It invests primarily in
investment grade bonds and other fixed income securities issued by domestic and
foreign issuers such as corporate obligations, obligations issued or guaranteed
by the U.S. Government, commercial paper, which is rated Prime-1 by Moody's or
A-1 by Standard & Poor's, and mortgage-backed securities.
The investment objective of the STI Investment Grade Bond Fund is to
provide a high total return through current income and capital appreciation,
while preserving the principal amount invested. It invests primarily in
investment grade corporate debt securities, U.S. Treasury obligations and
mortgage-backed securities.
DIFFERENCES: The STI Investment Grade Bond Fund may not purchase securities
of other investment companies, except for money market funds and CMOs and REMICs
deemed to be investment companies (and then, only as permitted by the 1940 Act).
The CrestFunds Intermediate Bond Fund may purchase securities of other
investment companies, as permitted by the 1940 Act.
CRESTFUNDS LIMITED TERM BOND FUND : STI SHORT-TERM BOND FUND
The investment objective of the CrestFunds Limited Term Bond Fund is to
provide high current income while considering preservation of capital and the
potential for realizing capital appreciation. It invests primarily in investment
grade bonds and other fixed income securities issued by domestic and foreign
issuers such as corporate obligations, obligations issued or guaranteed by the
U.S. Government, commercial paper rated Prime-1 by Moody's or A-1 by Standard &
Poor's, and mortgage-backed securities.
The investment objective of the STI Short-Term Bond Fund is to provide high
current income, while preserving capital. It invests primarily in short to
medium-term investment grade corporate debt, U.S. Treasury, mortgage-backed and
asset-backed securities.
DIFFERENCES: The STI Short-Term Bond Fund may not purchase securities of
other investment companies, except for money market funds and CMOs and REMICs
deemed to be investment companies (and then, only as permitted by the 1940 Act).
The CrestFunds Limited Term Bond Fund may purchase securities of other
investment companies, as permitted by the 1940 Act.
CRESTFUNDS CASH RESERVE FUND : STI PRIME QUALITY MONEY MARKET FUND
The investment objective of the CrestFunds Cash Reserve Fund is to
provide high current income, while maintaining a share price of $1. It
invests in a broad range of short-term, high quality U.S. dollar denominated
debt securities, high quality debt obligations of foreign issuers and
repurchase agreements.
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The investment objective of the STI Prime Quality Money Market Fund is to
provide high current income, while preserving capital and liquidity. It invests
in high quality U.S. money market instruments and foreign money market
instruments denominated in U.S. dollars.
DIFFERENCES: The STI Prime Quality Money Market Fund may not purchase
securities of other investment companies, except for money market funds and
CMOs and REMICs deemed to be investment companies (and then, only as
permitted by the 1940 Act). The CrestFunds Cash Reserve Fund may purchase
securities of other investment companies, as permitted by the 1940 Act.
CRESTFUNDS GOVERNMENT BOND FUND : STI U.S. GOVERNMENT SECURITIES FUND
The investment objective of the CrestFunds Government Bond Fund is to provide
high current income with preservation of capital. It invests in bond and
other fixed-income securities issued or guaranteed by the U.S. Government,
its agencies or instrumentalities including GNMA, FNMA and FHLMC
mortgage-backed securities.
The investment objective of the STI U.S. Government Securities Fund is to
provide high current income, while preserving capital. It invests primarily in
U.S. Government debt securities, such as mortgage-backed securities and U.S.
Treasury obligations.
DIFFERENCES: No material differences.
Each of the following CrestFunds would transfer its assets and certain
stated liabilities into its corresponding New STI Fund that was not yet
operational as of the date of this Prospectus/Proxy Statement. The investment
objectives and policies of each STI Fund will be substantially similar to its
corresponding CrestFund. There are no material differences in the investment
restrictions of each CrestFund and its corresponding New STI Fund.
CRESTFUNDS U.S. TREASURY MONEY FUND : STI U.S. TREASURY MONEY MARKET FUND
The investment objective of the CrestFunds U.S. Treasury Money Fund and STI
U.S. Treasury Money Market Fund is to provide high current income while
maintaining a share price of $1. The Funds invest solely in U.S. Treasury
obligations and repurchase agreements that are collateralized by obligations
issued or guaranteed by the U.S. Treasury
CRESTFUNDS TAX FREE MONEY FUND : STI TAX-FREE MONEY MARKET FUND
The investment objective of the CrestFunds Tax Free Money Fund and STI
Tax-Free Money Market Fund is to provide high current income exempt from federal
income tax, while maintaining a share price of $1. The Funds invest primarily
in high-quality municipal securities that are free from federal income tax and
focus on municipal securities that pay interest that is not includable in
federal alternative minimum tax calculations.
CRESTFUNDS VALUE FUND : STI GROWTH AND INCOME FUND
The investment objective of the CrestFunds Value Fund and STI Growth and
Income Fund is to provide long-term capital appreciation. The Funds invest
primarily in domestic and foreign common stock of companies with large market
capitalizations of at least $1 billion.
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<PAGE>
CRESTFUNDS VIRGINIA MUNICIPAL BOND FUND : STI VIRGINIA MUNICIPAL BOND FUND
The investment objective of the CrestFunds Virginia Municipal Bond Fund and
STI Virginia Municipal Bond Fund is to provide high current income exempt from
federal and Virginia income tax. The Funds invest primarily in municipal bonds
of investment-grade quality which are free from federal and Virginia income tax.
There are no limits on the dollar-weighted average portfolio maturity of the
Fund.
CRESTFUNDS VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND : STI VIRGINIA INTERMEDIATE
MUNICIPAL BOND FUND
The investment objective of the CrestFunds Virginia Intermediate Municipal
Bond Fund and STI Virginia Intermediate Municipal Bond Fund is to provide high
current income exempt from federal and Virginia income tax. The Funds invest
primarily in municipal bonds of investment-grade quality which are free from
federal and Virginia income tax. The Fund's dollar-weighted average maturity
will be maintained at between five and ten years.
CRESTFUNDS MARYLAND MUNICIPAL BOND FUND : STI MARYLAND MUNICIPAL BOND FUND
The investment objective of the CrestFunds Maryland Municipal Bond Fund and
STI Maryland Municipal Bond Fund is to provide high current income exempt from
federal and Maryland income tax. The Funds invest primarily in municipal bonds
of investment-grade quality which are free from federal and Maryland income tax.
CRESTFUNDS MAXIMUM GROWTH PORTFOLIO : STI LIFE VISION MAXIMUM GROWTH PORTFOLIO
The investment objective of the CrestFunds Maximum Growth Portfolio and STI
Life Vision Maximum Growth Portfolio are Funds of Funds whose investment
objective is to provide high capital appreciation. The Funds invest at least
80% of their total assets in shares of underlying CrestFunds and STI Funds,
respectively, that invest primarily in equity securities.
CRESTFUNDS GROWTH AND INCOME PORTFOLIO : STI LIFE VISION GROWTH AND INCOME
PORTFOLIO
The investment objective of the CrestFunds Growth and Income Portfolio and
STI Life Vision Growth and Income Portfolio are Funds of Funds whose investment
objective is to provide long-term capital appreciation. The Funds invest at
least 80% of their total assets in shares of underlying CrestFunds and STI
Funds, respectively, that invest primarily in equity securities or fixed income
securities.
CRESTFUNDS BALANCED PORTFOLIO : STI LIFE VISION BALANCED PORTFOLIO
The investment objective of the CrestFunds Balanced Portfolio and STI Life
Vision Balanced Portfolio are Funds of Funds whose investment objective is to
provide capital appreciation and current income. The Funds invest in shares of
underlying CrestFunds and STI Funds, respectively, that invest primarily in
equity securities, and invest at least 25% of the Portfolio's total assets in
shares of their underlying respective Funds that invest primarily in fixed
income securities.
THE FUNDS' PURCHASE, EXCHANGE AND REDEMPTION PROCEDURES
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PURCHASE PROCEDURES.
STI FUNDS. Shares of the STI Funds, other than Trust Shares, may be
purchased directly from the STI Funds by mail, telephone, wire, direct deposit,
or Automated Clearing House. Trust Shares are sold to financial institutions or
intermediaries, including subsidiaries of SunTrust Banks, Inc. (SunTrust) on
behalf of accounts for which they act as fiduciary, agent, investment advisor,
or custodian. As a result, Trust Shares may be purchased through accounts
maintained with financial institutions and potentially through a Preferred
Portfolio Account (an asset allocation account available through SunTrust
Securities, Inc.). The minimum purchase for Investor Shares is $2,000, and for
Flex Shares is $10,000 ($2,000 for retirement plans). Additional Investor or
Flex Shares may be purchased for a minimum of $1,000.
The net asset value ("NAV") of the STI Funds is calculated once each day
the New York Stock Exchange ("NYSE") is open for business (a "Business Day"), at
the regularly scheduled close of normal trading on the NYSE (normally, 4:00 p.m.
Eastern time). The NAV per share is calculated by dividing the total market
value of each Fund's investments and other assets, less any liabilities, by the
total outstanding shares of that Fund.
STI Funds may suspend a shareholder's right to sell shares if the NYSE
restricts trading, the SEC declares an emergency or for other reasons. More
information about this is in the STI Funds Statement of Additional Information,
incorporated herein by reference.
CRESTFUNDS. Shares of the CrestFunds, other than Trust Class shares,
may be purchased directly from CrestFunds by mail, telephone, wire or through
a Crestar Securities Corporation ("CSC") Investment Representative. Trust
Class shares may be purchased through a representative of certain
correspondent banks of CAMCO, or other financial institutions that have
executed dealer agreements. Shares of the Funds may be purchased through
procedures established by the banks in connection with the requirements of
their customer accounts.
The NAV of the Funds, other than the Tax Free Money Fund, Cash Reserve Fund
and U.S. Treasury Money Fund, is calculated once each Business Day, at the
regularly scheduled close of normal trading on the NYSE (normally 4:00 p.m.,
Eastern time). The NAV of Tax Free Money Fund is determined as of 12:00 noon,
Eastern time, and as of the regularly-scheduled close of normal trading on the
NYSE. The NAV of the Cash Reserve Fund and the U.S. Treasury Money Fund is
determined as of 1:00 p.m., Eastern time and as of the regularly-scheduled close
of normal trading on the NYSE. To be eligible to receive dividends declared on
the day a shareholder submits a purchase order, generally a Fund must receive
the order before 4:00 p.m., Eastern time for each of the CrestFunds, other than
the Tax Free Money Fund, Cash Reserve Fund and U.S. Treasury Money Fund. Orders
must be received at 12:00 noon, Eastern time for the Tax Free Money Market Fund,
and 1:00 p.m., Eastern time for the Cash Reserve and the U.S. Treasury Money
Fund. Shares may be purchased on any day that the NYSE and the Federal Reserve
are open for business. Shares cannot be purchased by Federal Reserve Wire on
days when either the NYSE or the Federal Reserve is closed.
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<PAGE>
The minimum initial investment for Trust Class shares is $1 million, except
for agency accounts for which the minimum is $10,000 (the minimum is waived for
qualified cash management accounts). There is no minimum for additional
investments of Trust Class shares. The minimum initial investment for Investor
Class A shares or Investor Class B shares is $1,000 ($500 for Individual
Retirement Accounts ("IRAs"). Additional purchases must be at least $100 ($50
for IRAs).
EXCHANGE PRIVILEGES.
STI FUNDS. For Investor Shares and Flex Shares, exchange requests must be
for an amount of at least $1,000. For each shareholder, exchanges are allowed
up to four times during a calendar year. This exchange privilege may be changed
or canceled at any time upon 60 days' notice.
Investor Shares of any Fund (including Funds not participating in the
Reorganization) may be exchanged for Investor Shares of any other Fund. If
shares are exchanged that were purchased without a sales charge or with a lower
sales charge into a Fund with a sales charge or with a higher sales charge, the
exchange is subject to an incremental sales charge (e.g., the difference between
the lower and higher applicable sales charges). If shares are exchanged into a
Fund with the same, lower or no sales charge there is no incremental sales
charge for the exchange. Flex Shares of any Fund may be exchanged for Flex
Shares of any other Fund, or for Investor Shares of the Prime Quality Money
Market Fund, U.S. Treasury Money Market Fund, Tax-Free Money Market Fund or any
of the STI Funds money market funds not participating in the Reorganizations
(collectively, the "Money Market Funds"). No contingent deferred sales charge
is imposed on redemptions of Money Market Funds shares acquired in an exchange,
provided the shares are held for at least one year from the initial purchase.
If Flex Shares are exchanged for Investor Shares of a Money Market Fund, those
Money Market Fund Investor Shares may only be exchanged for Flex Shares.
CRESTFUNDS. Shares may be exchanged on any Business Day. Class A Shares of
any Fund may be exchanged for Class A Shares of any other Fund. If shares
purchased without a sales charge or with a lower sales charge are exchanged into
a Fund with a sales charge or with a higher sale charge, the exchange is subject
to an incremental sales charge (e.g., the difference between the lower and
higher applicable sales charges). If shares are exchanged into a Fund with the
same, lower or no sales charge there is no incremental sales charge for the
exchange. Class B Shares of any Fund may be exchanged for Class B Shares of any
other Fund. No contingent deferred sales charge is imposed on an exchange.
After the seventh year of investment, Class B Shares automatically convert to
Class A Shares for all Class B shares, including the Government Bond Fund,
Maryland Municipal Bond Fund and Virginia Municipal Bond Fund. These three
Funds offer Class A shares only through a conversion from Class B shares.
Trust Class Shares of any Fund may be exchanged for Trust Class Shares of any
other Fund. Trust Class Shares may be exchanged for Class A Shares or Class B
Shares of the same Fund should the holder of the Trust Class Shares cease to be
eligible to invest in the Trust Class. Additionally, Class A Shares or Class B
Shares may be exchanged for Trust Class Shares if the investor is eligible to
invest in the Trust Class.
The exchange privileges of the STI Funds and the CrestFunds may be modified
or terminated at any time upon 60 days' notice to shareholders.
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REDEMPTION PROCEDURES.
STI FUNDS. Shares may be redeemed on any Business Day by contacting STI
Funds directly by mail or telephone or shareholders may contact their financial
institution by mail or telephone (for Trust Shares, shareholders must contact
their financial institution). To sell shares by telephone, the amount of the
sale must be at least $1,000. For redemptions of $25,000 or more, STI Funds
must be notified in writing and a signature guarantee (a notarized signature is
not sufficient) must be included. The sale price of each share will be the next
NAV determined after a request is received less, in the case of Flex Shares, any
applicable deferred sales charge. Shareholders with account balances of $10,000
or more may use the systematic withdrawal plan. Under the plan, shareholders may
arrange monthly, quarterly, semi-annual or annual automatic withdrawals of at
least $50 from any Fund.
CRESTFUNDS. Shareholders may redeem shares by mail, telephone, wire or
through a CSC Investment Representative. The sale price of each share will be
the next NAV determined after the Fund receives your request less, in the case
of Investor Class B Shares, any applicable deferred sales charge. Under a
Systematic Withdrawal Plan, shareholders may arrange monthly, quarterly,
semi-annual or annual automatic withdrawals of at least $250 from any Fund.
REDEMPTIONS IN KIND
The STI Funds and the CrestFunds generally pay sale (redemption) proceeds
in cash. However, under unusual conditions that make the payment of cash unwise
(and for the protection of the Fund's remaining shareholders) the Fund may pay
all or part of a shareholder's redemption proceeds in liquid securities with a
market value equal to the redemption price (redemption in kind). Although it is
highly unlikely that shares would ever be redeemed in kind, shareholders would
have to pay brokerage costs to sell the securities distributed to them, as well
as taxes on any capital gains from the sale as with any redemption.
DIVIDEND POLICIES.
STI FUNDS. The following STI Funds declare income daily and pay dividends
monthly: the Investment Grade Bond Fund, Short-Term Bond Fund, U.S. Government
Securities Fund, and Prime Quality Money Market Fund. The following STI Funds
declare and distribute income quarterly: the Capital Growth Fund and Small Cap
Growth Stock Fund.
CRESTFUNDS. The following CrestFunds declare income daily and distribute
monthly: the Cash Reserve Fund, U.S. Treasury Money Fund, Tax Free Money Fund,
Limited Term Bond Fund, Intermediate Bond Fund, Government Bond Fund, Virginia
Intermediate Municipal Bond Fund, Virginia Municipal Bond Fund, and Maryland
Municipal Bond Fund. The following CrestFunds declare and distribute income
monthly: the Value Fund, Capital Appreciation Fund, and Special Equity Fund.
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For all Funds, capital gains, if any, are distributed at least annually.
RISKS
CRESTFUNDS CAPITAL APPRECIATION FUND : STI CAPITAL GROWTH FUND
The CrestFunds Capital Appreciation Fund invests primarily in domestic and
foreign common stock of companies with medium to large market capitalizations of
at least $1.5 billion. Such investments include securities convertible into
common stock, such as convertible bonds and convertible preferred stock rated
investment-grade or better. Due to its investment strategy, the Fund may buy and
sell securities frequently. This may result in higher transaction costs and
additional capital gains taxes. Since it purchases equity securities, the Fund
is subject to the risk that stock prices will fall over short or extended
periods of time. Historically, the equity markets have moved in cycles, and the
value of the Fund's equity securities may fluctuate drastically from day-to-day.
Individual companies may report poor results or be negatively affected by
industry and/or economic trends and developments. The prices of securities
issued by such companies may suffer a decline in response. These factors
contribute to price volatility, which is the principal risk of investing in the
Fund.
The STI Capital Growth Fund invests primarily in U.S. common stocks and
other equity securities that are believed to be undervalued by the stock market
and companies believed to have above average growth potential. The Fund focuses
on large cap stocks with a strong growth history. Due to its investment
strategy, the Fund may buy and sell securities frequently. This may result in
higher transaction costs and additional capital gains taxes. Because the Fund
invests primarily in U.S. common stocks, the Fund is subject to the risk that
stock prices will fall over short or extended periods of time. Stock markets
tend to move in cycles, with periods of rising prices and periods of falling
prices. This price volatility is the principal risk of investing in the Fund.
RISK DIFFERENCES: Because the CrestFund invests in foreign common stocks, it is
subject to the risks associated with investing in foreign securities, such as
adverse political and economic developments (including possible governmental
seizure or nationalization of assets), the possible imposition of exchange
controls or other governmental restrictions, and less uniformity in accounting
and reporting requirements.
CRESTFUNDS SPECIAL EQUITY FUND : STI SMALL CAP GROWTH STOCK FUND
The CrestFunds Special Equity Fund invests primarily in domestic and
foreign common stock of companies with small to medium market capitalizations of
less than $1 billion. Such investments include securities convertible into
common stock, such as convertible bonds and convertible preferred stock. The
Fund may also invest in sponsored American Depositary Receipts of qualifying
foreign companies, and in securities having common stock characteristics, such
as rights and warrants. Due to its investment strategy, the Fund may buy and
sell securities frequently. This may result in higher transaction costs and
additional capital gains tax liabilities. Since it purchases equity securities,
the Fund is subject to the risk that stock prices will fall over short or
extended periods of time. Because the Fund invests primarily in common stocks
of smaller
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companies, the Fund is subject to the risk that stock prices will fall over
short or extended periods of time. Historically, the equity markets have moved
in cycles, and the value of the Fund's equity securities may fluctuate
drastically from day-to-day. Individual companies may report poor results or be
negatively affected by industry and/or economic trends and developments. The
prices of securities issued by such companies may suffer a decline in response.
These factors contribute to price volatility, which is the principal risk of
investing in the Fund.
The STI Small Cap Growth Fund invests primarily in U.S. companies that
demonstrate above-average growth potential. The Fund invests in companies with
an established operating history, a solid balance sheet and market
capitalizations of up to about $3 billion. Due to its investment strategy, the
Fund may buy and sell securities frequently. This may result in higher
transactions costs and additional capital gains taxes. Because the Fund invests
primarily in common stocks of smaller U.S. companies, the Fund is subject to the
risk that stock prices will fall over short or extended periods of time. Stock
markets tend to move in cycles, with periods of rising prices and periods of
falling prices. This price volatility is the principal risk of investing in the
Fund. In addition, investments in small-or mid-cap companies involve greater
risk than investments in larger, more established companies because of the
greater business risks of small size, limited markets and financial resources,
smaller product lines and lack of depth of management. These securities are
often traded over-the-counter and may not be traded in high volumes.
Consequently, securities prices could be less stable than those of large, more
established companies.
RISK DIFFERENCES: Because the CrestFund invests in foreign common stocks, it is
subject to the risks associated with investing in foreign securities, such as
adverse political and economic developments (including possible governmental
seizure or nationalization of assets), the possible imposition of exchange
controls or other governmental restrictions, and less uniformity in accounting
and reporting requirements.
CRESTFUNDS INTERMEDIATE BOND FUND : STI INVESTMENT GRADE BOND FUND
The CrestFunds Intermediate Bond Fund invests primarily in investment-grade
bonds and other fixed income securities issued by domestic and foreign issuers
such as corporate obligations; obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities; commercial paper which is rated
Prime-1 by Moody's or A-1 by S&P; and asset-backed and mortgage-backed
securities. The prices of the Fund's fixed income securities respond to
economic developments, particularly interest rate changes, as well as to
perceptions about the creditworthiness of individual issuers, including
governments. Generally, the Fund's fixed income securities will decrease in
value if interest rates rise and vice versa, and the volatility of lower rated
securities is even greater than that of higher rated securities. Also,
longer-term securities are generally more volatile, so the average maturity or
duration of these securities affects risk. The mortgages underlying
mortgage-backed securities may be paid off early, which makes it difficult to
determine their actual maturity and therefore calculate how they will respond to
changes in interest rates. The Fund may have to reinvest prepaid amounts at
lower interest rates. This risk of prepayment is an additional risk of
mortgage-backed securities. Although the Fund's U.S. Government securities are
considered to be among the safest investments, they are not guaranteed against
price movements due
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to changing interest rates. Obligations issued by some U.S. Government agencies
are backed by the U.S. Treasury, while others are backed solely by the ability
of the agency to borrow from the U.S. Treasury or by the agency's own resources.
The STI Investment Grade Bond Fund invests primarily in investment grade
corporate debt securities, U.S. Treasury obligations and mortgage-backed
securities. The Fund tries to minimize risk while attempting to outperform
selected market indices. Currently, the selected index is the Lehman Brothers
Government/Corporate Bond Index, a widely recognized, unmanaged index of
investment grade govern merit and corporate debt securities. The Fund seeks to
invest more in portions of the Index that seem relatively inexpensive, and less
in those that seem expensive. Due to the Fund's investment strategy, the Fund
may buy and sell securities frequently which may result in higher transaction
costs and additional capital gains taxes. Because the Fund invests primarily in
investment grade debt securities, the Fund is subject to the risk that the
prices of debt securities will decline due to rising interest rates. This risk
is greater for long-term debt securities than for short-term debt securities.
In addition, an issuer may be unable to make timely payments of principal or
interest to the Fund. Some investment grade debt securities have speculative
characteristics. In addition, the Fund is subject to the risk of investing in
mortgage-backed securities, as is discussed above in the Fund's corresponding
CrestFund.
RISK DIFFERENCES: Because the CrestFund invests in bonds and other fixed income
securities issued by foreign issuers, it is subject to the risks associated with
investing in foreign instruments, such as adverse political and economic
developments (including possible governmental seizure or nationalization of
assets), the possible imposition of exchange controls or other governmental
restrictions, and less uniformity in accounting and reporting requirements.
CRESTFUNDS LIMITED TERM BOND FUND: STI SHORT-TERM BOND FUND
The CrestFunds Limited Term Bond Fund invests primarily in investment-grade
bonds and other fixed income securities issued by domestic and foreign issuers,
such as corporate obligations; obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities; commercial paper rated Prime-1 by
Moody's or A-1 by S&P; and mortgage-backed securities. Due to its investment
strategy, the Fund may buy and sell securities frequently. This may result in
higher transaction costs and additional capital gains tax liabilities. The
prices of the Fund's fixed income securities respond to economic developments,
particularly interest rate changes, as well as to perceptions about the
creditworthiness of individual issuers, including governments. Generally, the
Fund's fixed income securities will decrease in value if interest rates rise and
vice versa, and the volatility of lower rated securities is even greater than
that of higher rated securities. Also, longer-term securities are generally
more volatile, so the average maturity or duration of these securities affects
risk. The Fund may also be subject to the risk of investing in mortgage-backed
securities, as discussed above. Although the Fund's U.S. Government securities
are considered to be among the safest investments, they are not guaranteed
against price movements due to changing interest rates. Obligations issued by
some U.S. Government agencies are backed by the U.S. Treasury, while others are
backed solely by the ability of the agency to borrow from the U.S. Treasury or
by the agency's own resources.
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<PAGE>
The STI Short-Term Bond Fund invests primarily in a diversified portfolio
of short-to medium term investment grade U.S. Treasury, corporate debt,
mortgage-backed and asset-backed securities. The Fund attempts to identify
securities that offer a comparably better investment return for a given level of
credit risk. For example, short-term bonds generally have better returns than
money market instruments, with a fairly modest increase in credit risk. Because
the Fund invests primarily in debt securities, the Fund is subject to the risk
that the prices of debt securities will decline due to rising interest rates.
In addition, an issuer may be unable to make timely payments of principal or
interest to the Fund. Also, the Fund may invest in bonds rated "investment
grade." Some investment grade bonds may have speculative characteristics. In
addition, the Fund is subject to the risk of investing in mortgage-backed and
asset-backed securities.
RISK DIFFERENCES: Because the CrestFund invests in bonds and other fixed income
securities issued by foreign issuers, it is subject to the risks associated with
investing in foreign instruments, such as adverse political and economic
developments (including possible governmental seizure or nationalization of
assets), the possible imposition of exchange controls or other governmental
restrictions, and less uniformity in accounting and reporting requirements.
CRESTFUNDS CASH RESERVE FUND : STI PRIME QUALITY MONEY MARKET FUND
The CrestFunds Cash Reserve Fund invests primarily in U.S. dollar
denominated money market instruments, such as U.S. Government securities,
short-term debt obligations of high quality corporate issuers including
commercial paper notes and bonds; high quality debt obligations of foreign
issuers; repurchase agreements; and obligations of institutions such as banks
and insurance companies including certificates of deposit, bankers' acceptances
and time deposits. The Fund's portfolio is comprised only of short-term, high
quality debt securities. Money market funds invest in high quality, short-term
debt securities, commonly known as money market instruments. These include CDS,
bankers' acceptances, commercial paper, U.S. Treasury securities, some municipal
securities, and repurchase agreements. A money market fund follows strict rules
about credit risk, maturity and diversification of its investments. An
investment in a money market fund is not a bank deposit. Although a money
market fund seeks to keep a constant price per share of $1.00, you may lose
money by investing in a money market fund. The Fund can be expected to produce
lower income levels than fixed income funds that invest in longer term
securities.
The STI Prime Quality Money Market Fund invests exclusively in high quality
U.S. money market instruments and foreign money market instruments denominated
in U.S. dollars. The Fund tries to increase income without adding undue risk.
As discussed above, although the Fund seeks to keep a constant price per share
of $1.00, you may lose money by investing in a money market fund.
RISK DIFFERENCES: No material differences.
CRESTFUNDS GOVERNMENT BOND FUND : STI U.S. GOVERNMENT SECURITIES FUND
The CrestFunds Government Bond Fund invests primarily in bonds and other
fixed income securities issued or guaranteed by the U.S. Government, its
agencies or instrumentalities including
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<PAGE>
U.S. Treasury Bonds, Notes and Bills, Government National Mortgage Association
mortgage-backed pass-through certificates and mortgage-backed securities issued
by the Federal National Mortgage Association or the Federal Home Loan Mortgage
Corporation. Under normal conditions, at least 65% of the Fund's total assets
will be invested in U.S. Government securities, including bonds and repurchase
agreements secured by U.S. Government securities. Due to its investment
strategy, the Fund may buy and sell securities frequently. This may result in
higher transaction costs and additional capital gains tax liabilities. The
prices of the Fund's fixed income securities respond to economic developments,
particularly interest rate changes, as well as to perceptions about the
creditworthiness of individual issuers, including governments. Generally, the
Fund's fixed income securities will decrease in value if interest rates rise and
vice versa, and the volatility of lower rated securities is even greater than
that of higher rated securities. Also, longer-term securities are generally
more volatile, so the average maturity or duration of these securities affects
risk. The Funds are also subject to the risk associated with investing in
mortgage backed securities, as discussed above.
The STI U.S. Government Securities Fund invests primarily in U.S.
government debt securities, such as mortgage-backed securities and U.S. Treasury
obligations. In an attempt to provide a consistently high dividend without
adding undue risk, the Fund focuses its investments in mortgage-backed
securities. Because the Fund invests primarily in U.S. government debt
securities, the Fund is subject to the risk that the prices of debt securities
will decline due to rising interest rates. This risk is greater for long-term
debt securities than for short-term debt securities. In addition, the Fund is
subject to the risk of investing in mortgage-backed securities, as discussed
above.
RISK DIFFERENCES: No material differences.
Each of the following CrestFunds will transfer its assets and certain
stated liabilities to its corresponding New STI Funds which was not yet
operational as of the date of this Prospectus/Proxy Statement. Therefore, the
risks associated with each New STI Fund will be substantially similar to its
corresponding CrestFund.
CRESTFUNDS U.S. TREASURY MONEY FUND : STI U.S. TREASURY MONEY MARKET FUND
The Funds invest solely in U.S. Treasury obligations and repurchase
agreements that are collateralized by obligations issued or guaranteed by the
U.S. Treasury. The Funds limit their investments so as to obtain the highest
investment quality rating by a nationally recognized statistical rating
organization. Although the Funds' U.S. Treasury securities are considered to be
among the safest investments, they are not guaranteed against price movements
due to changing interest rates. As discussed above, although a money market
fund seeks to keep a constant price per share of $1.00, you may lose money by
investing in a money market fund.
CRESTFUND TAX FREE MONEY FUND : STI TAX-FREE MONEY MARKET FUND
The Funds invest primarily in high-quality municipal securities that are
free from federal income tax. The Funds focus on municipal securities that pay
interest that is not includable in
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federal alternative minimum tax calculations, however, the Funds reserve the
right to invest up to 20% of the value of their net assets in securities,
including private bonds, the interest on which is fully taxable or subject to
the alternative minimum tax. As a fundamental policy, at least 80% of the
Funds' income will, under normal circumstances, be exempt from such taxes. The
Funds' portfolio is diversified among issuers and comprised only of short term,
high quality debt securities. There may be economic or political changes that
impact the ability of municipal issuers to repay principal and to make interest
payments on municipal securities. Changes to the financial condition or credit
rating of municipal issuers also may adversely affect the value of the Funds'
municipal securities. As discussed above, although a money market fund seeks to
keep a constant price per share of $1.00, you may lose money by investing in a
money market fund.
CRESTFUNDS VALUE FUND : STI GROWTH AND INCOME FUND
The Funds invest primarily in domestic and foreign common stock of
companies with large market capitalizations of at least $1 billion. Such
investments include securities convertible into common stock, such as
convertible bonds and convertible preferred stock rated investment-grade or
better. These stocks are selected from a list of companies traded in the U.S.
securities markets, including sponsored American Depositary Receipts of
qualifying foreign companies. Due to its investment strategy, the Funds may buy
and sell securities frequently. This may result in higher transaction costs and
additional capital gains tax liabilities. Because they purchase equity
securities, the Funds are subject to the risk that stock prices will fall over
short or extended periods of time. Historically, the equity markets have moved
in cycles, and the value of the Funds' equity securities may fluctuate
drastically from day-to-day. Individual companies may report poor results or be
negatively affected by industry and/or economic trends and developments. The
prices of securities issued by such companies may suffer a decline in response.
These factors contribute to price volatility, which is the principal risk of
investing in the Funds.
CRESTFUNDS VIRGINIA MUNICIPAL BOND FUND : STI VIRGINIA MUNICIPAL BOND FUND
The Funds invest primarily in municipal bonds of investment-grade quality
which are free from federal and Virginia income tax. Such investments include
fixed, variable, or floating rate general obligation and revenue bonds; zero
coupon and asset-backed securities; tax revenue, or bond anticipation notes; and
tax-exempt commercial paper. All such instruments must be investment grade.
There are no limits on the dollar weighted average portfolio maturity of the
Funds. Due to its investment strategy, the Funds may buy and sell securities
frequently. This may result in higher transaction costs and additional capital
gains tax liabilities. There may be economic or political changes that impact
the ability of municipal issuers to repay principal and to make interest
payments on municipal securities. Changes in the financial condition or credit
rating of municipal issuers also may adversely affect the value of the Funds'
securities. The Funds' concentration of investments in securities of issuers
located in a single state subjects the Fund to economic and government policies
of that state. The Funds are non-diversified, which means that they may invest
in the securities of relatively few issuers. As a result, the Funds may be more
susceptible to a single adverse economic or political occurrence affecting one
or more of these issuers, and may experience increased volatility due to its
investments in those securities.
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<PAGE>
CRESTFUNDS VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND : STI VIRGINIA INTERMEDIATE
MUNICIPAL BOND FUND
The Funds invest primarily in municipal bonds of investment-grade quality
which are free from federal and Virginia income tax. Such investments include
fixed, variable, or floating rate general obligation and revenue bonds; zero
coupon and asset-backed securities; tax revenue, or bond anticipation notes;
and tax-exempt commercial paper. All such instruments must be investment grade.
In selecting the Funds' investments, stability and growth of principal are
considered. The Funds' dollar-weighted average maturity will be maintained at
between five and ten years. The risks associated with investing in the Funds
are identical to those described above for the CrestFunds Virginia Municipal
Bond Fund.
CRESTFUNDS MARYLAND MUNICIPAL BOND FUND : STI MARYLAND MUNICIPAL BOND FUND
The Funds invest primarily in municipal bonds of investment-grade quality
which are free from federal and Maryland income tax. Such investments include
fixed, variable, or floating rate general obligation and revenue bonds; zero
coupon and asset-backed securities; tax revenue, or bond anticipation notes; and
tax-exempt commercial paper. All such instruments must be investment grade.
There are no limits on the dollar weighted average portfolio maturity of the
Funds. The risks associated with investing in the Funds are identical to those
described above for the CrestFunds Virginia Municipal Bond Fund.
CRESTFUNDS MAXIMUM GROWTH PORTFOLIO : STI LIFE VISION MAXIMUM GROWTH PORTFOLIO
The Portfolios invest at least 80% of their total assets in shares of
underlying CrestFunds and STI Funds, as appropriate, that invest primarily in
equity securities. Historically, the equity markets have moved in cycles, and
the value of an underlying Fund's equity securities may fluctuate drastically
from day-to-day. Individual companies may report poor results or be negatively
affected by industry and/or economic trends and developments. The prices of
securities issued by such companies may suffer a decline in response. These
factors contribute to price volatility, which is the principal risk of investing
in the Portfolios. The Portfolios' remaining assets may be invested in shares of
their respective Funds that invest primarily in fixed income securities, shares
of their underlying Funds that are money market funds, securities issued by the
U.S. Government, its agencies or instrumentalities, repurchase agreements and
short-term paper. Due to their investment strategy, an underlying Fund may buy
and sell securities frequently. This may result in higher transaction costs and
additional capital gains tax liabilities. The risks associated with investing in
the Portfolios will vary depending upon how the assets are allocated among the
underlying Funds.
CRESTFUNDS GROWTH AND INCOME PORTFOLIO AND STI LIFE VISION GROWTH AND INCOME
PORTFOLIO
The Portfolios invest at least 80% of their total assets in shares of
underlying CrestFunds and STI Funds, as appropriate, that invest primarily in
equity securities or fixed income securities. Historically, the equity markets
have moved in cycles, and the value of an underlying Fund's equity securities
may fluctuate drastically from day-to-day. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and
developments. The prices of securities issued by such companies may suffer a
decline in response. These factors contribute to price volatility, which is the
principal risk of investing in the Portfolios. The Portfolios' remaining
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<PAGE>
assets may be invested in shares of their respective underlying Funds that are
money market funds, securities issued by the U.S. Government, its agencies or
instrumentalities, repurchase agreements and short-term paper. An underlying
Fund may buy and sell securities frequently. This may result in higher
transaction costs and additional capital gains tax liabilities. The risks
associated with investing in the Portfolios will vary depending upon how the
assets are allocated among the underlying Funds.
CRESTFUNDS BALANCED PORTFOLIO AND STI LIFE VISION BALANCED PORTFOLIO
The Portfolios principally invest in shares of underlying CrestFunds
and STI Funds, as appropriate, that invest primarily in equity securities. The
Portfolios, however, invest at least 25% of their total assets in shares of
their respective underlying Funds which invest primarily in fixed income
securities. The Portfolios' remaining assets may be invested in shares of their
respective underlying Funds that are money market funds, securities issued by
the U.S. Government, its agencies or instrumentalities, repurchase agreements
and short-term paper. Due to their investment strategy, an underlying Fund may
buy and sell securities frequently. This may result in higher transaction costs
and additional capital gains tax liabilities. The risks associated with
investing in the Portfolios will vary depending upon how the assets are
allocated among the underlying Funds. In the case of an underlying Fund that
invests primarily in equity securities, the equity markets have moved in cycles,
and the value of the Funds' equity securities may fluctuate drastically from
day-to-day. Individual companies may report poor results or be negatively
affected by industry and/or economic trends and developments. The prices of
securities issued by such companies may suffer a decline in response. These
factors contribute to price volatility, which is the a risk of investing in the
Portfolios.
INFORMATION RELATING TO THE REORGANIZATION
DESCRIPTION OF THE REORGANIZATION. The following summary is qualified in
its entirety by reference to the Reorganization Agreement found in Exhibit A.
The Reorganization Agreement provides that all of the assets and stated
liabilities of each CrestFund will be transferred to the corresponding STI Fund
at the applicable Effective Time of the Reorganization. In exchange for the
transfer of these assets, STI will simultaneously issue at the applicable
Effective Time of the Reorganization a number of full and fractional shares of
each STI Fund to its corresponding CrestFund equal in value to the respective
net asset values of that CrestFund immediately prior to the applicable Effective
Time of the Reorganization.
Following the transfer of assets and liabilities in exchange for STI Fund
shares, each CrestFund will distribute, in complete liquidation, pro rata to its
shareholders of record all the shares of the corresponding STI Funds so received
to its shareholders in liquidation. Each shareholder of the CrestFunds owning
shares at the Effective Times of the Reorganization will receive corresponding
STI Fund shares of equal value. Such distribution will be accomplished by the
establishment of accounts in the names of the shareholders of the CrestFunds'
shareholders on the share records of STI Funds' transfer agent. Each account
will represent the respective pro rata
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number of full and fractional shares of the STI Funds due to the shareholders of
the corresponding CrestFunds. The STI Funds do not issue share certificates to
shareholders. Shares of the STI Funds to be issued will have no preemptive or
conversion rights. No front-end sales loads or contingent deferred sales
charges will be imposed in connection with the receipt of such shares by the
CrestFunds' shareholders. The CrestFunds then will be terminated under state
law.
The Reorganization Agreement provides for the Reorganization to occur in
two steps. For CrestFunds combining with Existing STI Funds, the Closing Date
is May 17, 1999. For CrestFunds transferring their assets to new STI Funds, the
Closing Date is May 24, 1999. The Reorganization Agreement provides that all
expenses of the Reorganization incurred by a class of CrestFunds shareholders
will be borne by that class, except as shall be determined by the Board of
Directors of the Corporation.
The Reorganization Agreement contains customary representations, warranties
and conditions designed to ensure that the Reorganization is fair to both
parties. The Reorganization Agreement provides that the consummation of the
Reorganization is contingent upon, among other things, (i) approval of the
Reorganization Agreement by CrestFunds shareholders, (ii) the receipt by the
CrestFunds and the STI Funds of a tax opinion to the effect that the
Reorganization will be tax-free to the CrestFunds and the STI Funds and their
shareholders, and (iii) receipt by the CrestFunds and the STI Funds of an order
from the SEC permitting the Reorganization. The Reorganization Agreement may be
terminated, if on the applicable Closing Date, any of the required conditions
have not been met or if the representations and warranties are not true or, if
at any time prior to the Effective Time of the Reorganization, the Board of
Directors of the Corporation or the Board of Trustees of the Trust determines
that the consummation of the transactions contemplated by the Reorganization
Agreement is not in the best interest of the shareholders of the CrestFunds or
the STI Funds, respectively.
COSTS OF REORGANIZATION. Unless otherwise provided, all expenses solely
and directly related to the Reorganization incurred by each class of shares
of the CrestFunds will be borne by the CrestFunds, as determined by the
CrestFunds Board of Directors. Nonetheless, any Reorganization costs incurred
by the following CrestFunds will be borne by Trusco and its affiliates: Cash
Reserve Fund (Investor Class A), Tax Free Money Fund (Investor Class A),
Value Fund (Investor Class A and Class B), Virginia Municipal Bond Fund
(Investor Class B), Virginia Intermediate Municipal Bond Fund (Investor Class
A), and Maryland Municipal Bond Fund (Investor Class B). Reorganization
expenses include, without limitation: (a) expenses associated with the
preparation and filing of this Prospectus/Proxy Statement; (b) postage; (c)
printing; (d) accounting fees; (e) legal fees incurred by each of the
CrestFunds; and (f) solicitation costs of the transaction.
Notwithstanding the foregoing, each STI Fund shall pay: (a) a porition
of the expenses associated with the preparation and filing of this
Propsectus/Proxy Statement; (b) federal registration fees; (c) qualification
fees and expenses of preparing and filing such forms as are necessary under
applicabe state securities laws to qualify STI Fund shares to be issued in
connection herewith in each state in which CrestFunds shareholders are
resident as of the date of the mailing of this Prospectus/Proxy Statement to
such shareholders; and (d) legal fees incurred by each of the STI Funds.
FEDERAL INCOME TAXES. Each combination of a CrestFund and a
corresponding STI Fund in the Reorganization is intended to qualify for
federal income tax purposes as a tax-free reorganization under Section 368(a)
of the Internal Revenue Code of 1986, as amended. If so, neither the
CrestFunds nor its shareholders will recognize gain or loss in the
transaction; the tax basis of the STI Funds shares received will be the same
as the basis of the CrestFunds shares exchanged; and the holding period of
the STI Funds shares received will include the holding period of the
CrestFunds shares exchanged, provided that the shares exchanged were held as
capital assets at the time of the transaction. As a condition to the closing
of the Reorganization, the Companies will receive an opinion from counsel to
the CrestFunds to that effect. No tax ruling from the Internal Revenue
Service regarding the Reorganization has been requested. The opinion of
counsel is not binding on the Internal Revenue Service and does not preclude
the Internal Revenue Service from adopting a contrary position. Shareholders
should consult their own tax advisers concerning the potential tax
consequences of the Reorganization to them, including foreign, state and
local tax consequences.
CAPITALIZATION. The following table sets forth as of November 30, 1998 (i)
the capitalization of each of the Existing STI Funds; (ii) the capitalization of
each of the CrestFunds;
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and (iii) the pro forma combined capitalization of the Funds assuming the
Reorganization has been approved.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
FUND NET ASSETS (000) NET ASSET VALUE PER SHARE SHARES OUTSTANDING (000)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
STI Capital Growth
Trust Shares $1,603,031 $17.56 91,303
Investor Shares $ 280,649 $17.51 16,029
Flex Shares $ 126,430 $17.24 7,335
Total $2,010,110 114,667
- ----------------------------------------------------------------------------------------------------------
CrestFunds Capital Appreciation
Trust Class $ 124,182 $17.78 6,983
Investor Class A $ 11,136 $17.59 633
Investor Class B $ 4,841 $17.40 278
Total $ 140,159 7,894
- ----------------------------------------------------------------------------------------------------------
Combined Funds
Trust Shares $1,727,213 $17.56 98,376
Investor Shares $ 291,785 $17.51 16,665
Flex Shares $ 131,271 $17.24 7,616
Total $2,150,269 122,657
==========================================================================================================
STI Small Cap Growth
Trust Shares $ 13,474 $13.25 1,016
Flex Shares $ 811 $13.24 61
Total $ 14,285 1,077
- ----------------------------------------------------------------------------------------------------------
CrestFunds Special Equity
Trust Class $ 90,311 $12.23 7,385
Investor Class A $ 4,973 $12.22 407
Investor Class B $ 2,701 $11.87 227
Total $ 97,985 8,019
- ----------------------------------------------------------------------------------------------------------
Combined Funds
Trust Shares $ 108,758 $13.26 8,201
Flex Shares $ 3,512 $13.24 264
Total $ 112,270 8,465
==========================================================================================================
STI Investment Grade Bond
Trust Shares $ 808,661 $10.94 73,909
Investor Shares $ 33,301 $10.94 3,044
Total $ 841,962 76,953
- ----------------------------------------------------------------------------------------------------------
CrestFunds Intermediate Bond
Trust Class $ 310,885 $10.13 30,704
Investor Class A $ 3,290 $10.13 325
Total $ 314,175 31,029
- ----------------------------------------------------------------------------------------------------------
Combined Funds
Trust Shares $1,119,546 $10.94 102,323
Investor Shares $ 36,591 $10.94 3,345
Total $1,156,137 105,668
==========================================================================================================
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<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
FUND NET ASSETS (000) NET ASSET VALUE PER SHARE SHARES OUTSTANDING (000)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
STI Short-Term Bond
Trust Shares $ 131,851 $10.18 12,952
Total $ 131,851 12,952
- ----------------------------------------------------------------------------------------------------------
CrestFunds Limited
Term Bond
Trust Class $ 83,980 $9.98 8,415
Total $ 83,980 8,415
- ----------------------------------------------------------------------------------------------------------
Combined Funds
Trust Shares $ 215,831 $10.18 21,202
Total $ 215,831 21,202
==========================================================================================================
STI Prime Quality Money Market
Trust Shares $1,913,136 $1.00 1,913,468
Investor Shares $ 545,161 $1.00 545,215
Total $2,458,297 2,458,683
- ----------------------------------------------------------------------------------------------------------
CrestFunds Cash Reserve
Trust Class $1,135,571 $1.00 1,135,623
Investor Class A $ 189,942 $1.00 189,937
Investor Class B $ 133 $1.00 133
Total $1,325,646 1,325,693
- ----------------------------------------------------------------------------------------------------------
Combined Funds
Trust Shares $3,048,707 $1.00 3,049,091
Investor Shares $ 735,236 $1.00 735,285
Total $3,783,943 3,784,376
==========================================================================================================
STI U.S. Government Securities
Trust Shares $ 41,160 $10.63 3,872
Flex Shares $ 4,596 $10.63 432
Total $ 45,756 4,304
- ----------------------------------------------------------------------------------------------------------
CrestFunds Government Bond
Trust Class $ 50,051 $10.64 4,706
Investor Class B $ 2,397 $10.67 225
Total $ 52,448 4,931
- ----------------------------------------------------------------------------------------------------------
Combined Funds
Trust Shares $ 91,211 $10.63 8,580
Flex Shares $ 6,993 $10.63 657
Total $ 98,204 9,237
==========================================================================================================
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<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
FUND NET ASSETS (000) NET ASSET VALUE PER SHARE SHARES OUTSTANDING (000)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
The following table sets forth, as of November 30, 1998, (i) the
capitalization of each of the remaining CrestFunds; and (ii) the pro forma
combined capitalization of the Funds assuming the Reorganization has been
approved. Because the New STI Funds were not yet operational as of the date of
this Prospectus/Proxy Statement, there are no capitalization figures for these
Funds and the pro forma combined capitalization figures are identical to the
capitalization figures for each of the corresponding CrestFunds.
==========================================================================================================
STI U.S. Treasury Money Market
Trust Shares NA NA NA
Total
- ----------------------------------------------------------------------------------------------------------
CrestFunds U.S. Treasury Money
Trust Class $699,923 $ 1.00 699,922
Total $699,923 699,922
- ----------------------------------------------------------------------------------------------------------
Combined Funds
Trust Shares $699,923 $ 1.00 699,922
Total $699,923 699,922
==========================================================================================================
STI Tax-Free Money Market
Trust Shares NA NA NA
Investor Shares NA NA NA
Total
- ----------------------------------------------------------------------------------------------------------
CrestFunds Tax Free Money
Trust Class $270,899 $ 1.00 270,909
Investor Class A $ 8,851 $ 1.00 8,850
Total $279,750 279,759
- ----------------------------------------------------------------------------------------------------------
Combined Funds
Trust Shares $270,899 $ 1.00 270,909
Investor Shares $ 8,851 $ 1.00 8,850
Total $279,750 279,759
==========================================================================================================
STI Growth and Income
Trust Shares NA NA NA
Investor Shares NA NA NA
Flex Shares NA NA NA
Total
- ----------------------------------------------------------------------------------------------------------
CrestFunds Value
Trust Class $577,042 $15.10 38,219
Investor Class A $ 34,434 $15.21 2,265
Investor Class B $ 25,656 $15.14 1,695
Total $637,132 42,179
- ----------------------------------------------------------------------------------------------------------
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<PAGE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
FUND NET ASSETS (000) NET ASSET VALUE PER SHARE SHARES OUTSTANDING (000)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Combined Funds
Trust Shares $577,042 $15.10 38,219
Investor Shares $ 34,434 $15.21 2,285
Flex Shares $ 25,656 $15.14 1,695
Total $637,132 42,179
- ----------------------------------------------------------------------------------------------------------
STI Virginia Municipal Bond
Trust Shares NA NA NA
Flex Shares NA NA NA
Total
- ----------------------------------------------------------------------------------------------------------
CrestFunds Virginia Municipal Bond
Trust Class $ 29,252 $10.68 2,739
Investor Class B $ 3,697 $10.73 345
Total $ 32,919 3,084
- ----------------------------------------------------------------------------------------------------------
Combined Funds
Trust Shares $ 29,252 $10.68 2,739
Flex Shares $ 3,698 $10.73 345
Total $ 32,950 3,084
==========================================================================================================
STI Virginia Intermediate Municipal
Bond
Trust Shares NA NA NA
Investor Shares NA NA NA
Total
- ----------------------------------------------------------------------------------------------------------
CrestFunds Virginia Intermediate
Municipal Bond
Trust Class $243,606 $10.44 23,324
Investor Class A $ 7,899 $10.45 756
Total $251,505 24,080
- ----------------------------------------------------------------------------------------------------------
Combined Funds
Trust Shares $243,606 $10.44 23,324
Investor Shares $ 7,899 $10.44 756
Total $251,505 24,080
==========================================================================================================
STI Maryland Municipal Bond
Trust Shares NA NA NA
Flex Shares NA NA NA
Total
- ----------------------------------------------------------------------------------------------------------
CrestFunds Maryland Municipal Bond
Trust Class $ 19,115 $10.22 1,870
Investor Class B $ 3,246 $10.24 317
Total $ 22,361 2,187
- ----------------------------------------------------------------------------------------------------------
Combined Funds
Trust Shares $ 19,115 $10.22 1,870
Flex Shares $ 3,248 $10.24 317
Total $ 22,361 2,187
==========================================================================================================
-69-
<PAGE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
FUND NET ASSETS (000) NET ASSET VALUE PER SHARE SHARES OUTSTANDING (000)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
STI Life Vision Maximum Growth
Portfolio
Trust Shares NA NA NA
Total
- ----------------------------------------------------------------------------------------------------------
CrestFunds Maximum Growth Portfolio
Trust Class $ 16,230 $11.32 1,434
Total $ 16,230 1,434
- ----------------------------------------------------------------------------------------------------------
Combined Funds
Trust Shares $ 16,230 $11.32 1,434
Total $ 16,230 1,434
==========================================================================================================
STI Life Vision Growth and Income
Portfolio
Trust Shares NA NA NA
Total
- ----------------------------------------------------------------------------------------------------------
CrestFunds Growth and Income
Portfolio
Trust Class $ 19,042 $11.06 1,722
Total $ 19,042 1,722
- ----------------------------------------------------------------------------------------------------------
Combined Funds
Trust Shares $ 19,042 $11.06 1,722
Total $ 19,042 1,722
==========================================================================================================
STI Life Vision Balanced Portfolio
Trust Shares NA NA NA
Total
- ----------------------------------------------------------------------------------------------------------
CrestFunds Balanced Portfolio
Trust Class $ 93,211 $11.01 8,466
Total $ 93,211 8,466
- ----------------------------------------------------------------------------------------------------------
Combined Funds
Trust Shares $ 93,211 $11.01 8,466
Total $ 93,211 8,466
==========================================================================================================
</TABLE>
REASONS FOR THE REORGANIZATION
The CrestFunds consist of 15 Funds, having in the aggregate
approximately $5 billion in assets. The STI Funds currently consist of 24
Funds, having in the aggregate approximately $___ billion in assets. For the
most part, the net expenses of the Existing STI Funds are lower than the
corresponding CrestFunds and the performance of the Existing STI Funds is
better than the CrestFunds' performance, although this is not the case in
every instance. In the case of the new STI Funds, the anticipated net
expense ratios are expected to be the same or lower than the expense ratios
of the corresponding Crest Funds. In the case of New STI Funds that have a
higher contractual expense ratio, STI management has undertaken to waive fees
to maintain the proposed net expense ratio for at least one year and
thereafter to discuss the proposed reduction in the waiver with the STI Board
of Trustees before its implementation. Management of CrestFunds believes,
however, that the shareholders of the CrestFunds would benefit from the
generally lower net expenses, better performance, larger asset base,
increased product array and anticipated economies of scale that are expected
to result from the Reorganization.
-70-
<PAGE>
At a meeting held on February 19, 1999, the CrestFunds Board of Directors
approved a form of the Reorganization Agreement and determined that the proposed
Reorganization would be in the best interests of each CrestFund and its
shareholders and that the interests of the shareholders would not be diluted.
Before approving the Reorganization Agreement, the Board examined all factors
that it considered relevant, including the contractual and net expense ratios of
the corresponding STI Funds, undertakings by STI management to waive fees to
maintain certain proposed net expense ratios for at least one year, the tax-free
nature of the Reorganization, the performance of the corresponding STI Funds,
and the experience and resources of the advisers for the corresponding STI
Funds. Based on this information, the Board recommends that the shareholders of
each Fund approve the Reorganization Agreement.
The Board carefully reviewed information regarding comparative expense
ratios (respective current and proforma expense ratios are set forth in the
"Fees and Expenses" section, above.) The Directors concluded that, in the
case of the Existing STI Funds, expense ratios will generally be comparable,
particularly with respect to Trust shares. The Board considered the
commitment by Trusco, for a period of one year, to waive certain fees or
maintain the expense ratios of certain New STI Funds at the current expense
ratios of the corresponding CrestFunds. Noting that, in certain cases, the
expense ratios of the STI Funds were higher, the Board also considered
relative performance information, sales charges and the continuing viability
of each class and fund, among other relevant information. The Board
determined that the Reorganization was in the best interest of the
shareholders of the CrestFunds Cash Reserve Fund, although, due to a
voluntary expense waiver in the Cash Reserve Fund, the expense ratio for
Investor Class A is higher than that of the corresponding STI Prime Quality
Money Market Fund Investor Class. The Board noted that this class of the Cash
Reserve Fund has primarily been used as a sweep vehicle for brokerage
accounts managed by Crestar Bank and that the STI Prime Quality Money Market
Fund Investor Class would replace the CrestFunds Cash Reserve Fund Investor
Class A as the Crestar Bank brokerage account sweep vehicle.
SHAREHOLDER RIGHTS
STI FUNDS
GENERAL. The Trust was established as a business trust under Massachusetts
law by a Declaration of Trust dated January 15, 1992. The Trust is also governed
by its By-laws and by applicable Massachusetts law.
SHARES. STI Funds is authorized to issue an unlimited number of shares
of beneficial interest, without par value, from an unlimited number of series of
shares. Currently, STI Funds consists of 24 separate investment series offering
up to four classes of shares, Trust Shares, Investor Shares, Flex Shares and
Institutional Shares (the STI Funds participating in the Reorganization do not
offer Institutional Shares). The four classes differ with respect to minimum
investment requirements, fund expenses, distribution and shareholder servicing
costs, front-end sales loads and contingent deferred sales charges, as set forth
in the STI Funds prospectuses. The shares of each STI Fund have no preference as
to conversion, exchange, dividends, retirement or other features, and have no
preemptive rights.
VOTING REQUIREMENTS. Shareholders of STI Funds shares are entitled to one
vote for each full share held and fractional votes for fractional shares. On
any matter submitted to a vote of shareholders, all shares of the Trust entitled
to vote shall be voted on by individual series or class, except that (i) when so
required by the 1940 Act, then shares shall be voted in the aggregate and not by
individual series or class, and (ii) when the trustees of the Trust (the
"Trustees") have determined that the matter only affects the interest of one or
more series or class, then only shareholders of such series or class(es) shall
be entitled to vote. The Corporation's Articles of Incorporation provide that
any action may be taken or authorized upon the concurrence of a majority of the
aggregate number of votes entitled to be cast thereon, subject to any applicable
requirements of the 1940 Act.
SHAREHOLDER MEETINGS. Annual meetings of shareholders will not be held,
but special meetings of shareholders may be held under certain circumstances. A
special meeting of the shareholders may be called at any time by the Trustees,
by the president or, if the Trustees and the president shall fail to call any
meeting of shareholders for a period of 30 days after written
-71-
<PAGE>
application of one or more shareholders who hold at least 10% of all shares
issued and outstanding and entitled to vote at the meeting, then such
shareholders may call the meeting.
ELECTION AND TERM OF TRUSTEES. The STI Funds' affairs are supervised by
the Trustees under the laws governing business trusts in the state of
Massachusetts. Trustees of the Trust are elected by shareholders holding a
majority of shares entitled to vote. Trustees hold office until their
successors are duly elected and qualified or until their death, removal or
resignation. Shareholders may remove a Trustee by vote of a majority of the
votes entitled to vote, with or without cause. A Trustee elected thereby serves
for the balance of the term of the removed Trustee.
SHAREHOLDER LIABILITY. Pursuant to the Trust's Declaration of Trust, the
shareholders of STI Funds generally are not personally liable for the acts,
omissions or obligations of the Trustees or the Trust.
LIABILITY OF TRUSTEES. The Trustees shall not be personally liable for any
obligation of the Trust. The Trust will indemnify its Trustees and officers
against all liabilities and expenses except for liabilities arising from such
person's willful misfeasance, bad faith, gross negligence or reckless disregard
of that person's duties.
CRESTFUNDS
GENERAL. CrestFunds was organized as a Maryland corporation on March 14,
1986. CrestFunds is governed by its Articles of Incorporation dated March 14,
1986 and supplemented on April 10, 1989, July 10, 1992, and March 28, 1995,
its By-Laws, and applicable Maryland law.
SHARES. CrestFunds is authorized to issue up to 20 billion shares of
stock of all classes, with a par value per share of $.001. The Board of
Directors may classify or reclassify any unissued shares CrestFunds is
authorized to issue without the approval of the shareholders of CrestFunds.
The shares of common stock of each CrestFund are currently classified into
three classes, Trust Class, Investor Class A and Investor Class B shares.
The three classes differ from each other with respect to minimum investment
requirements, fund expenses, administrative and distribution costs, front-end
sales loads and contingent deferred sales charges, as set forth in the
CrestFunds prospectuses incorporated herein by reference. The shares have no
preference as to conversion, exchange, dividends, retirement or other
features and have no preemptive rights.
VOTING REQUIREMENTS. Shareholders of CrestFunds are entitled to one vote
for each full share held and fractional votes for fractional shares. At special
meetings of shareholders, the holders of one-third of a Fund's shares
outstanding and entitled to vote at the meeting, present in person or by proxy,
constitute a quorum unless voting by separate class is required, in which
case the presence of one-third of the shares of stock of such class shall
constitute a quorum. Shareholders of a class have exclusive voting rights
regarding any matter submitted to shareholders that relates solely to that class
of shares, and separate voting rights on any other matter submitted to
shareholders in which the interests of the shareholders of that class differ
from the interests of holders of any other class.
-72-
<PAGE>
SHAREHOLDER MEETINGS. Annual meetings of shareholders will be held,
although the Corporation is not required to hold an annual meeting in any year
that none of the following is required to be acted on by shareholders under the
1940 Act: (i) election of directors; (ii) approval of an investment advisory
agreement; (iii) ratification of the selection of independent auditors; and (iv)
approval of a distribution agreement. Special meetings may be called by the
chairman, president, Board of Directors or by the secretary if requested in
writing by the holders of not less than 25% of the outstanding shares of
CrestFunds. Before a notice of a special meeting called by shareholders will be
sent out by the secretary, such shareholders must pay the estimated costs of
preparing and mailing the notice.
ELECTION AND TERM OF DIRECTORS. Pursuant to CrestFunds's By-laws,
directors of CrestFunds are elected at the annual meeting of shareholders and
each director shall hold office until the next annual meeting of shareholders
or until the director's successor is elected and qualified. Any director may
be removed, either with or without cause, by a majority vote of the shares
present in person or by proxy at the regular meeting of shareholders, if any,
or at a special meeting. The vacancy created by such removal may be filled by
the shareholders at the time of the removal.
SHAREHOLDER LIABILITY. The shareholders of CrestFunds have no personal
liability for acts or obligations of CrestFunds.
LIABILITY OF DIRECTORS. The Articles of Incorporation provide that, to the
fullest extent permitted by Maryland law, no director or officer of CrestFunds
shall be liable to CrestFunds or to its shareholders for damages, except for
liabilities arising from such person's willful misfeasance, bad faith, gross
negligence or reckless disregard of that person's duties. The Articles of
Incorporation provide that CrestFunds will indemnify their directors and
officers to the fullest extent permitted under Maryland law.
LIQUIDATION OR DISSOLUTION. In the event of a liquidation or dissolution
of CrestFunds' shareholders of each class of common stock shall be entitled
to receive, as a class, out of the assets of CrestFunds available for
distribution to shareholders, the assets belonging to such class. Such assets
shall be distributed among such shareholders in proportion to the number of
shares of such class held by them. In the event that there are any assets not
belonging to any particular class of stock and available for distribution, such
distribution shall be made to the holders of stock of all classes of common
stock in proportion to the asset value of the respective classes of common
stock.
The foregoing is only a summary of certain rights of shareholders of the
STI Funds and CrestFunds under their governing charter documents and By-Laws,
state law and the 1940 Act and is not a complete description of provisions
contained in those sources. Shareholders should refer to the provisions of
state law, the 1940 Act and rules thereunder directly for a more thorough
description.
INFORMATION ABOUT THE STI FUNDS AND CRESTFUNDS
-73-
<PAGE>
Information concerning the operation and management of the STI Funds is
incorporated herein by reference to the current prospectuses relating to the
participating Existing STI Funds dated September 28, 1998, as supplemented
through October 27, 1998, and the participating New STI Funds dated
__________, 1999, which are incorporated by reference herein solely with
respect to those participating Funds and copies of which accompany this Proxy
Statement/Prospectus. Additional information about the STI Funds is included
in the Statements of Additional Information for the Existing STI Funds dated
September 28, 1998, and for the New STI Funds dated __________, 1999, which
are available upon request and without charge by calling 1-800-874-4770.
Information about the CrestFunds is included in the current prospectuses
relating to those Funds dated March 31, 1998, as supplemented through January
15, 1999, which are incorporated by reference herein solely with respect to
those Funds and are available upon request and without charge by calling
1-800-xxx-xxxx. Additional information is included in the Statements of
Additional Information of CrestFunds dated March 31, 1998, which are
available upon request and without charge by calling 1-800-273-7827. Each
Statement of Additional Information has been filed with the SEC.
The STI Funds and CrestFunds are each subject to the informational
requirements of the Securities Exchange Act of 1934 and the 1940 Act, and in
accordance therewith file reports and other information, including proxy
material and charter documents, with the SEC. These items may be inspected and
copied at the Public Reference Facilities maintained by the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the SEC's Regional Offices located
at Northwest Atrium Center, 500 West Madison St., Chicago, IL 60661-2511 and
Seven World Trade Center, Suite 1300, New York, NY 10048.
INTEREST OF CERTAIN PERSONS IN THE TRANSACTIONS. SunTrust may be deemed to
have an interest in the Reorganization because certain of its subsidiaries
provide investment advisory services to the STI Funds and the CrestFunds
pursuant to advisory agreements with the Funds. Future growth of the STI Funds
can be expected to increase the total amount of fees payable to these
subsidiaries and to reduce the number of fees required to be waived to maintain
total fees of the Funds at agreed upon levels.
As of December 18, 1998, Crestar Bank controlled or held with power to
vote more than 25% of the outstanding shares of each of the CrestFunds in a
trust, agency, custodial or other fiduciary or representative capacity.
Accordingly, Crestar Bank may be deemed to control each of the CrestFunds and
may be able to greatly affect (if not determine) the outcome of the
shareholder vote on the Reorganization. Crestar Bank, an indirect
wholly-owned subsidiary of SunTrust, is the parent of CAMCO, the adviser of
the CrestFunds.
FINANCIAL STATEMENTS. The financial statements of the Existing STI Funds
contained in the STI Funds annual report to shareholders for the fiscal year
ended May 31, 1998 have been audited by Arthur Andersen, LLP, its independent
accountants. These financial statements, as well as interim financial
statements for the Existing STI Funds dated as of November 30, 1998 and pro
forma financial statements reflecting the participating STI Funds after the
Reorganization (other than the STI Capital Growth Fund whose corresponding
CrestFund, as of February 22, 1999, had a net asset value which was not more
than 10 percent of the STI Capital Growth Fund's net asset value), are
incorporated by reference into this Proxy Statement/Prospectus insofar as such
financial statements relate to the participating STI Funds, and not to any other
Funds that are part of the STI Fund families and described therein.
-74-
<PAGE>
The financial statements of the CrestFunds contained in CrestFunds's annual
report to shareholders for the fiscal year ended November 30, 1998 have been
audited by Deloitte & Touche LLP, its independent accountants. These financial
statements and the STI Funds' pro forma financial statements reflecting the
participating STI Funds after the Reorganization, are incorporated by reference
into this Proxy Statement/Prospectus. A copy of STI Funds' and CrestFunds'
Annual Reports, which include discussions of the performance of the STI Funds
and the CrestFunds, respectively, accompany this Proxy Statement/Prospectus.
The STI Funds and CrestFunds each will furnish, without charge, a copy of its
most recent Semi-Annual Report succeeding such Annual Report, if any, on
request. Requests should be directed to the STI Funds at SEI Investments
Distribution Co., Oaks, PA 19456 or by calling 1-800-xxx-xxxx and to CrestFunds
at ______________ or by calling 1-800-273-7827.
THE BOARD OF DIRECTORS OF THE CRESTFUNDS PORTFOLIOS RECOMMEND THAT YOU VOTE FOR
APPROVAL OF THE REORGANIZATION AGREEMENT.
VOTING MATTERS
GENERAL INFORMATION. This Proxy Statement/Prospectus is being furnished
in connection with the solicitation of proxies by the Boards of Directors of
the CrestFunds in connection with the Meeting. It is expected that the
solicitation of proxies will be primarily by mail. Officers and service
contractors of the STI Funds and CrestFunds may also solicit proxies by
telephone, facsimile, Internet or in person. The cost of solicitation will
be borne in part, directly or indirectly, by each of the STI Funds, the
CrestFunds and/or the Trust.
VOTING RIGHTS AND REQUIRED VOTE. Each share of the CrestFunds is entitled
to one vote. Approval of the Reorganization Agreement with respect to each
CrestFund requires the affirmative vote of a majority of the aggregate number of
votes entitled to be cast. Any shareholder giving a proxy may revoke it at any
time before it is exercised by submitting to CrestFunds a written notice of
revocation or a subsequently executed proxy or by attending the Meeting and
voting in person. The proposed Reorganization of the CrestFunds will be voted
upon separately by the shareholders of the respective Funds. The consummation
of each Fund's Reorganization is not conditioned on the approval of the other.
Shares represented by a properly executed proxy will be voted in accordance
with the instructions thereon, or if no specification is made, the shares will
be voted "FOR" the approval of the Reorganization Agreement. It is not
anticipated that any matters other than the adoption of the Reorganization
Agreement will be brought before the Meeting. Should other business properly be
brought before the Meeting, it is intended that the accompanying proxies will be
voted in accordance with the judgment of the persons named as such proxies. For
the purposes of determining the presence of a quorum for transacting business at
the Meeting, abstentions and broker "non-votes" (that is, proxies from brokers
or nominees indicating that such persons have not received instructions from the
beneficial owners or other persons entitled to vote shares on a particular
matter with respect
-75-
<PAGE>
to which the brokers or nominees do not have discretionary power) will be
treated as shares that are present but which have not been voted. For this
reason, abstentions and broker non-votes will have the effect of a "no" vote for
purposes of obtaining the requisite approval of the Reorganization Agreement.
If sufficient votes in favor of the proposals set forth in the Notice of
the Special Meeting are not received by the time scheduled for the meeting, the
persons named as proxies may propose one or more adjournments of the Meeting for
a reasonable period of time to permit further solicitation of proxies with
respect to the proposals. Any such adjournment will require the affirmative
vote of a majority of the votes cast on the question in person or by proxy at
the session of the Meeting to be adjourned. The persons named as proxies will
vote in favor of such adjournment those proxies which they are entitled to vote
in favor of the proposals. They will vote against any such adjournment those
proxies required to be voted against the proposals. The costs of any additional
solicitation and of any adjourned session will be borne by CrestFunds, the STI
Funds and/or the Trust.
RECORD DATE AND OUTSTANDING SHARES. Only shareholders of record of the
CrestFunds at the close of business on March 5, 1999 (the "Record Date") are
entitled to notice of and to vote at the Meeting and any postponement or
adjournment thereof. At the close of business on the Record Date there were
outstanding and entitled to vote:
CrestFunds Shares of common stock
---------- ----------------------
Capital Appreciation Fund . . . . . . . . .
Special Equity Fund . . . . . . . . . . . .
Intermediate Bond Fund . . . . . . . . . .
Limited Term Bond Fund . . . . . . . . . .
Cash Reserve Fund . . . . . . . . . . . . .
U.S. Treasury Money Fund . . . . . . . . .
Government Bond Fund . . . . . . . . . . .
Tax Free Money Fund . . . . . . . . . . . .
Value Fund . . . . . . . . . . . . . . . .
Virginia Municipal Bond Fund . . . . . . .
Virginia Intermediate Municipal Bond Fund .
Maryland Municipal Bond Fund . . . . . . .
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<PAGE>
Maximum Growth Portfolio . . . . . . . . .
Growth and Income Portfolio . . . . . . . .
Balanced Portfolio . . . . . . . . . . . .
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
CRESTFUNDS. As of the Record Date, the officers and Directors of the
CrestFunds as a group, beneficially owned less than 1% of the outstanding Trust
Class, Investor Class A and Investor Class B shares of the CrestFunds. As of
the Record Date, to the best of the knowledge of the CrestFunds, the following
persons owned of record or beneficially 5% or more of the outstanding shares of
each of the three classes of the following CrestFunds:
PERCENTAGE
NAME AND ADDRESS FUND/CLASS OWNERSHIP TYPE OF OWNERSHIP
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* Record and Beneficial Ownership.
** Record Ownership Only.
+ Beneficial Owner Only.
STI FUNDS. As of the Record Date, the officers and Trustees of the
participating STI Funds as a group, beneficially owned less than 1% of the
outstanding Trust Shares, Investor Shares and Flex Shares of the participating
STI Funds. As of the Record Date, to the best of the knowledge of the STI
Funds, the following persons owned of record or beneficially 5% or more of the
outstanding shares of each of the three classes of the following STI Funds:
-77-
<PAGE>
PERCENTAGE
NAME AND ADDRESS FUND/CLASS OWNERSHIP TYPE OF OWNERSHIP
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* Record and Beneficial Ownership.
** Record Ownership Only.
+ Beneficial Owner Only.
EXPENSES. In order to obtain the necessary quorum at the Meeting,
additional solicitations may be made by mail, telephone, telegraph, facsimile or
personal interview by representatives of the Trust or the Advisers at an
estimated cost of approximately $______. All costs of solicitation (including
the printing and mailing of this proxy statement, meeting notice and form of
proxy, as well as any necessary supplementary solicitations) will be paid by
CrestFunds, the Trust and/or SunTrust. Persons holding shares as nominees will,
upon request, be reimbursed for their reasonable expenses in sending soliciting
material to their principals.
OTHER BUSINESS
The Board of Directors of CrestFunds knows of no other business to be
brought before the Meeting. However, if any other matters come before the
Meeting, it is the intention that proxies which do not contain specific
restrictions to the contrary will be voted on such matters in accordance with
the judgment of the persons named in the enclosed form of proxy.
SHAREHOLDER INQUIRIES
CRESTFUNDS. Shareholder inquiries may be addressed to CrestFunds in
writing at the address on the cover page of this Proxy Statement/Prospectus or
by telephoning 1-800-xxx-xxxx.
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<PAGE>
STI FUNDS. Shareholder inquiries may be addressed to STI Funds in writing
at SEI Investments Distribution Co. or by calling 1-800-xxx-xxxx.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING ARE REQUESTED
TO VOTE BY MAIL, PHONE, FAX, THE INTERNET, OR IN PERSON AT THE MEETING.
INFORMATION ON THE VARIOUS MANNERS OF VOTING ARE SET FORTH IN THE ENCLOSED
PROXY.
By the Order of the Board of Directors,
David M. Carter
Secretary
CrestFunds, Inc.
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<PAGE>
EXHIBIT A
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this __ day of _____, 1999, by and between STI Classic Funds, a Massachusetts
business trust, with its principal place of business at 2 Oliver Street, Boston,
MA 02109 (the "Trust"), with respect to its Capital Growth Fund, Small Cap
Growth Stock Fund, Investment Grade Bond Fund, Short-Term Bond Fund, U.S.
Government Securities Fund, Prime Quality Money Market Fund, U.S. Treasury Money
Market Fund, Tax-Free Money Market Fund, Growth and Income Fund, Virginia
Municipal Bond Fund, Virginia Intermediate Municipal Bond Fund, Maryland
Municipal Bond Fund, Life Vision Maximum Growth Portfolio, Life Vision Growth
and Income Portfolio and Life Vision Balanced Portfolio, each a separate
investment portfolio of the Trust (each an "Acquiring Fund" and, together, the
"Acquiring Funds"), and CrestFunds, Inc., a Maryland corporation, with its
principal place of business 32 South Street, Baltimore, MD 21202 ("CrestFunds"),
with respect to its Capital Appreciation Fund, Special Equity Fund, Intermediate
Bond Fund, Limited Term Bond Fund, Government Bond Fund, Cash Reserve Fund, U.S.
Treasury Money Fund, Tax Free Money Fund, Value Fund, Virginia Municipal Bond
Fund, Virginia Intermediate Municipal Bond Fund, Maryland Municipal Bond Fund,
Maximum Growth Portfolio, Growth and Income Portfolio and Balanced Portfolio,
each a separate investment portfolio of CrestFunds (each a "Selling Fund" and,
together the "Selling Funds" and, collectively with the Acquiring Funds, the
"Funds").
This Agreement is intended to be, and is adopted as, a plan of
reorganization and liquidation within the meaning of Section 368(a) of the
United States Internal Revenue Code of 1986, as amended (the "Code"). The
reorganization will consist of (i) the transfer of all of the assets of each
Selling Fund in exchange for, as applicable, Trust Shares, Investor Shares, Flex
Shares of beneficial interest, no par value per share, of its respective
Acquiring Fund ("Acquiring Fund Shares") as set forth on Schedule A attached
hereto; (ii) the assumption by each Acquiring Fund of the identified liabilities
of each Selling Fund; and (iii) the distribution, after the Closing Dates
hereinafter referred to, of the Acquiring Fund Shares to the shareholders of
each Selling Fund and the liquidation of each Selling Fund as provided herein,
all upon the terms and conditions set forth in this Agreement (the
"Reorganization").
WHEREAS, each Acquiring Fund and each Selling Fund is a separate investment
series of the Trust and CrestFunds, respectively, and the Trust and CrestFunds
are open-end, registered management investment companies and each Selling Fund
owns securities that generally are assets of the character in which its
respective Acquiring Fund is permitted to invest;
WHEREAS, each Fund is authorized to issue its shares of beneficial interest
or shares of common stock, as the case may be;
WHEREAS, the Trustees of the Trust have determined that the Reorganization,
with respect to each Acquiring Fund, is in the best interests of each Acquiring
Fund's shareholders
<PAGE>
and that the interests of the existing shareholders of the Acquiring Fund will
not be diluted as a result of the Reorganization;
WHEREAS, the Directors of CrestFunds have determined that the
Reorganization, with respect to each Selling Fund, is in the best interests of
the Selling Fund's shareholders and that the interests of the existing
shareholders of the Selling Fund will not be diluted as a result of the
Reorganization;
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows;
ARTICLE I
TRANSFER OF ASSETS OF THE SELLING FUNDS IN EXCHANGE FOR ACQUIRING FUND SHARES
AND THE ASSUMPTION OF SELLING FUNDS' LIABILITIES AND
LIQUIDATION OF THE SELLING FUNDS
1.1 THE EXCHANGE. Subject to the terms and conditions contained herein
and on the basis of the representations and warranties contained herein, each
Selling Fund agrees to transfer all of its assets, as set forth in paragraph
1.2, to its respective Acquiring Fund. In exchange, each Acquiring Fund agrees:
(i) to deliver to its respective Selling Funds the number of full and fractional
shares of the Acquiring Fund Shares, determined by (a) multiplying the shares
outstanding of each class of the Selling Fund by (b) the ratio computed by
dividing (x) the net asset value per share of each such class of the Selling
Fund by (y) the net asset value per share of the corresponding class of
Acquiring Fund Shares computed in the manner and as of the time and date set
forth in paragraph 2.2; and (ii) to assume the identified liabilities of the
Selling Fund, as set forth in paragraph 1.3. Such transactions shall take place
at the closing provided for in paragraph 3.1.
1.2 ASSETS TO BE ACQUIRED. The assets of each Selling Fund to be
acquired by its respective Acquiring Fund shall consist of all property,
including, without limitation, all cash, securities, commodities, interests in
futures and dividends or interest receivables, owned by the Selling Fund and any
deferred or prepaid expenses shown as an asset on the books of the Selling Fund
on its Closing Date.
Each Selling Fund has provided its respective Acquiring Fund with its most
recent audited financial statements, which contain a list of all of the Selling
Fund's assets as of the date of such statements. Each Selling Fund hereby
represents that as of the date of the execution of this Agreement, there have
been no changes in its financial position as reflected in said financial
statements other than those occurring in the ordinary course of business in
connection with the purchase and sale of securities and the payment of normal
operating expenses and the payment of dividends, capital gains distributions and
redemption proceeds to shareholders.
Each Selling Fund will, within a reasonable period of time prior to the
Closing Date, furnish each Acquiring Fund with a list of the Selling Fund's
portfolio securities and other
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investments. Each Acquiring Fund will, within a reasonable time prior to the
Closing Dates, furnish its respective Selling Fund with a list of the
securities, if any, on the Selling Fund's list referred to above that do not
conform to the Acquiring Fund's investment objectives, policies, and
restrictions. A Selling Fund, if requested by its Acquiring Funds, will dispose
of securities on the Acquiring Fund's list prior to the Closing Date. In
addition, if it is determined that the portfolios of a Selling Fund and its
Acquiring Fund, when aggregated, would contain investments exceeding certain
percentage limitations imposed upon the Acquiring Fund with respect to such
investments, the Selling Fund, if requested by the Acquiring Fund, will dispose
of a sufficient amount of such investments as may be necessary to avoid
violating such limitations as of the Closing Date. Notwithstanding the
foregoing, nothing herein will require a Selling Fund to dispose of any
investments or securities if, in the reasonable judgment of the Selling Fund's
directors or adviser, such disposition would adversely affect the tax-free
nature of the Reorganization or would violate their fiduciary duties to the
Selling Fund's shareholders.
1.3 LIABILITIES TO BE ASSUMED. Each Selling Fund will endeavor to
discharge all of its known liabilities and obligations prior to the Closing
Date. Each Acquiring Fund shall assume only those liabilities, expenses, costs,
charges and reserves reflected on a Statement of Assets and Liabilities of its
respective Selling Fund prepared on behalf of the Selling Fund, as of the
Valuation Date (as defined in paragraph 2.1), in accordance with generally
accepted accounting principles consistently applied from the prior audited
period. Each Acquiring Fund shall assume only those liabilities of its
respective Selling Fund reflected in its Statement of Assets and Liabilities and
shall not assume any other liabilities, whether absolute or contingent, known or
unknown, accrued or unaccrued, all of which shall remain the obligation of the
Selling Fund.
In addition, upon completion of the Reorganization, for purposes of
calculating the maximum amount of sales charges (including asset based sales
charges) permitted to be imposed by an Acquiring Fund under the National
Association of Securities Dealers, Inc. ("NASD") Conduct Rule 2830 (the "Maximum
Amount"), each Acquiring Fund will add to the Maximum Amount immediately prior
to the Reorganization, the Maximum Amount of each Selling Fund immediately prior
to the Reorganization, calculated in accordance with NASD Conduct Rule 2830.
1.4 Prior to each Closing Date, the Trust and CrestFunds shall file
appropriate Articles of Transfer pursuant to the laws of the State of Maryland,
effective as of each respective Closing Date.
1.5 LIQUIDATION AND DISTRIBUTION. On or as soon after its Closing Date
as is conveniently practicable (the "Liquidation Date"): (a) each Selling Fund
will distribute in complete liquidation of the Selling Fund, pro rata to its
shareholders of record, determined as of the close of business on the Valuation
Date (the "Selling Fund Shareholders"), all of the Acquiring Fund Shares
received by the Selling Fund pursuant to paragraph 1.1; and (b) the Selling Fund
will thereupon proceed to dissolve and terminate as set forth in paragraph 1.9
below. Such distribution will be accomplished by the transfer of Acquiring Fund
Shares credited to the account of the Selling Fund on the books of the Acquiring
Fund to open accounts on the
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share records of the Acquiring Fund in the name of the Selling Fund
Shareholders, and representing the respective pro rata number of Acquiring Fund
Shares due such shareholders. All issued and outstanding shares of the Selling
Fund will simultaneously be canceled on the books of the Selling Fund. The
Acquiring Fund shall not issue certificates representing Acquiring Fund Shares
in connection with such transfer. Each Selling Fund Shareholder shall have the
right to receive any unpaid dividends or other distributions that were declared
by the Selling Fund before the Effective Time with respect to Selling Fund
shares that are held of record by a Selling Fund Shareholder at the Effective
Time on the Closing Date.
1.6 OWNERSHIP OF SHARES. Ownership of Acquiring Fund Shares will be
shown on the books of each Acquiring Fund's transfer agent. Shares of each
Acquiring Fund will be issued simultaneously to its corresponding Selling Fund,
in an amount equal in value to the net asset value of each Selling Fund's
shares, to be distributed to shareholders of each Selling Fund.
1.7 TRANSFER TAXES. Any transfer taxes payable upon the issuance of
Acquiring Fund Shares in a name other than the registered holder of the Selling
Fund shares on the books of the Selling Fund as of that time shall, as a
condition of such issuance and transfer, be paid by the person to whom such
Acquiring Fund Shares are to be issued and transferred.
1.8 REPORTING RESPONSIBILITY. Any reporting responsibility of each
Selling Fund is and shall remain the responsibility of the Selling Fund, up to
and including the Closing Date, and such later date on which the Selling Fund is
terminated.
1.9 TERMINATION. Each Selling Fund shall be terminated promptly
following its Closing Date and the making of all distributions pursuant to
paragraph 1.5.
1.10 Subject to the conditions set forth in this Agreement, the failure
of one of the Selling Funds to consummate the transactions contemplated hereby
shall not affect the consummation or validity of a Reorganization with respect
to any other Selling Fund, and the provisions of this Agreement shall be
construed to effect this intent, including, without limitation, as the context
requires, construing the terms "Acquiring Fund" and "Selling Fund" as meaning
only those series of the Trust and CrestFunds, respectively, which are involved
in a Reorganization as of the Closing Dates.
ARTICLE II
VALUATION
2.1 VALUATION OF ASSETS. The value of a Selling Fund's assets to be
acquired by its respective Acquiring Fund hereunder shall be the value of such
assets computed as of the close of normal trading on the New York Stock Exchange
("NYSE") on the business day immediately prior to each respective Closing Date
(such time and date being hereinafter called a "Valuation Date"), using the
valuation procedures set forth in the Trust's Declaration of Trust and each
Acquiring Fund's then current prospectuses and statements of additional
information or such other valuation procedures as shall be mutually agreed upon
by the parties. Each Acquiring
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Fund and Selling Fund agrees, however, to use all commercially reasonable
efforts to resolve any material pricing differences between the prices of
portfolio securities determined in accordance with the pricing policies and
procedures of a Selling Fund and those determined in accordance with the pricing
policies and procedures of its respective Acquiring Fund.
2.2 VALUATION OF SHARES. The net asset value per share of Acquiring
Fund Shares shall be the net asset value per share computed as of the close of
normal trading on the NYSE on the Valuation Date, using the valuation procedures
set forth in the Trust's Declaration of Trust and each Acquiring Fund's then
current prospectuses and statements of additional information.
2.3 SHARES TO BE ISSUED. The number of each Acquiring Fund's shares of
each class to be issued (including fractional shares, if any) in exchange for
its respective Selling Fund's assets, shall be determined by (a) multiplying the
shares outstanding of each class of the Selling Fund by (b) the ratio computed
by (x) dividing the net asset value per share of the Selling Fund of each of its
classes by (y) the net asset value per share of the corresponding classes of the
Acquiring Fund determined in accordance with paragraph 2.2 [(a) x (b), where
(b)=(x)DIVIDED BY(y)]. Holders of Trust Class Shares, Investor Class A Shares,
and Investor Class B Shares of the Selling Fund will receive Trust Shares,
Investor Shares and Flex Shares, respectively, of the Acquiring Fund; provided
however, that holders of Investor Class B Shares of the Cash Reserve Fund will
receive Investor Shares of the STI Classic Prime Quality Money Market Fund and
holders of Investor Class A Shares of the CrestFunds Special Equity Fund will
receive Trust Shares of the STI Classic Small Cap Growth Stock Fund.
2.4 DETERMINATION OF VALUE. All computations of value shall be made by
SunTrust Bank, Atlanta in accordance with its regular practice in pricing the
shares and assets of each Acquiring Fund.
2.5 MONEY MARKET FUND VALUE. It is understood and agreed that the value
of the assets of the Cash Reserve Fund and the value of shares of the
corresponding Acquiring Fund, the Prime Quality Money Market Fund, for purposes
of sales and redemptions shall be based on the amortized cost valuation
procedures that have been adopted by the Board of Directors of CrestFunds and
the Board of Trustees of the Trust, respectively; PROVIDED that if the
difference between the per share net asset values of Cash Reserve Fund and the
Prime Quality Money Market Fund equals or exceeds $.0025, as next regularly
computed immediately prior to the Valuation Date by using such market values in
accordance with the policies and procedures established by the Trust (or as
otherwise mutually determined by the Board of Directors of CrestFunds and the
Board of Trustees of the Trust, either the Board of Directors of CrestFunds or
the Board of Trustees of the Trust shall have the right to postpone the
Valuation Date and the Closing Date of the Reorganization with respect to such
Cash Reserve Fund until such time as the per share difference is less than
$.0025.
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ARTICLE III
CLOSING AND CLOSING DATES
3.1 CLOSING DATES. The closing (the "Closing") shall occur in two
steps. There will be a separate closing on or about May 15, 1999 for the
CrestFunds' Capital Appreciation Fund, Special Equity Fund, Intermediate Bond
Fund, Limited Term Bond Fund, Government Bond Fund, Cash Reserve Fund and a
separate closing on May 22, 1999 for the CrestFunds' U.S. Treasury Money Fund,
Tax Free Money Fund, Value Fund, Virginia Municipal Bond Fund, Virginia
Intermediate Municipal Bond Fund, Maryland Municipal Bond Fund, Maximum Growth
Portfolio, Growth and Income Portfolio and Balanced Portfolio, or such other
date(s) as the parties may agree to in writing (the "Closing Dates"). All acts
taking place at the Closing shall be deemed to take place immediately prior to
the Closing Dates unless otherwise provided. The Closing shall be held as of
9:00 a.m. (the "Effective Time") at the offices of the SEI Investments, One
Freedom Valley Drive, Oaks, PA 19456, or at such other time and/or place as the
parties may agree.
3.2 CUSTODIAN'S CERTIFICATE. Crestar Bank, as custodian for each
Selling Fund (the "Custodian"), shall deliver at the Closing a certificate of an
authorized officer stating that: (a) each Selling Fund's portfolio securities,
cash, and any other assets shall have been delivered in proper form to its
respective Acquiring Fund on the Closing Dates; and (b) all necessary taxes
including all applicable federal and state stock transfer stamps, if any, shall
have been paid, or provision for payment shall have been made, in conjunction
with the delivery of portfolio securities by the Selling Fund.
3.3 EFFECT OF SUSPENSION IN TRADING. In the event that on the Valuation
Date, either: (a) the NYSE or another primary exchange on which the portfolio
securities of an Acquiring Fund or a Selling Fund are purchased or sold, shall
be closed to trading or trading on such exchange shall be restricted; or (b)
trading or the reporting of trading on the NYSE or elsewhere shall be disrupted
so that accurate appraisal of the value of the net assets of an Acquiring Fund
or a Selling Fund is impracticable, the Valuation Date shall be postponed until
the first business day after the day when trading is fully resumed and reporting
is restored.
3.4 TRANSFER AGENT'S CERTIFICATE. Crestar Bank, as transfer agent for
each Selling Fund as of the Closing Dates, shall deliver at the Closing a
certificate of an authorized officer stating that its records contain the names
and addresses of Selling Fund Shareholders, and the number and percentage
ownership of outstanding shares owned by each such shareholder immediately prior
to the Closing. Each Acquiring Fund shall issue and deliver or cause Federated
Services Company, its transfer agent, to issue and deliver a confirmation
evidencing Acquiring Fund Shares to be credited on the Closing Dates to the
Secretary of CrestFunds or provide evidence satisfactory to the Selling Fund
that such Acquiring Fund Shares have been credited to the Selling Fund's account
on the books of the Acquiring Fund. At the Closing, each party shall deliver to
the other such bills of sale, checks, assignments, share certificates, receipts
and other documents, if any, as such other party or its counsel may reasonably
request.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1 REPRESENTATIONS OF THE SELLING FUNDS. Each Selling Fund represents
and warrants to its respective Acquiring Fund as follows:
(a) The Selling Fund is a separate investment series of a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Maryland.
(b) The Selling Fund is a separate investment series of a
Maryland corporation that is registered as an open-end management investment
company, and its registration with the Securities and Exchange Commission (the
"Commission") as an investment company under the Investment Company Act of 1940
(the "1940 Act"), is in full force and effect.
(c) The current prospectuses and statements of additional
information of the Selling Fund conform in all material respects to the
applicable requirements of the Securities Act of 1933 (the "1933 Act") and the
1940 Act, and the rules and regulations thereunder, and do not include any
untrue statement of a material fact or omit to state any material fact required
to be stated or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(d) The Selling Fund is not, and the execution, delivery, and
performance of this Agreement (subject to shareholder approval) will not result
in the violation of any provision of CrestFunds' Articles of Incorporation or
By-Laws or of any material agreement, indenture, instrument, contract, lease, or
other undertaking to which the Selling Fund is a party or by which it is bound.
(e) The Selling Fund has no material contracts or other
commitments (other than this Agreement) that will be terminated with liability
to it prior to the Closing Date, except for liabilities, if any, to be
discharged or reflected in the Statement of Assets and Liabilities as provided
in paragraph 1.3 hereof.
(f) Except as otherwise disclosed in writing to and accepted by
the Acquiring Fund, no litigation, administrative proceeding, or investigation
of or before any court or governmental body is presently pending or to its
knowledge threatened against the Selling Fund or any of its properties or
assets, which, if adversely determined, would materially and adversely affect
its financial condition, the conduct of its business, or the ability of the
Selling Fund to carry out the transactions contemplated by this Agreement. The
Selling Fund knows of no facts that might form the basis for the institution of
such proceedings and are not a party to or subject to the provisions of any
order, decree, or judgment of any court or governmental body that materially and
adversely affects the Selling Fund's business or its ability to consummate the
transactions contemplated herein.
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(g) The financial statements of the Selling Fund are in
accordance with generally accepted accounting principles, and such statements
(copies of which have been furnished to the Acquiring Funds) fairly reflect the
financial condition of the Selling Fund as of November 30, 1998, and there are
no known contingent liabilities of the Selling Fund as of that date not
disclosed in such statements.
(h) Since November 30, 1998 there have been no material adverse
changes in the Selling Fund's financial condition, assets, liabilities for
business (other than changes occurring in the ordinary course of business), or
any incurrence by the Selling Fund of indebtedness maturing more than one year
from the date such indebtedness was incurred, except as otherwise disclosed to
and accepted by the Acquiring Fund. For the purposes of this subparagraph (h),
a decline in the net asset value of the Selling Fund shall not constitute a
material adverse change.
(i) At the Closing Date, all federal and other tax returns and
reports of the Selling Fund required by law to be filed by such date, shall have
been filed, and all federal and other taxes shown due on such returns and
reports shall have been paid, or provision shall have been made for the payment
thereof. To the best of the Selling Fund's knowledge, no such return is
currently under audit, and no assessment has been asserted with respect to such
returns.
(j) All issued and outstanding shares of the Selling Fund are,
and at the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable by the Selling Fund. All of the issued and outstanding
shares of the Selling Fund will, at the time of the Closing Date, be held by the
persons and in the amounts set forth in the records of the Selling Fund's
transfer agent as provided in paragraph 3.4. The Selling Fund has no
outstanding options, warrants, or other rights to subscribe for or purchase any
of the Selling Fund shares, and has no outstanding securities convertible into
any of the Selling Fund shares.
(k) At the Closing Date, the Selling Fund will have good and
marketable title to the Selling Fund's assets to be transferred to the Acquiring
Fund pursuant to paragraph 1.2, and full right, power, and authority to sell,
assign, transfer, and deliver such assets hereunder, and, upon delivery and
payment for such assets, and the filing of Articles of Transfer pursuant to the
laws of the State of Maryland, the Acquiring Fund will acquire good and
marketable title, subject to no restrictions on the full transfer of such
assets, including such restrictions as might arise under the 1933 Act, other
than as disclosed to and accepted by the Acquiring Fund.
(l) The execution, delivery, and performance of this Agreement
have been duly authorized by all necessary action on the part of the Selling
Fund. Subject to approval by the Selling Fund Shareholders, this Agreement
constitutes a valid and binding obligation of the Selling Fund, enforceable in
accordance with its terms, subject as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium, and other laws relating to or affecting creditors'
rights and to general equity principles.
(m) The information to be furnished by the Selling Fund for use
in no-action letters, applications for orders, registration statements, proxy
materials, and other documents that
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may be necessary in connection with the transactions contemplated herein shall
be accurate and complete in all material respects and shall comply in all
material respects with federal securities and other laws and regulations.
(n) From the effective date of the Registration Statement (as
defined in paragraph 5.7), through the time of the meeting of the Selling Fund
Shareholders and on the Closing Date, any written information furnished by the
Selling Fund with respect to the Selling Fund for use in the Prospectus/Proxy
Statement (as defined in paragraph 5.7), the Registration Statement or any other
materials provided in connection with the Reorganization, does not and will not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated or necessary to make the statements, in light of the
circumstances under which such statements were made, not misleading.
(o) The Selling Fund has elected to qualify and has qualified as
a "regulated investment company" under the Code, as of and since its first
taxable year; has been a "regulated investment company" under the Code at all
times since the end of its first taxable year when it so qualified; and
qualifies and shall continue to qualify as a "regulated investment company"
under the Code for its taxable year ending upon its liquidation.
(p) No governmental consents, approvals, authorizations or
filings are required under the 1933 Act, the Securities Exchange Act of 1934
(the "1934 Act"), the 1940 Act or Maryland law for the execution of this
Agreement by CrestFunds, for itself and on behalf of each Selling Fund, except
for the effectiveness of the Registration Statement, the necessary exemptive
relief requested from the Commission or its staff with respect to Sections 17(a)
and 17(b) of the 1940 Act, and the filing of Articles of Transfer pursuant to
Maryland law, and except for such other consents, approvals, authorizations and
filings as have been made or received, and such consents, approvals,
authorizations and filings as may be required subsequent to the Closing Date, it
being understood, however, that this Agreement and the transactions contemplated
herein must be approved by the shareholders of the Selling Fund as described in
paragraph 5.2.
4.2 REPRESENTATIONS OF THE ACQUIRING FUNDS. Each Acquiring Fund
represents and warrants to its respective Selling Fund as follows:
(a) The Acquiring Fund is a separate investment series of a
Massachusetts business trust, duly organized, validly existing and in good
standing under the laws of the Commonwealth of Massachusetts.
(b) The Acquiring Fund is a separate investment series of a
Massachusetts business trust that is registered as open-end management
investment company, and its registration with the Commission as an investment
company under the 1940 Act is in full force and effect.
(c) The current prospectuses and statements of additional
information of the Acquiring Fund conform in all material respects to the
applicable requirements of the 1933 Act
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and the 1940 Act and the rules and regulations thereunder, and do not include
any untrue statement of a material fact or omit to state any material fact
required to be stated or necessary to make such statements therein, in light of
the circumstances under which they were made, not misleading.
(d) The Acquiring Fund is not, and the execution, delivery and
performance of this Agreement will not result, in violation of the Trust's
Declaration of Trust or By-Laws or of any material agreement, indenture,
instrument, contract, lease, or other undertaking to which the Acquiring Fund is
a party or by which it is bound.
(e) Except as otherwise disclosed in writing to the Selling Fund
and accepted by the Selling Fund, no litigation, administrative proceeding or
investigation of or before any court or governmental body is presently pending,
or to its knowledge, threatened against the Acquiring Fund or any of its
properties or assets, which, if adversely determined, would materially and
adversely affect its financial condition and the conduct of its business or the
ability of the Acquiring Fund to carry out the transactions contemplated by this
Agreement. The Acquiring Fund knows of no facts that might form the basis for
the institution of such proceedings and it is not a party to or subject to the
provisions of any order, decree, or judgment of any court or governmental body
that materially and adversely affects its business or its ability to consummate
the transaction contemplated herein.
(f) The financial statements of the Acquiring Fund are in
accordance with generally accepted accounting principles, and such statements
(copies of which have been furnished to the Selling Funds) fairly reflect the
financial condition of the Acquiring Fund as of November 30, 1998, and there are
no known contingent liabilities of the Acquiring Fund as of such date which are
not disclosed in such statements.
(g) Since November 30, 1998 there have been no material adverse
changes in the Acquiring Fund's financial condition, assets, liabilities, or
business (other than changes occurring in the ordinary course of business), or
any incurrence by the Acquiring Fund of indebtedness maturing more than one year
from the date such indebtedness was incurred, except as otherwise disclosed to
and accepted by the Selling Fund. For the purposes of this subparagraph (g), a
decline in the net asset value of the Acquiring Fund shall not constitute a
material adverse change.
(h) At the Closing Date, all federal and other tax returns and
reports of the Acquiring Funds required by law to be filed by such date shall
have been filed. All federal and other taxes shown due on such returns and
reports shall have been paid or provision shall have been made for their
payment. To the best of the Acquiring Funds' knowledge, no such return is
currently under audit, and no assessment has been asserted with respect to such
returns.
(i) All issued and outstanding Acquiring Fund Shares are, and at
the Closing Date will be, duly and validly issued and outstanding, fully paid
and non-assessable by the Acquiring Fund. The Acquiring Fund has no outstanding
options, warrants, or other rights to subscribe for or purchase any Acquiring
Funds Share, and there are no outstanding securities convertible into any
Acquiring Fund Shares.
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(j) The execution, delivery, and performance of this Agreement
have been duly authorized by all necessary action on the part of the Acquiring
Fund, and this Agreement constitutes a valid and binding obligation of the
Acquiring Fund, enforceable in accordance with its terms, subject as to
enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other
laws relating to or affecting creditors' rights and to general equity
principles.
(k) Acquiring Fund Shares to be issued and delivered to the
Selling Fund for the account of the Selling Fund Shareholders pursuant to the
terms of this Agreement will, at the Closing Date, have been duly authorized.
When so issued and delivered, such shares will be duly and validly issued
Acquiring Fund Shares, and will be fully paid and non-assessable.
(l) The information to be furnished by the Acquiring Fund for
use in no-action letters, applications for orders, registration statements,
proxy materials, and other documents that may be necessary in connection with
the transactions contemplated herein shall be accurate and complete in all
material respects and shall comply in all material respects with federal
securities and other laws and regulations.
(m) From the effective date of the Registration Statement (as
defined in paragraph 5.7), through the time of the meeting of the Selling Fund
shareholders and on the Closing Dates, any written information furnished by the
Trust with respect to an Acquiring Fund for use in the Prospectus/Proxy
Statement (as defined paragraph 5.7), the Registration Statement or any other
materials provided in connection with the Reorganization, does not and will not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated or necessary to make the statements, in light of the
circumstances under which such statements were made, not misleading.
(n) The Acquiring Fund agrees to use all reasonable efforts to
obtain the approvals and authorizations required by the 1933 Act, the 1940 Act,
and any state Blue Sky or securities laws as it may deem appropriate in order to
continue its operations after the Closing Date.
(o) No governmental consents, approvals, authorizations or
filings are required under the 1933 Act, the 1934 Act, the 1940 Act or
Massachusetts law for the execution of this Agreement by the Trust, for itself
and on behalf of the Acquiring Fund, or the performance of the Agreement by the
Trust, for itself and on behalf of the Acquiring Fund, except for the
effectiveness of the Registration Statement, the necessary exemptive relief
requested from the Commission or its staff with respect to Sections 17(a) and
17(b) of the 1940 Act, and such other consents, approvals, authorizations and
filings as have been made or received, and except for such consents, approvals,
authorizations and filings as may be required subsequent to the Closing Date.
(p) The Acquiring Fund intends to qualify as a "regulated
investment company" under the Code, and with respect to each Acquiring Fund that
has conducted material investment operations prior to the Closing Date, the
Acquiring Fund has elected to qualify and has qualified as a "regulated
investment company" under the Code as of and since its first taxable year; has
been a "regulated investment company" under the Code at all times since the end
of its first taxable year when it so qualified; and qualifies and shall continue
to qualify as a "regulated investment company" under the Code for its current
taxable year.
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ARTICLE V
COVENANTS OF EACH ACQUIRING FUND AND EACH SELLING FUND
5.1 OPERATION IN ORDINARY COURSE. Subject to paragraph 8.5 each
Acquiring Fund and Selling Fund will operate its respective business in the
ordinary course between the date of this Agreement and the respective Closing
Date, it being understood that such ordinary course of business will include
customary dividends and distributions and shareholder redemptions.
5.2 APPROVAL OF SHAREHOLDERS. CrestFunds will call a meeting of Selling
Fund Shareholders to consider and act upon this Agreement and to take all other
action necessary to obtain approval of the transactions contemplated herein.
5.3 INVESTMENT REPRESENTATION. Each Selling Fund covenants that the
Acquiring Fund Shares to be issued pursuant to this Agreement are not being
acquired for the purpose of making any distribution, other than in connection
with the Reorganization and in accordance with the terms of this Agreement.
5.4 ADDITIONAL INFORMATION. Each Selling Fund will assist its
respective Acquiring Fund in obtaining such information as the Acquiring Fund
reasonably requests concerning the beneficial ownership of the Selling Fund's
shares.
5.5 FURTHER ACTION. Subject to the provisions of this Agreement, each
Acquiring Fund and its respective Selling Fund will each take or cause to be
taken, all action, and do or cause to be done, all things reasonably necessary,
proper or advisable to consummate and make effective the transactions
contemplated by this Agreement, including any actions required to be taken after
the applicable Closing Date.
5.6 STATEMENT OF EARNINGS AND PROFITS. As promptly as practicable, but
in any case within sixty days after the applicable Closing Date, each Selling
Fund shall furnish its respective Acquiring Fund, in such form as is reasonably
satisfactory to the Acquiring Fund, a statement of the earnings and profits of
the Selling Fund for federal income tax purposes that will be carried over by
the Acquiring Fund as a result of Section 381 of the Code, and which will be
reviewed by Deloitte & Touche LLP and certified by CrestFunds' Treasurer.
5.7 PREPARATION OF FORM N-14 REGISTRATION STATEMENT. The Trust will
prepare and file with the Commission a registration statement on Form N-14 under
the 1933 Act (the "Registration Statement"), relating to the Acquiring Fund
Shares, which, without limitation, shall include a proxy statement of each
Selling Fund and the prospectus of each Acquiring Fund relating to the
transaction contemplated by this Agreement (the "Prospectus/Proxy Statement").
The Registration Statement shall be in compliance with the 1933 Act, the 1934
Act and the 1940 Act. Each Selling Fund will provide its respective Acquiring
Funds with the materials and information necessary to prepare the
Prospectus/Proxy Statement for inclusion in the Registration Statement, in
connection with the meeting of the Selling Funds Shareholders to consider the
approval of this Agreement and the transactions contemplated herein.
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5.8 INDEMNIFICATION OF DIRECTORS. The Trust will assume all liabilities
and obligations of CrestFunds relating to any obligation of CrestFunds to
indemnify its current and former Directors and officers, acting in their
capacities as such, to the fullest extent permitted by law and the CrestFunds'
Articles of Incorporation, as in effect as of the date of this Agreement.
Without limiting the foregoing, the Trust agrees that all rights to
indemnification and all limitations of liability existing in favor of the
current and former Directors and officers, acting in their capacities as such,
under the CrestFunds' Articles of Incorporation as in effect as of the date of
this Agreement shall survive the Reorganization and shall continue in full force
and effect, without any amendment thereto, and shall constitute rights which may
be asserted against the Trust, its successors or assigns.
ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH SELLING FUND
The obligations of each Selling Fund to consummate the transactions
provided for herein shall be subject, at its election, to the performance by its
respective Acquiring Fund of all the obligations to be performed by it pursuant
to this Agreement on or before the applicable Closing Date, and, in addition
subject to the following conditions:
6.1 All representations, covenants, and warranties of the Acquiring Fund
contained in this Agreement shall be true and correct as of the date hereof and
as of its respective Closing Date, with the same force and effect as if made on
and as of that Closing Date. Each Acquiring Fund shall have delivered to its
respective Selling Fund a certificate executed in the Acquiring Fund's name by
the Trust's President or Vice President and its Treasurer or Assistant
Treasurer, in form and substance satisfactory to the Selling Fund and dated as
of the applicable Closing Date, to such effect and as to such other matters as
the Selling Fund shall reasonably request.
6.2 Each Selling Funds shall have received on the applicable Closing
Date an opinion from Morgan, Lewis & Bockius LLP, counsel to the Trust, dated as
of the Closing Date, in a form reasonably satisfactory to the Selling Fund,
covering the following points:
(a) Each Acquiring Fund is a separate investment series of a
Massachusetts business trust duly organized, validly existing and in good
standing under the laws of the Commonwealth of Massachusetts, and has the power
to own all of its properties and assets and to carry on its business as
presently conducted.
(b) Each Acquiring Fund is a separate investment series of a
Massachusetts business trust registered as an investment company under the 1940
Act, and, to such counsel's knowledge, such registration with the Commission is
in full force and effect.
(c) This Agreement has been duly authorized, executed, and
delivered by the Trust on behalf of each Acquiring Fund and, assuming due
authorization, execution and delivery of this Agreement by the Selling Funds, is
a valid and binding obligation of the Acquiring Funds enforceable against each
Acquiring Funds in accordance with its terms, subject as to enforcement, to
bankruptcy, insolvency, reorganization, moratorium, and other laws relating to
or affecting creditors' rights generally and to general equity principles.
13
<PAGE>
(d) Assuming that a consideration of not less than the net asset
value of Acquiring Fund Shares has been paid, Acquiring Fund Shares to be issued
and delivered to each Selling Fund on behalf of the Selling Fund Shareholders,
as provided by this Agreement, are duly authorized and upon such delivery will
be legally issued and outstanding and fully paid and non- assessable, and no
shareholder of an Acquiring Fund has any preemptive rights with respect to
Acquiring Fund Shares.
(e) The Registration Statement, has been declared effective by
the Commission and to such counsel's knowledge, no stop order under the 1933 Act
pertaining thereto has been issued, and to the knowledge of such counsel, no
consent, approval, authorization or order of any court or governmental authority
of the United States or the Commonwealth of Massachusetts is required for
consummation by the Acquiring Funds of the transactions contemplated herein,
except as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act,
and as may be required under state securities laws.
(f) The execution and delivery of this Agreement did not, and
the consummation of the transactions contemplated herein will not, result in a
violation of the Trust's Declaration of Trust or By-Laws or any provision of any
material agreement, indenture, instrument, contract, lease or other undertaking
(in each case known to such counsel) to which an Acquiring Fund is a party or by
which an Acquiring Fund or any of its properties may be bound or, to the
knowledge of such counsel, result in the acceleration of any obligation or the
imposition of any penalty, under any agreement, judgment, or decree to which an
Acquiring Fund is a party or by which it is bound.
(g) The descriptions in the Prospectus and Proxy Statement of
statutes, legal and governmental proceedings and material contracts, if any
(only insofar as they relate to an Acquiring Fund), are accurate and fairly
present the information required to be shown.
(h) Such counsel does not know of any legal or governmental
proceedings (only insofar as they relate to an Acquiring Fund) existing on or
before the effective date of the Registration Statement or the Closing Dates
which are required to be described in the Registration Statement or to be filed
as exhibits to the Registration Statement which are not described or filed as
required.
(i) To the knowledge of such counsel, no litigation or
administrative proceeding or investigation of or before any court or
governmental body is presently pending or threatened as to an Acquiring Fund or
any of its properties or assets. The Acquiring Funds are not a party to or
subject to the provisions of any order, decree or judgment of any court or
governmental body, which materially and adversely affects the Acquiring Funds'
business, other than as previously disclosed in the Registration Statement.
Such counsel shall also state that they have participated in conferences
with officers and other representatives of each Acquiring Fund at which the
contents of the Prospectus and Proxy Statement and related matters were
discussed. Although such counsel are not passing upon and do not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Prospectus and Proxy Statement (except to the extent indicated
in their opinion in paragraph (g), above), on the basis of the foregoing
(relying as to materiality to a large extent upon the opinions of the Trust's
officers and other representatives of each Acquiring Fund), no facts have come
to their
14
<PAGE>
attention that lead them to believe that the Prospectus and Proxy Statement as
of its date, as of the date of each Selling Fund Shareholders' meeting, and as
of the applicable Closing Date, contained an untrue statement of a material fact
or omitted to state a material fact required to be stated regarding an Acquiring
Fund or necessary, in the light of the circumstances under which they were made,
to make the such statements regarding an Acquiring Fund not misleading. Such
opinion may state that such counsel does not express any opinion or belief as to
the financial statements or any financial or statistical data, or as to the
information relating to each Selling Fund, contained in the Prospectus and Proxy
Statement or the Registration Statement, and that such opinion is solely for the
benefit of CrestFunds and each Selling Fund. Such opinion shall contain such
other assumptions and limitations as shall be in the opinion of Morgan, Lewis &
Bockius LLP appropriate to render the opinions expressed therein.
In this paragraph 6.2, references to the Prospectus and Proxy Statement
include and relate to only the text of such Prospectus and Proxy Statement and
not to any exhibits or attachments thereto or to any documents incorporated by
reference therein.
6.3 As of the Closing Date with respect to the Reorganization of each
Selling Fund, there shall have been no material change in the investment
objective, policies and restrictions nor any material change in the investment
management fees, fee levels payable pursuant to the 12b-1 plan of distribution,
other fees payable for services provided to each Acquiring Fund, fee waiver or
expense reimbursement undertakings, or sales loads of the Acquiring Funds from
those fee amounts, undertakings and sales load amounts of the Acquiring Fund
described in the Prospectus/Proxy Statement.
6.4 For the period beginning at the applicable Closing Date and ending
not less than six years thereafter, the Trust, its successor or assigns shall
provide, or cause to be provided, liability coverage at least as comparable to
the liability coverage currently applicable to both former and current Directors
and officers of CrestFunds, covering the actions of such Directors and officers
of CrestFunds for the period they served as such.
ARTICLE VII
CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH ACQUIRING FUND
The obligations of each Acquiring Fund to consummate the transactions
provided for herein shall be subject, at their election, to the performance by
the Selling Fund of all the obligations to be performed by the Selling Funds
pursuant to this Agreement, on or before the applicable Closing Date and, in
addition, shall be subject to the following conditions:
7.1 All representations, covenants, and warranties of a Selling Fund
contained in this Agreement shall be true and correct as of the date hereof and
as of the applicable Closing Date, with the same force and effect as if made on
and as of the Closing Date. Each Selling Fund shall have delivered to its
respective Acquiring Funds on the Closing Date a certificate executed in the
Selling Fund's name by CrestFunds' President or Vice President and the Treasurer
or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund
and dated as of the Closing Dates, to such effect and as to such other matters
as the Acquiring Fund shall reasonably request.
15
<PAGE>
7.2 Each Selling Fund shall have delivered to its respective Acquiring
Fund a statement of the Selling Fund's assets and liabilities, together with a
list of the selling Fund's portfolio securities showing the tax costs of such
securities by lot and the holding periods of such securities, as of the Closing
Dates, certified by the Treasurer of CrestFunds.
7.3 Each Acquiring Fund shall have received on the applicable Closing
Date an opinion of Hunton & Williams, counsel to each Selling Fund, dated as of
the Closing Date in a form satisfactory to the Acquiring Fund covering the
following points:
(a) The Selling Fund is a separate investment series of a
corporation duly organized, validly existing and in good standing under the laws
of the State of Maryland and each has the power to own all of its properties and
assets and to carry on its business as presently conducted.
(b) The Selling Fund is a separate investment series of a
Maryland corporation registered as an investment company under the 1940 Act,
and, to such counsel's knowledge, such registration with the Commission is in
full force and effect.
(c) This Agreement has been duly authorized, executed and
delivered by CrestFunds on behalf of each Selling Fund and, assuming due
authorization, execution and delivery of this Agreement by the Trust on behalf
of each Acquiring Fund is a valid and binding obligation of the Selling Fund
enforceable against the Selling Fund in accordance with its terms, subject as to
enforcement, to bankruptcy, insolvency, reorganization, moratorium and other
laws relating to or affecting creditors' rights generally and to general equity
principles.
(d) To the knowledge of such counsel, except for the filing of
Articles of Transfer pursuant to Maryland law, no consent, approval,
authorization or order of any court or governmental authority of the United
States or the State of Maryland is required for consummation by a Selling Fund
of the transactions contemplated herein, except as have been obtained under the
1933 Act, the 1934 Act and the 1940 Act, and as may be required under state
securities laws.
(e) The execution and delivery of this Agreement did not, and
the consummation of the transactions contemplated hereby will not, result in a
violation of CrestFunds' Articles of Incorporation or By-laws, or any provision
of any material agreement, indenture, instrument, contract, lease or other
undertaking (in each case known to such counsel) to which a Selling Fund is a
party or by which it or any of its properties may be bound or, to the knowledge
of such counsel, result in the acceleration of any obligation or the imposition
of any penalty, under any agreement, judgment, or decree to which the Selling
Fund is a party or by which it is bound.
(f) The descriptions in the Prospectus and Proxy Statement of
statutes, legal and government proceedings and material contracts, if any (only
insofar as they relate to a Selling Fund), are accurate and fairly present the
information required to be shown.
(g) Such counsel does not know of any legal or governmental
proceedings (insofar as they relate to a Selling Fund) existing on or before the
date of mailing of the Prospectus
16
<PAGE>
and Proxy Statement and the applicable Closing Date, which are required to be
described in the Prospectus and Proxy Statement or to be filed as an exhibit to
the Registration Statement which are not described or filed as required.
(h) To the knowledge of such counsel, no litigation or
administrative proceeding or investigation of or before any court or
governmental body is presently pending or threatened as to a Selling Fund or any
of its respective properties or assets. To the knowledge of such counsel, no
Selling Fund is a party to or subject to the provisions of any order, decree or
judgment of any court or governmental body, which materially and adversely
affects the Selling Fund's business other than as previously disclosed in the
Prospectus and Proxy Statement.
(i) Assuming that a consideration of not less than the net asset
value of Selling Fund Shares has been paid, and assuming that such shares were
issued in accordance with the terms of each Selling Fund's registration
statement, or any amendment thereto, in effect at the time of such issuance, all
issued and outstanding shares of the Selling Fund are legally issued and fully
paid and non-assessable.
Such counsel shall also state that they have participated in conferences
with officers and other representatives of each Selling Fund at which the
contents of the Prospectus/Proxy Statement and related matters were discussed.
Although such counsel are not passing upon and do not assume any responsibility
for the accuracy, completeness or fairness of the statements contained in the
Prospectus/Proxy Statement (except to the extent indicated in their opinion at
paragraph (f), above), on the basis of the foregoing (relying as to materiality
to a large extent upon the opinions of CrestFunds' officers and other
representatives of each Selling Fund), no facts have come to their attention
that lead them to believe that the Prospectus/Proxy Statement as of its date, as
of the date of each Selling Fund Shareholders' meeting, and as of the applicable
Closing Date, contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein regarding a Selling Fund or
necessary, in the light of the circumstances under which they were made, to make
the statements therein regarding the Selling Fund not misleading. Such opinion
may state that such counsel do not express any opinion or belief as to the
financial statements or any financial or statistical data, or as to the
information relating to each Acquiring Fund contained in the Prospectus/Proxy
Statement or Registration Statement, and that such opinion is solely for the
benefit of the Trust and each Acquiring Fund. Such opinion shall contain such
other assumptions and limitations as shall be in the opinion of Hunton &
Williams appropriate to render the opinions expressed therein, and shall
indicate, with respect to matters of Maryland law, that such opinions are based
either upon the review of published statutes, cases and rules and regulations of
the State of Maryland or upon an opinion of Maryland counsel.
In this paragraph 7.3, references to the Prospectus and Proxy Statement
include and relate to only the text of such Prospectus and Proxy Statement and
not to any exhibits or attachments thereto or to any documents incorporated by
reference therein.
17
<PAGE>
ARTICLE VIII
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH
ACQUIRING FUND AND SELLING FUND
If any of the conditions set forth below do not exist on or before the
applicable Closing Date with respect to each Selling Fund or its respective
Acquiring Fund, the other party to this Agreement shall, at its: option, not be
required to consummate the transactions contemplated by this Agreement:
8.1 This Agreement and the transactions contemplated herein, with
respect to each Selling Fund, shall have been approved by the requisite vote of
the holders of the outstanding shares of the respective Selling Fund in
accordance with Maryland law and the provisions of CrestFunds' Articles of
Incorporation and By-Laws. Certified copies of the resolutions evidencing such
approval shall have been delivered to the respective Acquiring Fund.
Notwithstanding anything herein to the contrary, neither an Acquiring Fund nor a
Selling Fund may waive the conditions set forth in this paragraph 8.1.
8.2 On each Closing Date, the Commission shall not have issued an
unfavorable report under Section 25(b) of the 1940 Act, or instituted any
proceeding seeking to enjoin the consummation of the transactions contemplated
by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action,
suit or other proceeding shall be threatened or pending before any court or
governmental agency in which it is sought to restrain or prohibit, or obtain
damages or other relief in connection with this Agreement or the transactions
contemplated herein.
8.3 All required consents of other parties and all other consents,
orders, and permits of federal, state and local regulatory authorities
(including those of the Commission and of State Blue Sky securities authorities,
including any necessary "no-action" positions and exemptive orders from such
federal and state authorities) to permit consummation of the transactions
contemplated herein shall have been obtained, except where failure to obtain any
such consent, order, or permit would not involve a risk of a material adverse
effect on the assets or properties of an Acquiring Fund or a Selling Fund,
provided that either party hereto may waive any such conditions for itself.
8.4 The Registration Statement shall have become effective under the
1933 Act, and no stop orders suspending the effectiveness thereof shall have
been issued. To the best knowledge of the parties to this Agreement, no
investigation or proceeding for that purpose shall have been instituted or be
pending, threatened or contemplated under the 1933 Act.
8.5 Each Selling Fund shall have declared and paid a dividend or
dividends which, together with all previous such dividends, shall have the
effect of distributing to its shareholders all of the Selling Fund's net
investment company taxable income for all taxable periods ending on or prior to
the applicable Closing Dates (computed without regard to any deduction for
dividends paid) and all of its net capital gains realized in all taxable periods
ending on or prior to the Closing Dates (after reduction for any capital loss
carry forward).
8.6 The parties shall have received a favorable opinion of Hunton &
Williams addressed to each Acquiring Fund and Selling Fund substantially to the
effect that for federal income tax purposes with respect to each Selling Fund:
18
<PAGE>
(a) The transfer of all of the Selling Fund's assets in exchange
for Acquiring Fund Shares and the assumption by the Acquiring Fund of the
identified liabilities of the Selling Fund (followed by the distribution of
Acquiring Fund Shares to the Selling Fund shareholders in dissolution and
liquidation of the Selling Fund) will constitute a "reorganization" within the
meaning of Section 368(a) of the Code and the Acquiring Fund and the Selling
Fund will each be a "party to a reorganization" within the meaning of Section
368(b) of the Code.
(b) No gain or loss will be recognized by the Acquiring Fund
upon the receipt of the assets of the Selling Fund solely in exchange for
Acquiring Funds Share and the assumption by the Acquiring Fund of the identified
liabilities of the Selling Fund.
(c) No gain or loss will be recognized by the Selling Fund upon
the transfer of the Selling Fund's assets to the Acquiring Fund in exchange for
Acquiring Fund Shares and the assumption by the Acquiring Fund of the identified
liabilities of the Selling Fund or upon the distribution (whether actual or
constructive) of Acquiring Fund Shares to Selling Fund Shareholders in exchange
for such shareholders' shares of the Selling Fund.
(d) No gain or loss will be recognized by the Selling Fund
Shareholders upon the exchange of their Selling Fund shares for Acquiring Fund
Shares in the Reorganization.
(e) The aggregate tax basis for Acquiring Fund Shares received
by each Selling Fund Shareholder pursuant to the Reorganization will be the same
as the aggregate tax basis of the Selling Fund shares exchanged therefor by such
shareholder. The holding period of Acquiring Funds Share to be received by each
Selling Fund Shareholder will include the period during which the Selling Fund
shares exchanged therefore were held by such shareholder, provided the Selling
Fund shares are held as capital assets at the time of the Reorganization.
(f) The tax basis of the Selling Fund's assets acquired by the
Acquiring Fund will be the same as the tax basis of such assets to the Selling
Fund immediately prior to the Reorganization. The holding period of the assets
of the Selling Fund in the hands of the Acquiring Fund will include the period
during which those assets were held by the Selling Fund.
Such opinion shall be based on customary assumptions and such
representations as Hunton & Williams may reasonably request, and each Selling
Fund and Acquiring Fund will cooperate to make and certify the accuracy of such
representations. Notwithstanding anything herein to the contrary, neither an
Acquiring Fund nor a Selling Fund may waive the conditions set forth in this
paragraph 8.6.
ARTICLE IX
EXPENSES
9.1 Except as otherwise provided for herein, all expenses solely and
directly related to the transactions contemplated by this Agreement incurred by
each class of shareholders of a Selling Fund will be borne by each Selling Fund,
except as shall be determined by the Board of Directors of CrestFunds. Such
expenses include, without limitation, (a) expenses associated with the
preparation and filing of the Registration Statement/Proxy Statement on Form
N-14 under the 1933
19
<PAGE>
Act covering Acquiring Fund Shares to be issued pursuant to the provisions of
this Agreement; (b) postage; (c) printing; (d) accounting fees, (e) legal fees
incurred by each Selling Funds; and (f) solicitation costs of the transaction.
Notwithstanding the foregoing, each Acquiring Fund shall pay (a) expenses
incurred in connection with the entering into and the carrying out of the
provisions of this Agreement (b) registration or qualification fees and expenses
of preparing and filing such forms as are necessary under applicable state
securities laws to qualify Acquiring Fund Shares to be issued in connection
herewith in each state in which the Selling Fund 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.
ARTICLE X
ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
10.1 The Trust on behalf of each Acquiring Fund and CrestFunds on behalf
of each Selling Fund agrees that neither party has made to the other party any
representation, warranty and/or covenant not set forth herein, and that this
Agreement constitutes the entire agreement between the parties.
10.2 Except as specified in the next sentence set forth in this section
10.2, the representation, warranties, and covenants contained in this Agreement
or in any document delivered pursuant to or in connection with this Agreement,
shall not survive the consummation of the transactions contemplated hereunder.
The covenants to be performed after each Closing Date, and the obligations of
each of the Acquiring Funds in sections 5.9 and 6.4, shall continue in effect
beyond the consummation of the transactions contemplated hereunder.
ARTICLE XI
TERMINATION
11.1 This Agreement may be terminated by the mutual agreement of the
Trust and CrestFunds. In addition, either the Trust or CrestFunds may at their
option terminate this Agreement at or prior to either Closing Date due to:
(a) a breach by the other of any representation, warranty, or
agreement contained herein to be performed at or prior to each Closing Date, if
not cured within 30 days;
(b) a condition herein expressed to be precedent to the
obligations of the terminating party that has not been met and it reasonably
appears that it will not or cannot be met; or
(c) a determination by the party's board of Directors or Board
of Trustees, as appropriate, determine that the consummation of the transactions
contemplated herein is not in the best interest of CrestFunds or the Trust,
respectively, and give notice to the other party hereto.
11.2 In the event of any such termination, in the absence of willful
default, there shall be no liability for damages on the part of either an
Acquiring Fund, a Selling Fund, the Trust, CrestFunds, the respective Trustees,
Directors or officers, to the other party or its Trustees, Directors
20
<PAGE>
or officers, but each shall bear the expenses incurred by it incidental to the
preparation and carrying out of this Agreement as provided in paragraph 9.1.
ARTICLE XII
AMENDMENTS
12.1 This Agreement may be amended, modified, or supplemented in such
manner as may be mutually agreed upon in writing by the authorized officers of
each Selling Funds and the Acquiring Fund; provided, however, that following the
meeting of the Selling Fund Shareholders called by a Selling Fund pursuant to
paragraph 5.2 of this Agreement, no such amendment may have the effect of
changing the provisions for determining the number of Acquiring Fund Shares to
be issued to the Selling Fund Shareholders under this Agreement to the detriment
of such shareholders without their further approval.
ARTICLE XIII
HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT;
LIMITATION OF LIABILITY
13.1 The Article and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
13.2 This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
13.3 This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts, without giving effect to the
conflicts of laws provisions thereof; provided, however, that the due
authorization, execution and delivery of this Agreement, in the case of each
Selling Fund, shall be governed and construed in accordance with the laws of the
State of Maryland, without giving effect to the conflicts of laws provisions
thereof.
13.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but, except as provided in
this paragraph, no assignment or transfer hereof or of any rights or obligations
hereunder shall be made by any party without the written consent of the other
party. Nothing herein expressed or implied is intended or shall be construed to
confer upon or give any person, firm, or corporation, other than the parties
hereto and their respective successors and assigns, any rights or remedies under
or by reason of this Agreement.
13.5 It is expressly agreed that the obligations of each Acquiring Fund
hereunder shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents, or employees of the Trust personally, but shall bind only the
trust property of the Acquiring Fund, as provided in the Declaration of Trust of
the Trust. The execution and delivery of this Agreement have been authorized by
the Trustees of the Trust on behalf of each Acquiring Fund and signed by
authorized officers of the Trust, acting as such. Such authorization by such
Trustees nor such execution and delivery by such officers shall not be deemed to
have been made by any of them individually or to
21
<PAGE>
impose any liability on any of them personally, but shall bind only the trust
property of each Acquiring Fund as provided in the Trust's Declaration of Trust.
IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as
of the date first written above.
STI CLASSIC FUNDS
By:
-------------------------
Name:
Title:
CRESTFUNDS, INC.
By:
-------------------------
Name:
Title:
22
<PAGE>
SCHEDULE A
SUMMARY OF THE REORGANIZATION
-----------------------------
(shareholders of each Selling Fund will receive shares of the
class of the Acquiring Fund opposite their current class)
CRESTFUNDS/STI CLASSIC FUNDS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------
EXISTING CRESTFUNDS EXISTING STI CLASSIC FUNDS
(SELLING FUND) (ACQUIRING FUND)
- -----------------------------------------------------------------------
<S> <C>
Cash Reserve Fund Prime Quality Money Market Fund
- Trust Class - Trust Shares
- Investor Class A - Investor Shares
- Investor Class B - Investor Shares
- -----------------------------------------------------------------------
Limited Term Bond Fund Short-Term Bond Fund
- Trust Class - Trust Shares
- -----------------------------------------------------------------------
Intermediate Bond Fund Investment Grade Bond Fund
- Trust Class - Trust Shares
- Investor Class A - Investor Shares
- -----------------------------------------------------------------------
Government Bond Fund U.S. Government Securities Fund
- Trust Class - Trust Shares
- Investor Class B - Flex Shares
- -----------------------------------------------------------------------
Capital Appreciation Fund Capital Growth Fund
- Trust Class - Trust Shares
- Investor Class A - Investor Shares
- Investor Class B - Flex Shares
- -----------------------------------------------------------------------
Special Equity Fund Small Cap Growth Stock Fund
- Trust Class - Trust Shares
- Investor Class A - Trust Shares
- Investor Class B - Flex Shares
- -----------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------
EXISTING CRESTFUNDS NEW (Shell) STI CLASSIC FUNDS*
(SELLING FUND) (ACQUIRING FUND)
- -----------------------------------------------------------------------
<S> <C>
U.S. Treasury Money Fund U.S. Treasury Money Market Fund
- Trust Class - Trust Shares
- -----------------------------------------------------------------------
Tax Free Money Fund Tax-Free Money Market Fund
- Trust Class - Trust Shares
- Investor Class A - Investor Shares
- -----------------------------------------------------------------------
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------
EXISTING CRESTFUND NEW (Shell) STI CLASSIC FUND*
(SELLING FUND) (ACQUIRING FUND)
- -----------------------------------------------------------------------
<S> <C>
Value Fund Growth and Income Fund
- Trust Class - Trust Shares
- Investor Class A - Investor Shares
- Investor Class B - Flex Shares
- -----------------------------------------------------------------------
Virginia Municipal Bond Fund Virginia Municipal Bond Fund
- Trust Class - Trust Shares
- Investor Class B - Flex Shares
- -----------------------------------------------------------------------
Virginia Intermediate Municipal Virginia Intermediate Municipal Bond
Bond Fund Fund
- Trust Class - Trust Shares
- Investor Class A - Investor Shares
- -----------------------------------------------------------------------
Maryland Municipal Bond Fund Maryland Municipal Bond Fund
- Trust Class - Trust Shares
- Investor Class B - Flex Shares
- -----------------------------------------------------------------------
Maximum Growth Portfolio Life Vision Maximum Growth Portfolio
- Trust Class - Trust Shares
- -----------------------------------------------------------------------
Growth and Income Portfolio Life Vision Growth and Income
- Trust Class Portfolio
- Trust Shares
- -----------------------------------------------------------------------
Balanced Portfolio Life Vision Balanced Portfolio
- Trust Class - Trust Shares
- -----------------------------------------------------------------------
</TABLE>
24
<PAGE>
STI Classic Pages 8,9,26,27,28,29,34,35 attached
STI CLASSIC CAPITAL GROWTH FUND
-------------------------------
The STI Classic Capital Growth Fund (the "Fund") seeks capital appreciation by
investing primarily in stocks which, in the advisor's opinion, are undervalued
in the marketplace at the time of purchase.
Large capitalization stocks with a strong growth history are the primary
consideration for this investment philosophy. Out of this universe of companies,
a security is selected for the Fund when it appears undervalued based on the
relative earnings ratios. In order to make this relative value comparison, each
stock is compared to its own historical price earnings ratio range, to other
stocks in the sector, and to the stock market as measured by indices such as the
S&P 500 Index.
The Fund's return from June 1997 to May 1998 was 29.51% (Trust Shares). The Fund
underperformed its index, the S&P 500 Composite Index, by 1.17%.
The past year has been another booming period for the U.S. stock market, fueled
by low interest rates as well as huge amounts of money coming into the market
from all over the world. These companies have one thing in common: their
earnings exceeded expectations set at the beginning of 1998. In addition, their
fortunes are not directly tied to the economy. We continue to own very few
cyclical stocks, such as paper, chemicals and commodities.
The Asian economic crisis has had a rather large impact that was expected last
fall, even though some companies are using it as a scapegoat to explain lower
than expected earnings. Although first quarter earnings will be uneven,
investors have shown no fear.
Our outlook for 1998 is cautious because of the uncertainty surrounding
corporate profits. However, it must be remembered that the stock market has had
its best three-year run in history. Even if 1998 turned out to be a flat to
mildly down year, the nineties would still be considered an excellent decade for
investors.
Sincerely,
/S/ Signature
Anthony R. Gray
Chairman, Chief Investment Officer
8
<PAGE>
Shown immediately following the Advisor's Discussion of Fund Performance are
three line graphs depicting the growth (including reinvestment of dividends and
capital gains) of a hypothetical investment of $10,000 as compared with the
growth of a hypothetical investment of $10,000 in the Fund's benchmark(s).
TRUST SHARES
- ------------------------------------------------------------------------------
Annualized Annualized Annualized Cumulative
One Year 3 Year 5 Year Inception Inception
Return Return Return to Date to Date
- ------------------------------------------------------------------------------
29.51% 27.69% 18.19% 18.16% 168.33%
- ------------------------------------------------------------------------------
COMPARISON OF CHANGE IN THE VALUE
OF A $10,000 INVESTMENT
<TABLE>
<CAPTION>
STI Classic Capital
Growth Fund, Trust Shares S&P 500 Composite Index Lipper Growth Funds Average
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
7/31/92 $10,000 $10,000 $10,000
5/31/93 $11,203 $10,885 $11,184
5/31/94 $11,638 $11,345 $11,741
5/31/95 $12,409 $13,631 $13,360
5/31/96 $16,004 $17,505 $17,279
5/31/97 $19,951 $22,652 $20,584
5/31/98 $25,838 $29,601 $25,749
</TABLE>
INVESTOR SHARES
- ------------------------------------------------------------------
Annualized Annualized Annualized Cumulative
One Year 3 Year 5 Year Inception Inception
Return Return Return to Date to Date
- ------------------------------------------------------------------
28.71% 26.86% 17.43% 17.92% 167.77% Without Load
- ------------------------------------------------------------------
23.85% 25.26% 16.54% 17.17% 157.72% With Load
- ------------------------------------------------------------------
COMPARISON OF CHANGE IN THE VALUE
OF A $10,000 INVESTMENT
<TABLE>
<CAPTION>
STI Classic Capital
Growth Fund, Investor Shares S&P 500 Composite Index Lipper Growth Funds Average
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
6/30/92 $ 9,625 $10,000 $10,000
5/31/93 $11,206 $11,329 $11,582
5/31/94 $11,572 $11,808 $12,159
5/31/95 $12,258 $14,187 $13,836
5/31/96 $15,712 $18,219 $17,894
5/31/97 $19,442 $23,576 $21,187
5/31/98 $25,024 $30,809 $26,665
</TABLE>
FLEX SHARES
- -------------------------------------------------
Annualized Cumulative
One Year Inception Inception
Return to Date to Date
- -------------------------------------------------
28.12% 26.26% 101.28% Without Load
- -------------------------------------------------
26.12% With Load
- ------------------
COMPARISON OF CHANGE IN THE VALUE
OF A $10,000 INVESTMENT
<TABLE>
<CAPTION>
STI Classic Capital
Growth Fund, Flex Shares S&P 500 Composite Index Lipper Growth Funds Average
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
6/30/95 $10,000 $10,000 $10,000
5/31/96 $12,387 $12,549 $12,424
5/31/97 $15,266 $16,239 $14,709
5/31/98 $19,559 $21,221 $18,513
</TABLE>
Past performance is no indication of future performance.
The Funds' comparative benchmarks do not include the annual operating expenses
incurred by the Fund.
9
<PAGE>
STI CLASSIC INVESTMENT GRADE BOND FUND
--------------------------------------
The STI Classic Investment Grade Bond Fund (the "Fund") seeks to provide as high
a level of total return through current income and capital appreciation as is
consistent with the preservation of capital primarily by investing in investment
grade fixed income securities.
The Fund utilizes an investment philosophy which minimizes risk, while
attempting to outperform selected market indices. The core portfolio is
structured around the composition of the Lehman Brothers Government/ Corporate
Bond Index. The composition of the index is reviewed and quantitative historical
data is analyzed to determine the optimal spread ranges of the different market
sectors.
Once the optimum market sectors are selected, an over- or under-weighting is
developed in different sectors by investing in well-valued issues. All
securities purchased are carefully reviewed for value. Yield curve analysis and
credit ratings are an important part of this process.
Total return includes not only the current income, but also the changes in the
value of the assets held by the Fund. For the year ended May 31, 1998, the Fund
had a total return of 10.92% (Trust Shares) versus an average return of 11.48%
for the Lipper Intermediate Investment Grade Debt Average.
Interest rates declined for the first eight months of the period and then
established a trading range over the last four months. This decline led to the
higher than average coupon returns as the assets in the Fund appreciated in the
declining rate environment. Generally lower rates during the period were a
result of low inflation and confidence in the Federal Reserve's resolve to
maintain a monetary policy that would prevent large increases in the inflation
rate going forward. Another feature of the fixed income market during the period
was a flattening yield curve as short rates stabilized near the Fed funds rate
and long-term rates fell, reducing the yield advantage between long-term bonds
and incremental yield maturities.
Corporate bonds performed well during the period especially in the shorter
maturities. Concerns about the economic situation in Asia led to bouts of
volatility in the corporate sector, as investors became more credit conscious.
We continue to maintain most of our corporate weightings in the shorter maturity
ranges as we believe the risk versus return equation is currently best in the
shorter maturity range.
Mortgages performed well in somewhat of an unfriendly environment. As interest
rates decline mortgage securities tend to prepay or return principal to
investors. If interest rates decline enough to substantially increase
prepayments, the mortgage sector as a whole can underperform the other sectors
of the fixed income market. With interest rates declining we underweighted the
sector during the period.
The Fund continues to be managed with only moderate shifts in the average
maturity (duration). We seek to enhance total return by monitoring and analyzing
the risk/reward trade-offs of different maturities, exploiting the yield spread
between market sectors, credit analysis and other low risk strategies. By
actively pursuing these strategies, the Fund strives to add total return while
reducing risk.
/S/ Signature
L. Earl Denney, CFA
Managing Director
26
<PAGE>
Shown immediately following the Advisor's Discussion of Fund Performance are
three line graphs depicting the growth (including reinvestment of dividends and
capital gains) of a hypothetical investment of $10,000 as compared with the
growth of a hypothetical investment of $10,000 in the Fund's benchmark(s).
TRUST SHARES
- ------------------------------------------------------------------------------
Annualized Annualized Annualized Cumulative
One Year 3 Year 5 Year Inception Inception
Return Return Return to Date to Date
- ------------------------------------------------------------------------------
10.92% 7.27% 6.63% 7.04% 49.12%
- ------------------------------------------------------------------------------
COMPARISON OF CHANGE IN THE VALUE
OF A $10,000 INVESTMENT
<TABLE>
<CAPTION>
STI Classic Investment Grade Lehman Brothers Government/ Lipper Intermediate Investment
Bond Fund, Trust Shares Corporate Bond Index Grade Debt Average
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
7/31/92 $10,000 $10,000 $10,000
5/31/93 $10,736 $10,788 $10,710
5/31/94 $10,861 $10,897 $10,750
5/31/95 $11,990 $12,162 $11,847
5/31/96 $12,472 $12,660 $12,301
5/31/97 $13,344 $13,661 $13,246
5/31/98 $14,801 $15,229 $14,551
</TABLE>
INVESTOR SHARES
- ----------------------------------------------------------------
Annualized Annualized Annualized Cumulative
One Year 3 Year 5 Year Inception Inception
Return Return Return to Date to Date
- ----------------------------------------------------------------
10.49% 6.85% 6.25% 6.73% 47.55% Without load
- ----------------------------------------------------------------
6.31% 5.50% 5.43% 6.05% 42.01% With load
- ----------------------------------------------------------------
COMPARISON OF CHANGE IN THE VALUE
OF A $10,000 INVESTMENT
<TABLE>
<CAPTION>
STI Classic Investment Grade Lehman Brothers Government/ Lipper Intermediate Investment
Bond Fund, Investor Shares Corporate Bond Index Grade Debt Average
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
6/30/92 $ 9,625 $10,000 $10,000
5/31/93 $10,486 $11,064 $10,959
5/31/94 $10,577 $11,176 $10,999
5/31/95 $11,639 $12,473 $12,121
5/31/96 $12,046 $12,984 $12,587
5/31/97 $12,849 $14,010 $13,554
5/31/98 $14,197 $15,619 $14,889
</TABLE>
FLEX SHARES
- -------------------------------------------------
Annualized Cumulative
One Year Inception Inception
Return to Date to Date
- -------------------------------------------------
9.99% 6.19% 19.63% Without load
- -------------------------------------------------
7.99% With load
- -------------------
COMPARISON OF CHANGE IN THE VALUE
OF A $10,000 INVESTMENT
<TABLE>
<CAPTION>
STI Classic Investment Grade Lehman Brothers Government/ Lipper Intermediate Investment
Bond Fund, Flex Shares Corporate Bond Index Grade Debt Average
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
6/30/95 $10,000 $10,000 $10,000
5/31/96 $10,232 $10,327 $10,319
5/31/97 $10,862 $11,143 $11,112
5/31/98 $11,948 $12,422 $12,206
</TABLE>
Past performance is no indication of future performance.
The Funds' comparative benchmarks do not include the annual operating expenses
incurred by the Fund.
27
<PAGE>
STI CLASSIC SHORT-TERM BOND FUND
--------------------------------
The investment objective of the STI Classic Short-Term Bond Fund (the "Fund") is
to provide as high a level of current income, relative to funds with similar
investment objectives, as is consistent with the preservation of capital
primarily through investment in short to intermediate-term investment grade
fixed income securities. The Fund attempts to capture the yield advantage which
normally exists between money market instruments and short to intermediate-term
bonds. The price volatility of short to intermediate-term bonds is fairly modest
and over time it consistently has been offset by the incremental yield these
instruments offer relative to money market securities. The Fund is managed from
a total return perspective; that is, day to day decisions are made with a view
towards maximizing income and price appreciation. The investment discipline
applied in managing the Fund emphasizes adding value through yield curve, sector
and credit analysis. Investments are made in those sectors, credits, and
segments of the yield curve within the applicable universe which offer the most
attractive risk/reward trade-offs. For example, we study historical yield spread
data of the corporate and mortgage sectors and compare it with the current
environment to identify buying and selling opportunities between various
sectors. We also use internal credit analysis and screening to identify
opportunities in corporate bonds. We look for those instruments that offer
incremental yield for a given level of credit risk.
The total return earned by the Fund over the last twelve months was 7.31% (Trust
Shares), as compared to 6.06% for the Salomon One-Year Treasury Benchmark
On-the-Run and 7.03% for the Salomon 1-3 year Treasury/Government
Sponsored/Corporate Index, neither of which include fees or expenses. We believe
the Fund continues to meet or exceed its objective.
/S/ Signature
David S. Yealy
Vice President
28
<PAGE>
Shown immediately following the Advisor's Discussion of Fund Performance are
three line graphs depicting the growth (including reinvestment of dividends and
capital gains) of a hypothetical investment of $10,000 as compared with the
growth of a hypothetical investment of $10,000 in the Fund's benchmark(s).
TRUST SHARES
- ------------------------------------------------------------------------------
Annualized Annualized Annualized Cumulative
One Year 3 Year 5 Year Inception Inception
Return Return Return to Date to Date
- ------------------------------------------------------------------------------
7.31% 6.01% 5.51% 5.47% 32.01%
- ------------------------------------------------------------------------------
COMPARISON OF CHANGE IN THE VALUE
OF A $10,000 INVESTMENT
<TABLE>
<CAPTION>
STI Classic Short-Term Bond Fund, Salomon 1-3 Year Treasury/Government Salomon One Year Treasury
Trust Shares Sponsored/Corporate Index Benchmark On-the-Run
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
3/31/93 $10,000 $10,000 $10,000
5/31/93 $10,035 $10,039 $10,035
5/31/94 $10,238 $10,260 $10,303
5/31/95 $11,016 $11,021 $10,965
5/31/96 $11,506 $11,614 $11,593
5/31/97 $12,231 $12,384 $12,315
5/31/98 $13,125 $13,254 $13,061
</TABLE>
INVESTOR SHARES
- -------------------------------------------------------------
Annualized Annualized Annualized Cumulative
One Year 3 Year 5 Year Inception Inception
Return Return Return to Date to Date
- -------------------------------------------------------------
7.19% 5.79% 5.31% 5.17% 29.92% Without load
- -------------------------------------------------------------
5.07% 5.10% 4.89% 4.75% 27.27% With load
- -------------------------------------------------------------
COMPARISON OF CHANGE IN THE VALUE
OF A $10,000 INVESTMENT
<TABLE>
<CAPTION>
STI Classic Short-Term Bond Fund, Salomon 1-3 Year Treasury/Government Salomon One Year Treasury
Investor Shares Sponsored/Corporate Index Benchmark On-the-Run
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
3/31/93 $ 9,800 $10,000 $10,000
5/31/93 $ 9,838 $10,039 $10,035
5/31/94 $10,017 $10,260 $10,303
5/31/95 $10,762 $11,021 $10,965
5/31/96 $11,218 $11,614 $11,593
5/31/97 $11,887 $12,384 $12,315
5/31/93 $12,742 $13,254 $13,061
</TABLE>
FLEX SHARES
- -------------------------------------------------
Annualized Cumulative
One Year Inception Inception
Return to Date to Date
- -------------------------------------------------
6.84% 5.42% 16.84% Without load
- -------------------------------------------------
4.84% With load
- -------------------
COMPARISON OF CHANGE IN THE VALUE
OF A $10,000 INVESTMENT
<TABLE>
<CAPTION>
STI Classic Short-Term Bond Fund, Salomon 1-3 Year Treasury/Government Salomon One Year Treasury
Flex Shares Sponsored/Corporate Index Benchmark On-the-Run
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
6/30/95 $10,000 $10,000 $10,000
5/31/96 $10,359 $10,481 $10,511
5/31/97 $10,941 $11,176 $11,166
5/31/98 $11,689 $11,962 $11,843
</TABLE>
Past performance is no indication of future performance.
The Funds' comparative benchmarks do not include the annual operating expenses
incurred by the Fund.
29
<PAGE>
STI CLASSIC U.S. GOVERNMENT SECURITIES FUND
-------------------------------------------
The objective for the STI Classic U.S. Government Securities Fund (the "Fund")
is to provide as high a level of current income as is consistent with the
preservation of capital by investing in obligations issued or guaranteed by the
U.S. Government or its agencies or instrumentalities. We believe the Fund met
its objectives for the fiscal year of operations ending May 31, 1998. The Fund
had an annualized one year total return of 10.76% (Trust Class). In addition,
the Fund was comprised of 28% U.S. Treasuries and 63% Government Agency
Mortgage-Backed Securities.
Interest rates fell sharply over the 1 year period ending May 31, 1998 with the
30-year Treasury Bonds 1.12% lower in yield. Although the Mortgage Backed
Securities sector underperformed treasuries, the Fund benefited from a
substantial exposure to 30 year Treasuries.
We feel that domestic economic growth will continue on a moderate sustainable
path and that inflation will remain well controlled. With real interest rates
still above 4% bonds still offer good value and we have positioned the Fund to
take advantage of the current interest rate environment.
/S/ Signature
Charles B. Leonard, CFA
First Vice President
/S/ Signature
Michael L. Ford
Associate
34
<PAGE>
Shown immediately following the Advisor's Discussion of Fund Performance are
three line graphs depicting the growth (including reinvestment of dividends and
capital gains) of a hypothetical investment of $10,000 as compared with the
growth of a hypothetical investment of $10,000 in the Fund's benchmark(s).
TRUST SHARES
- ------------------------------------------------------------------------------
Annualized Annualized Cumulative
One Year 3 Year Inception Inception
Return Return to Date to Date
- ------------------------------------------------------------------------------
10.76% 6.97% 7.73% 32.98%
- ------------------------------------------------------------------------------
COMPARISON OF CHANGE IN THE VALUE
OF A $10,000 INVESTMENT
STI Classic U.S. Government Lipper Intermediate Government
Securities Fund, Trust Shares Funds Average
- ------------------------------------------------------------------------------
8/31/94 $10,000 $10,000
5/31/95 $10,832 $10,757
5/31/96 $11,132 $11,113
5/31/97 $11,972 $11,890
5/31/98 $13,260 $12,998
INVESTOR SHARES
- ----------------------------------------------------------------
Annualized Annualized Cumulative
One Year 3 Year Inception Inception
Return Return to Date to Date
- ----------------------------------------------------------------
10.23% 6.59% 7.12% 31.51% Without load
- ----------------------------------------------------------------
6.10% 5.24% 6.09% 26.57% With load
- ----------------------------------------------------------------
COMPARISON OF CHANGE IN THE VALUE
OF A $10,000 INVESTMENT
STI Classic U.S. Government Lipper Intermediate Government
Securities Fund, Investor Shares Funds Average
- ------------------------------------------------------------------------------
6/30/94 $ 9,625 $10,000
5/31/95 $10,571 $10,921
5/31/96 $10,832 $11,282
5/31/97 $11,613 $12,071
5/31/98 $12,801 $13,196
FLEX SHARES
- -------------------------------------------------
Annualized Cumulative
One Year Inception Inception
Return to Date to Date
- -------------------------------------------------
9.78% 5.89% 18.62% Without load
- -------------------------------------------------
7.78% With load
- --------------------
COMPARISON OF CHANGE IN THE VALUE
OF A $10,000 INVESTMENT:
STI Classic U.S. Government Lipper Intermediate Government
Securities Fund, Flex Shares Funds Average
- ----------------------------------------------------------------------------
6/30/95 $10,000 $10,000
5/31/96 $10,144 $10,267
5/31/97 $10,810 $10,985
5/31/98 $11,867 $12,009
Past performance is no indication of future performance.
The Funds' comparative benchmarks do not include the annual operating expenses
incurred by the Fund.
35
<PAGE>
CRESTFUNDS, INC.
CAPITAL APPRECIATION FUND
SPECIAL MEETING OF THE SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MAY 7, 1999
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoints Kevin Robins and Todd Cipperman as proxies
and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the Capital Appreciation Fund (the "Fund")
of CrestFunds, Inc. (the "Corporation") to be held in the offices of SEI
Investments, One Freedom Valley Drive, Oaks, Pennsylvania 19456, on Friday,
May 7, 1998, at 3:00 p.m. (Eastern Time), and any adjournments or
postponements thereof (the "Meeting") all shares of beneficial interest of
the Fund that the undersigned would be entitled to vote if personally present
at the Meeting ("Shares") on the proposal set forth below respecting the
proposed Agreement and Plan of Reorganization (the "Reorganization
Agreement") between the Corporation, on behalf of the CrestFunds, and STI
Classic Funds (the "Trust"), on behalf of the corresponding series of the
Trust set forth below, and on any other matters properly brought before the
Meeting.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO:
( X PLEASE MARK YOUR CHOICES LIKE THIS ON THE PROPOSAL)
---
Proposal: Approve the Reorganization Agreement as it relates to the
CrestFunds Capital Appreciation Fund and the STI Capital
Growth Fund:
For Against Abstain
---- ---- ----
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSALS AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
<PAGE>
The undersigned acknowledges receipt with this Proxy of a copy of the
Notice of Special Meeting and the Proxy Statement of the Board of Directors.
Your signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1999
--------------------
-------------------------------------
Signature of Shareholder
-------------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
<PAGE>
CRESTFUNDS, INC.
SPECIAL EQUITY FUND
SPECIAL MEETING OF THE SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MAY 7, 1999
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoints Kevin Robins and Todd Cipperman as proxies
and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the Special Equity Fund (the "Fund") of
CrestFunds, Inc. (the "Corporation") to be held in the offices of SEI
Investments, One Freedom Valley Drive, Oaks, Pennsylvania 19456, on Friday,
May 7, 1998, at 3:00 p.m. (Eastern Time), and any adjournments or
postponements thereof (the "Meeting") all shares of beneficial interest of
the Fund that the undersigned would be entitled to vote if personally present
at the Meeting ("Shares") on the proposal set forth below respecting the
proposed Agreement and Plan of Reorganization (the "Reorganization
Agreement") between the Corporation, on behalf of the CrestFunds, and STI
Classic Funds (the "Trust"), on behalf of the corresponding series of the
Trust set forth below, and on any other matters properly brought before the
Meeting.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO:
( X PLEASE MARK YOUR CHOICES LIKE THIS ON THE PROPOSAL)
---
Proposal: Approve the Reorganization Agreement as it relates to the
CrestFunds Special Equity Fund and the STI Small Cap Growth
Fund:
For Against Abstain
---- ---- ----
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSALS AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
The undersigned acknowledges receipt with this Proxy of a copy of the
Notice of Special Meeting and the Proxy Statement of the Board of Directors.
Your signature(s) on this Proxy
<PAGE>
should be exactly as your name(s) appear on this Proxy. If the shares are held
jointly, each holder should sign this Proxy. Attorneys-in-fact, executors,
administrators, trustees or guardians should indicate the full title and
capacity in which they are signing.
Dated: , 1999
--------------------
-------------------------------------
Signature of Shareholder
-------------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
<PAGE>
CRESTFUNDS, INC.
INTERMEDIATE BOND FUND
SPECIAL MEETING OF THE SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MAY 7, 1999
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoints Kevin Robins and Todd Cipperman as proxies
and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the Intermediate Bond Fund (the "Fund") of
CrestFunds, Inc. (the "Corporation") to be held in the offices of SEI
Investments, One Freedom Valley Drive, Oaks, Pennsylvania 19456, on Friday,
May 7, 1998, at 3:00 p.m. (Eastern Time), and any adjournments or
postponements thereof (the "Meeting") all shares of beneficial interest of
the Fund that the undersigned would be entitled to vote if personally present
at the Meeting ("Shares") on the proposal set forth below respecting the
proposed Agreement and Plan of Reorganization (the "Reorganization
Agreement") between the Corporation, on behalf of the CrestFunds, and STI
Classic Funds (the "Trust"), on behalf of the corresponding series of the
Trust set forth below, and on any other matters properly brought before the
Meeting.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO:
( X PLEASE MARK YOUR CHOICES LIKE THIS ON THE PROPOSAL)
---
Proposal: Approve the Reorganization Agreement as it relates to the
CrestFunds Intermediate Bond Fund and the STI Investment
Grade Bond Fund:
For Against Abstain
---- ---- ----
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSALS AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
<PAGE>
The undersigned acknowledges receipt with this Proxy of a copy of the
Notice of Special Meeting and the Proxy Statement of the Board of Directors.
Your signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1999
--------------------
-------------------------------------
Signature of Shareholder
-------------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
<PAGE>
CRESTFUNDS, INC.
LIMITED TERM BOND FUND
SPECIAL MEETING OF THE SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MAY 7, 1999
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoints Kevin Robins and Todd Cipperman as proxies
and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the Limited Term Bond Fund (the "Fund") of
CrestFunds, Inc. (the "Corporation") to be held in the offices of SEI
Investments, One Freedom Valley Drive, Oaks, Pennsylvania 19456, on Friday,
May 7, 1998, at 3:00 p.m. (Eastern Time), and any adjournments or
postponements thereof (the "Meeting") all shares of beneficial interest of
the Fund that the undersigned would be entitled to vote if personally present
at the Meeting ("Shares") on the proposal set forth below respecting the
proposed Agreement and Plan of Reorganization (the "Reorganization
Agreement") between the Corporation, on behalf of the CrestFunds, and STI
Classic Funds (the "Trust"), on behalf of the corresponding series of the
Trust set forth below, and on any other matters properly brought before the
Meeting.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO:
( X PLEASE MARK YOUR CHOICES LIKE THIS ON THE PROPOSAL)
---
Proposal: Approve the Reorganization Agreement as it relates to the
CrestFunds Limited Term Bond Fund and the STI Short-Term
Bond Fund:
For Against Abstain
---- ---- ----
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSALS AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
<PAGE>
The undersigned acknowledges receipt with this Proxy of a copy of the
Notice of Special Meeting and the Proxy Statement of the Board of Directors.
Your signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1999
--------------------
-------------------------------------
Signature of Shareholder
-------------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
<PAGE>
CRESTFUNDS, INC.
CASH RESERVE FUND
SPECIAL MEETING OF THE SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MAY 7, 1999
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoints Kevin Robins and Todd Cipperman as proxies
and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the Cash Reserve Fund (the "Fund") of
CrestFunds, Inc. (the "Corporation") to be held in the offices of SEI
Investments, One Freedom Valley Drive, Oaks, Pennsylvania 19456, on Friday,
May 7, 1998, at 3:00 p.m. (Eastern Time), and any adjournments or
postponements thereof (the "Meeting") all shares of beneficial interest of
the Fund that the undersigned would be entitled to vote if personally present
at the Meeting ("Shares") on the proposal set forth below respecting the
proposed Agreement and Plan of Reorganization (the "Reorganization
Agreement") between the Corporation, on behalf of the CrestFunds, and STI
Classic Funds (the "Trust"), on behalf of the corresponding series of the
Trust set forth below, and on any other matters properly brought before the
Meeting.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO:
( X PLEASE MARK YOUR CHOICES LIKE THIS ON THE PROPOSAL)
---
Proposal: Approve the Reorganization Agreement as it relates to the
CrestFunds Cash Reserve Fund and the STI Prime Quality Money
Market Fund:
For Against Abstain
---- ---- ----
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSALS AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
<PAGE>
The undersigned acknowledges receipt with this Proxy of a copy of the
Notice of Special Meeting and the Proxy Statement of the Board of Directors.
Your signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1999
--------------------
-------------------------------------
Signature of Shareholder
-------------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
<PAGE>
CRESTFUNDS, INC.
GOVERNMENT BOND FUND
SPECIAL MEETING OF THE SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MAY 7, 1999
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoints Kevin Robins and Todd Cipperman as proxies
and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the Government Bond Fund (the "Fund") of
CrestFunds, Inc. (the "Corporation") to be held in the offices of SEI
Investments, One Freedom Valley Drive, Oaks, Pennsylvania 19456, on Friday,
May 7, 1998, at 3:00 p.m. (Eastern Time), and any adjournments or
postponements thereof (the "Meeting") all shares of beneficial interest of
the Fund that the undersigned would be entitled to vote if personally present
at the Meeting ("Shares") on the proposal set forth below respecting the
proposed Agreement and Plan of Reorganization (the "Reorganization
Agreement") between the Corporation, on behalf of the CrestFunds, and STI
Classic Funds (the "Trust"), on behalf of the corresponding series of the
Trust set forth below, and on any other matters properly brought before the
Meeting.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO:
( X PLEASE MARK YOUR CHOICES LIKE THIS ON THE PROPOSAL)
---
Proposal: Approve the Reorganization Agreement as it relates to the
CrestFunds Government Bond Fund and the STI U.S. Government
Securities Fund:
For Against Abstain
---- ---- ----
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSALS AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
<PAGE>
The undersigned acknowledges receipt with this Proxy of a copy of the
Notice of Special Meeting and the Proxy Statement of the Board of Directors.
Your signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1999
--------------------
-------------------------------------
Signature of Shareholder
-------------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
<PAGE>
CRESTFUNDS, INC.
U.S. TREASURY MONEY FUND
SPECIAL MEETING OF THE SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MAY 7, 1999
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoints Kevin Robins and Todd Cipperman as proxies
and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the U.S. Treasury Money Fund (the "Fund")
of CrestFunds, Inc. (the "Corporation") to be held in the offices of SEI
Investments, One Freedom Valley Drive, Oaks, Pennsylvania 19456, on Friday,
May 7, 1998, at 3:00 p.m. (Eastern Time), and any adjournments or
postponements thereof (the "Meeting") all shares of beneficial interest of
the Fund that the undersigned would be entitled to vote if personally present
at the Meeting ("Shares") on the proposal set forth below respecting the
proposed Agreement and Plan of Reorganization (the "Reorganization
Agreement") between the Corporation, on behalf of the CrestFunds, and STI
Classic Funds (the "Trust"), on behalf of the corresponding series of the
Trust set forth below, and on any other matters properly brought before the
Meeting.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO:
( X PLEASE MARK YOUR CHOICES LIKE THIS ON THE PROPOSAL)
---
Proposal: Approve the Reorganization Agreement as it relates to the
CrestFunds U.S. Treasury Money Fund and the STI U.S.
Treasury Money Market Fund:
For Against Abstain
---- ---- ----
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSALS AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
<PAGE>
The undersigned acknowledges receipt with this Proxy of a copy of the
Notice of Special Meeting and the Proxy Statement of the Board of Directors.
Your signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1999
--------------------
-------------------------------------
Signature of Shareholder
-------------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
<PAGE>
CRESTFUNDS, INC.
TAX FREE MONEY FUND
SPECIAL MEETING OF THE SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MAY 7, 1999
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoints Kevin Robins and Todd Cipperman as proxies
and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the Tax Free Money Fund (the "Fund") of
CrestFunds, Inc. (the "Corporation") to be held in the offices of SEI
Investments, One Freedom Valley Drive, Oaks, Pennsylvania 19456, on Friday,
May 7, 1998, at 3:00 p.m. (Eastern Time), and any adjournments or
postponements thereof (the "Meeting") all shares of beneficial interest of
the Fund that the undersigned would be entitled to vote if personally present
at the Meeting ("Shares") on the proposal set forth below respecting the
proposed Agreement and Plan of Reorganization (the "Reorganization
Agreement") between the Corporation, on behalf of the CrestFunds, and STI
Classic Funds (the "Trust"), on behalf of the corresponding series of the
Trust set forth below, and on any other matters properly brought before the
Meeting.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO:
( X PLEASE MARK YOUR CHOICES LIKE THIS ON THE PROPOSAL)
---
Proposal: Approve the Reorganization Agreement as it relates to the
CrestFunds Tax Free Money Fund and the STI Tax-Free Money
Market Fund:
For Against Abstain
---- ---- ----
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSALS AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
<PAGE>
The undersigned acknowledges receipt with this Proxy of a copy of the
Notice of Special Meeting and the Proxy Statement of the Board of Directors.
Your signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1999
--------------------
-------------------------------------
Signature of Shareholder
-------------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
<PAGE>
CRESTFUNDS, INC.
VALUE FUND
SPECIAL MEETING OF THE SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MAY 7, 1999
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoints Kevin Robins and Todd Cipperman as proxies
and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the Value Fund (the "Fund") of CrestFunds,
Inc. (the "Corporation") to be held in the offices of SEI Investments, One
Freedom Valley Drive, Oaks, Pennsylvania 19456, on Friday, May 7, 1998, at
3:00 p.m. (Eastern Time), and any adjournments or postponements thereof (the
"Meeting") all shares of beneficial interest of the Fund that the undersigned
would be entitled to vote if personally present at the Meeting ("Shares") on
the proposal set forth below respecting the proposed Agreement and Plan of
Reorganization ("the Reorganization Agreement") between the Corporation, on
behalf of the CrestFunds, and STI Classic Funds (the "Trust"), on behalf of
the corresponding series of the Trust set forth below, and on any other
matters properly brought before the Meeting.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO:
( X PLEASE MARK YOUR CHOICES LIKE THIS ON THE PROPOSAL)
---
Proposal: Approve the Reorganization Agreement as it relates to the
CrestFunds Value Fund and the STI Growth and Income Fund:
For Against Abstain
---- ---- ----
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSALS AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
<PAGE>
The undersigned acknowledges receipt with this Proxy of a copy of the
Notice of Special Meeting and the Proxy Statement of the Board of Directors.
Your signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1999
--------------------
-------------------------------------
Signature of Shareholder
-------------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
<PAGE>
CRESTFUNDS, INC.
VIRGINIA MUNICIPAL BOND FUND
SPECIAL MEETING OF THE SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MAY 7, 1999
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoints Kevin Robins and Todd Cipperman as proxies
and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the Virginia Municipal Bond Fund (the
"Fund") of CrestFunds, Inc. (the "Corporation") to be held in the offices of
SEI Investments, One Freedom Valley Drive, Oaks, Pennsylvania 19456, on
Friday, May 7, 1998, at 3:00 p.m. (Eastern Time), and any adjournments or
postponements thereof (the "Meeting") all shares of beneficial interest of
the Fund that the undersigned would be entitled to vote if personally present
at the Meeting ("Shares") on the proposal set forth below respecting the
proposed Agreement and Plan of Reorganization (the "Reorganization
Agreement") between the Corporation, on behalf of the CrestFunds, and STI
Classic Funds (the "Trust"), on behalf of the corresponding series of the
Trust set forth below, and on any other matters properly brought before the
Meeting.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO:
( X PLEASE MARK YOUR CHOICES LIKE THIS ON THE PROPOSAL)
---
Proposal: Approve the Reorganization Agreement as it relates to the
CrestFunds Virginia Municipal Bond Fund and the STI Virginia
Municipal Bond Fund:
For Against Abstain
---- ---- ----
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSALS AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
<PAGE>
The undersigned acknowledges receipt with this Proxy of a copy of the
Notice of Special Meeting and the Proxy Statement of the Board of Directors.
Your signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1999
--------------------
-------------------------------------
Signature of Shareholder
-------------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
<PAGE>
CRESTFUNDS, INC.
VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND
SPECIAL MEETING OF THE SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MAY 7, 1999
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoints Kevin Robins and Todd Cipperman as proxies
and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the Virginia Intermediate Municipal Bond
Fund (the "Fund") of CrestFunds, Inc. (the "Corporation") to be held in the
offices of SEI Investments, One Freedom Valley Drive, Oaks, Pennsylvania
19456, on Friday, May 7, 1998, at 3:00 p.m. (Eastern Time), and any
adjournments or postponements thereof (the "Meeting") all shares of
beneficial interest of the Fund that the undersigned would be entitled to
vote if personally present at the Meeting ("Shares") on the proposal set
forth below respecting the proposed Agreement and Plan of Reorganization (the
"Reorganization Agreement") between the Corporation, on behalf of the
CrestFunds, and STI Classic Funds (the "Trust"), on behalf of the
corresponding series of the Trust set forth below, and on any other matters
properly brought before the Meeting.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO:
( X PLEASE MARK YOUR CHOICES LIKE THIS ON THE PROPOSAL)
---
Proposal: Approve the Reorganization Agreement as it relates to the
CrestFunds Virginia Intermediate Municipal Bond Fund and the
STI Virginia Intermediate Municipal Bond Fund:
For Against Abstain
---- ---- ----
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSALS AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
<PAGE>
The undersigned acknowledges receipt with this Proxy of a copy of the
Notice of Special Meeting and the Proxy Statement of the Board of Directors.
Your signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1999
--------------------
-------------------------------------
Signature of Shareholder
-------------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
<PAGE>
CRESTFUNDS, INC.
MARYLAND MUNICIPAL BOND FUND
SPECIAL MEETING OF THE SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MAY 7, 1999
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoints Kevin Robins and Todd Cipperman as proxies
and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the Maryland Municipal Bond Fund (the
"Fund") of CrestFunds, Inc. (the "Corporation") to be held in the offices of
SEI Investments, One Freedom Valley Drive, Oaks, Pennsylvania 19456, on
Friday, May 7, 1998, at 3:00 p.m. (Eastern Time), and any adjournments or
postponements thereof (the "Meeting") all shares of beneficial interest of
the Fund that the undersigned would be entitled to vote if personally present
at the Meeting ("Shares") on the proposal set forth below respecting the
proposed Agreement and Plan of Reorganization (the "Reorganization
Agreement") between the Corporation, on behalf of the CrestFunds, and STI
Classic Funds (the "Trust"), on behalf of the corresponding series of the
Trust set forth below, and on any other matters properly brought before the
Meeting.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO:
( X PLEASE MARK YOUR CHOICES LIKE THIS ON THE PROPOSAL)
---
Proposal: Approve the Reorganization Agreement as it relates to the
CrestFunds Maryland Municipal Bond Fund and the STI
Maryland Municipal Bond Fund:
For Against Abstain
---- ---- ----
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSALS AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
<PAGE>
The undersigned acknowledges receipt with this Proxy of a copy of the
Notice of Special Meeting and the Proxy Statement of the Board of Directors.
Your signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1999
--------------------
-------------------------------------
Signature of Shareholder
-------------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
<PAGE>
CRESTFUNDS, INC.
MAXIMUM GROWTH PORTFOLIO
SPECIAL MEETING OF THE SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MAY 7, 1999
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoints Kevin Robins and Todd Cipperman as proxies
and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the Maximum Growth Portfolio (the "Fund")
of CrestFunds, Inc. (the "Corporation") to be held in the offices of SEI
Investments, One Freedom Valley Drive, Oaks, Pennsylvania 19456, on Friday,
May 7, 1998, at 3:00 p.m. (Eastern Time), and any adjournments or
postponements thereof (the "Meeting") all shares of beneficial interest of
the Fund that the undersigned would be entitled to vote if personally present
at the Meeting ("Shares") on the proposal set forth below respecting the
proposed Agreement and Plan of Reorganization (the "Reorganization
Agreement") between the Corporation, on behalf of the CrestFunds, and STI
Classic Funds (the "Trust"), on behalf of the corresponding series of the
Trust set forth below, and on any other matters properly brought before the
Meeting.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO:
( X PLEASE MARK YOUR CHOICES LIKE THIS ON THE PROPOSAL)
---
Proposal: Approve the Reorganization Agreement as it relates to the
CrestFunds Maximum Growth Portfolio and the STI Life Vision
Maximum Growth Portfolio:
For Against Abstain
---- ---- ----
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSALS AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
<PAGE>
The undersigned acknowledges receipt with this Proxy of a copy of the
Notice of Special Meeting and the Proxy Statement of the Board of Directors.
Your signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1999
--------------------
-------------------------------------
Signature of Shareholder
-------------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
<PAGE>
CRESTFUNDS, INC.
GROWTH AND INCOME PORTFOLIO
SPECIAL MEETING OF THE SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MAY 7, 1999
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoints Kevin Robins and Todd Cipperman as proxies
and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the Growth and Income Portfolio (the
"Fund") of CrestFunds, Inc. (the "Corporation") to be held in the offices of
SEI Investments, One Freedom Valley Drive, Oaks, Pennsylvania 19456, on
Friday, May 7, 1998, at 3:00 p.m. (Eastern Time), and any adjournments or
postponements thereof (the "Meeting") all shares of beneficial interest of
the Fund that the undersigned would be entitled to vote if personally present
at the Meeting ("Shares") on the proposal set forth below respecting the
proposed Agreement and Plan of Reorganization (the "Reorganization
Agreement") between the Corporation, on behalf of the CrestFunds, and STI
Classic Funds (the "Trust"), on behalf of the corresponding series of the
Trust set forth below, and on any other matters properly brought before the
Meeting.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO:
( X PLEASE MARK YOUR CHOICES LIKE THIS ON THE PROPOSAL)
---
Proposal: Approve the Reorganization Agreement as it relates to the
CrestFunds Growth and Income Portfolio and the STI Life
Vision Growth and Income Portfolio:
For Against Abstain
---- ---- ----
<PAGE>
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSALS AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
The undersigned acknowledges receipt with this Proxy of a copy of the
Notice of Special Meeting and the Proxy Statement of the Board of Directors.
Your signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1999
--------------------
-------------------------------------
Signature of Shareholder
-------------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
<PAGE>
CRESTFUNDS, INC.
BALANCED PORTFOLIO
SPECIAL MEETING OF THE SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE SPECIAL MEETING OF SHAREHOLDERS, MAY 7, 1999
The undersigned, revoking previous proxies with respect to the Shares
(defined below), hereby appoints Kevin Robins and Todd Cipperman as proxies
and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the Balanced Portfolio (the "Fund") of
CrestFunds, Inc. (the "Corporation") to be held in the offices of SEI
Investments, One Freedom Valley Drive, Oaks, Pennsylvania 19456, on Friday,
May 7, 1998, at 3:00 p.m. (Eastern Time), and any adjournments or
postponements thereof (the "Meeting") all shares of beneficial interest of
the Fund that the undersigned would be entitled to vote if personally present
at the Meeting ("Shares") on the proposal set forth below respecting the
proposed Agreement and Plan of Reorganization (the "Reorganization
Agreement") between the Corporation, on behalf of the CrestFunds, and STI
Classic Funds (the "Trust"), on behalf of the corresponding series of the
Trust set forth below, and on any other matters properly brought before the
Meeting.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO:
( X PLEASE MARK YOUR CHOICES LIKE THIS ON THE PROPOSAL)
---
Proposal: Approve the Reorganization Agreement as it relates to the
CrestFunds Balanced Portfolio and the STI Life Vision
Balanced Portfolio:
For Against Abstain
---- ---- ----
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSALS AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
<PAGE>
The undersigned acknowledges receipt with this Proxy of a copy of the
Notice of Special Meeting and the Proxy Statement of the Board of Directors.
Your signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1999
--------------------
-------------------------------------
Signature of Shareholder
-------------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
, 1999
-------------------------------
CRESTFUNDS, INC.
32 SOUTH STREET
BALTIMORE, MD 21210
1-800-273-7827
STI CLASSIC FUNDS
2 OLIVER STREET
BOSTON, MA 02109
1-800-874-4770
This Statement of Additional Information is not a prospectus but should
be read in conjunction with the Combined Proxy Statement/Prospectus dated
___________, 1999 for the Special Meeting of Shareholders of CrestFunds, Inc.
("CrestFunds"), to be held on May 7, 1999. Copies of the Combined Proxy
Statement/Prospectus may be obtained at no charge by calling CrestFunds at
1-800-CRESTAR (1-800-273-7827). Unless otherwise indicated, capitalized terms
used herein and not otherwise defined have the same meanings as are given to
them in the Combined Proxy Statement/Prospectus.
Further information about the participating STI Funds is contained in
and incorporated by reference to the STI Funds' Statements of Additional
Information dated March 31, 1998 for the STI Capital Growth Fund, Small Cap
Growth Stock Fund, Investment Grade Bond Fund, Short-Term Bond Fund, Prime
Quality Money Market Fund, and U.S. Government Securities Fund and dated
_________, 1999 for the STI U.S. Treasury Money Market Fund, Tax-Free Money
Market Fund, Growth and Income Fund, Virginia Municipal Bond Fund, Virginia
Intermediate Municipal Bond Fund, Maryland Municipal Bond Fund, Life Vision
Maximum Growth Porfolio, Life Vision Growth and Income Portfolio, and Life
Vision Balanced Portfolio, copies of which are included herewith. The
audited financial statements and related independent accountant's report for
the participating STI Funds contained in the Annual Report(s) dated May 31,
1998 are hereby incorporated herein by reference insofar as they relate to
the STI Funds. No other parts of the Annual Report are incorporated by
reference herein.
Further information about the CrestFunds is contained in and incorporated
by reference to CrestFunds' Statement of Additional Information dated March 31,
1998, a copy of which is included herewith. The audited financial statements
and related independent accountant's report for the CrestFunds contained in the
1998 Annual Report to Shareholders dated November 30, 1998 are incorporated
herein by reference. No other parts of the Annual Report or the subsequent
Semi-Annual Report are incorporated by reference herein.
The date of this Statement of Additional Information is ____________, 1999.
-1-
<PAGE>
STI CLASSIC FUNDS
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FORM N-14
PART C
OTHER INFORMATION
Item 15. INDEMNIFICATION.
Article VIII of the Registrant's Agreement and Declaration of Trust filed as
Exhibit (a) to the Registration Statement is incorporated by reference. Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to trustees, directors, officers and controlling persons of the
Registrant by the Registrant pursuant to the Declaration of Trust or otherwise,
the Registrant is aware that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and, therefore, is 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 trustees, directors, officers or
controlling persons of the Registrant in connection with the successful defense
of any act, suit or proceeding) is asserted by such trustees, directors,
officers or controlling persons in connection with the shares 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 Act and will be governed by the final adjudication of such
issues.
Item 16. EXHIBITS
(1) Agreement and Declaration of Trust - originally filed with
Registrant's Registration Statement on Form N-1A filed
February 12, 1992 and incorporated by reference to Exhibit 1
of Post-Effective Amendment No. 15 to the Registrant's
Registration Statement filed on Form N-1A with the SEC via
EDGAR Accession No. 0000912057-96-015938 on July 31, 1996.
(2)(a) By-Laws - originally filed with Registrant's Pre-Effective
Amendment No. 1 filed on Form N-1A April 23, 1992 and
incorporated by reference to Exhibit 2 of Post-Effective
Amendment No. 15 to the Registrant's Registration
Statement filed on Form N-1A with the SEC via EDGAR Accession
No. 0000912057-96-015938 on July 31, 1996.
(2)(b) Amended By-Laws - incorporated by reference to Exhibit (b)(2)
of Post-Effective Amendment No. 23 to the Registrant's
Registration Statement filed on Form N-1A with the SEC via
EDGAR Accession No. 0001047469-98-027407 on July 15, 1998.
(3) Not applicable.
(4) Form of Agreement and Plan of Reorganization is filed
herewith.
(5) Not applicable.
(6)(a) Revised Investment Advisory Agreement with Trusco Capital
Management, Inc. - as originally filed with Registrant's Post-
Effective Amendment No. 5 filed August 2, 1993 on Form N-1A
and incorporated by reference to Exhibit 5(c) of Post-
Effective Amendment No. 15 to the Registrant's Registration
Statement filed on Form N-1A with the SEC via EDGAR Accession
No. 0000912057-96-015938 on July 31, 1996.
4
<PAGE>
(6)(b) Investment Advisory Agreement with American National Bank and
Trust Company - as originally filed with Registrant's Post-
Effective Amendment No. 6 filed on Form N-1A October 22, 1993
and as Exhibit 5(d) of Post-Effective Amendment No. 15 to the
Registrant's Registration Statement filed with the SEC on Form
N-1A via EDGAR Accession No. 0000912057-96-015938 on
July 31, 1996.
(6)(c) Investment Advisory Agreement with Sun Bank CapitalManagement,
National Association (now STI Capital Management, N.A. - as
originally filed with Registrant's Post-Effective Amendment
No. 6 on Form N-1A filed October 22, 1993 and incorporated by
reference to Exhibit 5(e) of Post-Effective Amendment No. 15
to the Registrant's Registration Statement filed with the SEC
on Form N-1A via EDGAR Accession No. 0000912057-96-015938 on
July 31, 1996.
(6)(d) Investment Advisory Agreement with Trust Company Bank (now
SunTrust Bank, Atlanta) - as originally filed with
Registrant's Post-Effective Amendment No. 6 on Form N-1A
filed October 22, 1993 and filed herewith.
(7)(a) Distribution Agreement - incorporated by reference to Exhibit
6 of Post-Effective Amendment No. 16 to the Registrant's
Registration Statement on Form N-1A filed with the SEC via
EDGAR Accession No. 0000912057-96-021336 on
September 27, 1996.
(8) Not applicable.
(9)(a) Custodian Agreement with Trust Company Bank dated February 1,
1994 - originally filed with Registrant's Post-Effective
Amendment No. 13 on Form N-1A filed September 28, 1995 and
incorporated by reference to Exhibit 8(b) of Post-Effective
Amendment No. 15 to the Registrant's Registration Statement
filed on Form N-1A with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.
(9)(b) Custodian Agreement with the Bank of California -
incorporated by reference to Exhibit 8(a) of Post-Effective
Amendment No. 15 to the Registrant's Registration Statement
filed on Form N-1A with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.
(9)(c) Fourth Amendment to Custodian Agreement by and between STI
Trust & Investment Operations, Inc. and The Bank of New York
dated May 6, 1997 - incorporated by reference to Exhibit 8(d)
of Post-Effective Amendment No. 21 to the Registrant's
Registration Statement filed on Form N-1A with the SEC via
EDGAR Accession No. 0000912057-97-032207 on September 30,
1997.
(10) Not applicable.
(11) Opinion and Consent of Morgan, Lewis & Bockius LLP that shares
will be validly issued, fully paid and non-assessable is filed
herewith.
(12) Opinion and Consent of Hunton & Williams as to tax matters and
consequences to be filed by amendment.
(13)(a) Transfer Agent Agreement with Federated Services Company dated
May 14, 1994 - originally filed with Post-Effective Amendment
No. 9 on Form N-1A filed September 22, 1994 and incorporated
by reference to Exhibit 8(c) of Post-Effective Amendment
No. 15 to the Registrant's Registration Statement on Form N-1A
filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.
5
<PAGE>
(13)(b) Administration Agreement with SEI Financial Management
Corporation dated May 29, 1995 - originally filed with
Post-Effective Amendment No. 12 on Form N-1A filed August 17,
1995 and incorporated by reference to Exhibit 9(a) of Post-
Effective Amendment No. 15 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.
(13)(c) Consent to Assignment and Assumption of the Administration
Agreement between STI Classic Funds and SEI Financial
Management Corporation - incorporated by reference to Exhibit
9(b) of Post-Effective Amendment No. 21 to the Registrant's
Registration Statement filed on Form N-1A with the SEC via
EDGAR Accession No. 0000912057-97-032207 on September 30,
1997.
(14)(a) Consent of Arthur Andersen LLP is filed herewith.
(14)(b) Consent of Deloitte & Touche LLP is filed herewith.
(15) Not applicable.
(16) Not applicable.
(17)(a) Prospectuses and SAIs for the Trust Shares, Investor Shares,
Flex Shares, and Institutional Shares of STI Classic Funds
dated October 1, 1998 - incorporated by reference to the Rule
497(e) filing on Form N-1A with the SEC via EDGAR accession
number 0001047469-98-036330 as filed October 2, 1998.
(17)(b) Prospectuses and SAIs for Trust Class Shares of the CrestFunds
dated March 31, 1998 - incorporated by reference to the Rule
497(e) filing on Form N-1A with the SEC via EDGAR accession
number 0000916641-98-000435 as filed on April 7, 1998.
(17)(c) Prospectus and SAI for the Investor Class A and B Shares of
the CrestFunds dated March 31, 1998 - incorporated by
reference to the Rule 485(b) filing on Form N-1A with the SEC
via EDGAR accession number 0000916641-98-000390 as filed
March 31, 1998.
(17)(d) Audited Financial Statements for the STI Classic Funds dated
May 31, 1998 - incorporated by reference to the N-30 D filing
with the SEC via EDGAR accession number 0000935069-98-000125
as filed July 30, 1998.
(17)(e) Audited Financial Statements for the Money Market Funds of the
STI Classic Funds dated May 31, 1998 - incorporated by
reference to the N-30D filing with the SEC via EDGAR accession
number 0000935069-98-000125 as filed July 30, 1998.
(17)(f) Semi-Annual Financial Report for the Money Market Funds of
the STI Classic Funds dated November 30, 1998 - incorporated
by reference to the N-30D filing with the SEC via EDGAR
accession number 0000935069-99-000011 as filed on January 28,
1999.
(17)(g) Semi-Annual Financial Report for the STI Classic Funds dated
November 30, 1998 - incorporated by reference to the N-30D
filing with the SEC via EDGAR accession number
0000935069-99-0009 as filed on January 28, 1999.
(17)(h) Audited Financial Statements for the CrestFunds dated
November 30, 1998 - incorporated by reference to the N-30D
filing with the SEC via EDGAR accession number
0000935069-99-00012 as filed January 28, 1999.
(17)(i) Pro Forma Financial Statements are filed herewith.
Item 17. Undertakings.
6
<PAGE>
The registrant agrees that prior to any public reoffering of the
securities registered through the use of a prospectus which is a part of this
registration statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act, the
reoffering prospectus will contain the information called for by the
applicable registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
The registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as a part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the 1933 Act, each
post-effective amendment shall be deemed to be a new registration statement
for the securities offered therein, and the offering of the securities at
that time shall be deemed to be the initial bona fide offering of them.
7
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 this Registration Statement
has been signed on behalf of STI Classic Funds in the city of Oaks, and state
of, Pennsylvania on the 1st of March, 1999.
STI Classic Funds
By: /s/ Mark Nagle
-------------------------------
Mark Nagle, President and Chief
Executive Officer
As required by the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates
indicated:
* Trustee March 1, 1999
- ----------------------------------
F. Wendell Gooch
* Trustee March 1, 1999
- ----------------------------------
Daniel S. Goodrum
* Trustee March 1, 1999
- ----------------------------------
Jesse S. Hall
* Trustee March 1, 1999
- ----------------------------------
Wilton Looney
* Trustee March 1, 1999
- ----------------------------------
Champney A. McNair
* Trustee March 1, 1999
- ----------------------------------
T. Gordy Germany
* Trustee March 1, 1999
- ----------------------------------
Bernard F. Sliger
* Trustee March 1, 1999
- ----------------------------------
Jonathan T. Walton
* Trustee March 1, 1999
- ----------------------------------
William H. Cammack
* Controller, March 1, 1999
- ---------------------------------- Treasurer &
Carol Rooney Chief Financial
Officer
/s/ Mark Nagle President & March 1, 1999
- --------------------------------- Chief
Mark Nagle Executive
Officer
* By: /s/ Mark Nagle
- ---------------------------------
Mark Nagle, With Power of Attorney
previously filed
8
<PAGE>
Exhibit Index
(1) Agreement and Declaration of Trust - originally filed with
Registrant's Registration Statement on Form N-1A filed February 12,
1992 and incorporated by reference to Exhibit 1 of Post-Effective
Amendment No. 15 on to the Registrant's Registration Statement filed
on Form N-1A with the SEC via EDGAR Accession No. 0000912057-96-015938
on July 31, 1996.
(2)(a) By-Laws - originally filed with Registrant's Pre-Effective Amendment
No. 1 on Form N-1A filed April 23, 1992 and incorporated by reference
to Exhibit 2 of Post-Effective Amendment No. 15 to the Registrant's
Registration Statement filed on Form N-1A with the SEC via EDGAR
Accession No. 0000912057-96-015938 on July 31, 1996.
(2)(b) Amended By-Laws - incorporated by reference to Exhibit (b)(2) of
Post-Effective Amendment No. 23 on Form N-1A to the Registrant's
Registration Statement filed with the SEC via EDGAR Accession No.
0001047469-98-027407 on July 15, 1998.
(3) Not applicable.
(4) Form of Agreement and Plan of Reorganization is filed herewith.
(5) Not applicable.
(6)(a) Revised Investment Advisory Agreement with Trusco Capital
Management, Inc. - as originally filed with Registrant's
Post-Effective Amendment No. 5 on Form N-1A filed August 2, 1993
and incorporated by reference to Exhibit 5(c) of Post-Effective
Amendment No. 15 to the Registrant's Registration Statement filed
on Form N-1A with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.
(6)(b) Investment Advisory Agreement with American National Bank and Trust
Company - as originally filed with Registrant's Post-Effective
Amendment No. 6 filed on Form N-1A October 22, 1993 and as Exhibit
5(d) of Post-Effective Amendment No. 15 to the Registrant's
Registration Statement filed on Form N-1A with the SEC via EDGAR
Accession No. 0000912057-96-015938 on July 31, 1996.
(6)(c) Investment Advisory Agreement with Sun Bank Capital Management,
National Association (now STI Capital Management, N.A. - as originally
filed with Registrant's Post-Effective Amendment No. 6 on Form N-1A
filed October 22, 1993 and incorporated by reference to Exhibit 5(e)
of Post-Effective Amendment No. 15 to the Registrant's Registration
Statement filed on Form N-1A with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.
(6)(d) Investment Advisory Agreement with Trust Company Bank (now SunTrust
Bank, Atlanta) - as originally filed with Registrant's Post-Effective
Amendment No. 6 on Form N-1A filed October 22, 1993 and incorporated
by reference to Exhibit D(4) of Post-Effective Amendment No. 24 to
the Registrant's Statement on Form N-1A filed with the SEC via EDGAR
Accession No. 0001047469-98-028802 on July 30, 1998.
(7)(a) Distribution Agreement - incorporated by reference to Exhibit 6 of
Post-Effective Amendment No. 16 to the Registrant's Registration
Statement on Form N-1A filed with the SEC via EDGAR Accession No.
0000912057-96-021336 on September 27, 1996.
(8) Not applicable.
(9)(a) Custodian Agreement with Trust Company Bank dated February 1, 1994 -
originally filed with Registrant's Post-Effective Amendment No. 13 on
Form N-1A filed September 28, 1995 and incorporated by reference to
Exhibit 8(b) of Post-Effective Amendment No. 15 to the Registrant's
Registration Statement on Form N-1A filed with the SEC via EDGAR
Accession No. 0000912057-96-015938 on July 31, 1996.
9
<PAGE>
(9)(b) Custodian Agreement with the Bank of California - incorporated by
reference to Exhibit 8(a) of Post-Effective Amendment No. 15 to the
Registrant's Registration Statement on Form N-1A filed with the SEC
via EDGAR Accession No. 0000912057-96-015938 on July 31, 1996.
(9)(c) Fourth Amendment to Custodian Agreement by and between STI Trust &
Investment Operations, Inc. and The Bank of New York dated May 6,
1997 - incorporated by reference to Exhibit 8(d) of Post-Effective
Amendment No. 21 to the Registrant's Registration Statement on Form
N-1A filed with the SEC via EDGAR Accession No. 0000912057-97-032207
on September 30, 1997.
(10) Not applicable.
(11) Opinion and Consent of Morgan, Lewis & Bockius LLP that shares will be
validly issued, fully paid and non-assessable is filed herewith.
(12) Opinion and Consent of Hunton & Williams LLP as to tax matters and
consequences to be filed by amendment.
(13)(a) Transfer Agent Agreement with Federated Services Company dated May 14,
1994 - originally filed with Post-Effective Amendment No. 9 on Form
N-1A filed September 22, 1994 and incorporated by reference to Exhibit
8(c) of Post-Effective Amendment No. 15 to the Registrant's
Registration Statement on Form N-1A filed with the SEC via EDGAR
Accession No. 0000912057-96-015938 on July 31, 1996.
(13)(b) Administration Agreement with SEI Financial Management Corporation
dated May 29, 1995 - originally filed with Post-Effective Amendment
No. 12 on Form N-1A filed August 17, 1995 and incorporated by
reference to Exhibit 9(a) of Post-Effective Amendment No. 15 to the
Registrant's Registration Statement on Form N-1A filed with the SEC
via EDGAR Accession No. 0000912057-96-015938 on July 31, 1996.
(13)(c) Consent to Assignment and Assumption of the Administration Agreement
between STI Classic Funds and SEI Financial Management Corporation -
incorporated by reference to Exhibit 9(b) of Post-Effective Amendment
No. 21 to the Registrant's Registration Statement on Form N-1A filed
with the SEC via EDGAR Assession No. 0000912057-97-032207 on September
30, 1997.
(14)(a) Consent of Arthur Andersen LLP is filed herewith.
(14)(b) Consent of Deloitte & Touche LLP is filed herewith.
(15) Not applicable.
(16) Not applicable.
(17)(a) Prospectuses and SAIs for the Trust Shares, Investor Shares, Flex
Shares, and Institutional Shares of STI Classic Funds dated October 1,
1998 - incorporated by reference to the Rule 497(e) filing on Form
N-1A with the SEC via EDGAR accession number 0001047469-98-036330 as
filed October 2, 1998.
(17)(b) Prospectus and SAI for the Trust Class Shares of the CrestFunds dated
March 31, 1998 - incorporated by reference to the Rule 497(e) filing
on Form N-1A with the SEC via EDGAR accession number
0000916641-98-000435 as filed on April 7, 1998.
(17)(c) Prospectus and SAI for the Investor Class A and B Shares of the
CrestFunds dated March 31, 1998 - incorporated by reference to the
Rule 485(b) filing on Form N-1A with the SEC via EDGAR accession
number 0000916641-98-000390 as filed March 31, 1998.
(17)(d) Audited Financial Statements for the STI Classic Funds dated May 31,
1998 - incorporated by reference to the N-30 D filing with the SEC via
EDGAR accession number 0000935069-98-000125 as filed July 30, 1998.
10
<PAGE>
(17)(e) Audited Financial Statements for the Money Market Funds of the STI
Classic Funds dated May 31, 1998 - incorporated by reference to the
N-30D filing with the SEC via EDGAR accession number
0000935069-98-000125 as filed July 30, 1998.
(17)(f) Semi-Annual Financial Report for the Money Market Funds of the STI
Classic Funds dated November 30, 1998 - incorporated by reference to
the N-30D filing with the SEC via EDGAR accession number
0000935069-99-000011 as filed on January 28, 1999.
(17)(g) Semi-Annual Financial Report for the STI Classic Funds dated November
30, 1998 - incorporated by reference to the N-30D filing with the SEC
via EDGAR accession number 0000935069-99-0009 as filed on January 28,
1999.
(17)(h) Audited Financial Statements for the CrestFunds dated November 30,
1998 - incorporated by reference to the N-30D filing with the
SEC via EDGAR accession number 0000935069-99-00012 as filed
January 28, 1999.
(17)(i) Pro Forma Financial Statements are filed herewith.
11
<PAGE>
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this __ day of _____, 1999, by and between STI Classic Funds, a Massachusetts
business trust, with its principal place of business at 2 Oliver Street, Boston,
MA 02109 (the "Trust"), with respect to its Capital Growth Fund, Small Cap
Growth Stock Fund, Investment Grade Bond Fund, Short-Term Bond Fund, U.S.
Government Securities Fund, Prime Quality Money Market Fund, U.S. Treasury Money
Market Fund, Tax-Free Money Market Fund, Growth and Income Fund, Virginia
Municipal Bond Fund, Virginia Intermediate Municipal Bond Fund, Maryland
Municipal Bond Fund, Life Vision Maximum Growth Portfolio, Life Vision Growth
and Income Portfolio and Life Vision Balanced Portfolio, each a separate
investment portfolio of the Trust (each an "Acquiring Fund" and, together, the
"Acquiring Funds"), and CrestFunds, Inc., a Maryland corporation, with its
principal place of business 32 South Street, Baltimore, MD 21202 ("CrestFunds"),
with respect to its Capital Appreciation Fund, Special Equity Fund, Intermediate
Bond Fund, Limited Term Bond Fund, Government Bond Fund, Cash Reserve Fund, U.S.
Treasury Money Fund, Tax Free Money Fund, Value Fund, Virginia Municipal Bond
Fund, Virginia Intermediate Municipal Bond Fund, Maryland Municipal Bond Fund,
Maximum Growth Portfolio, Growth and Income Portfolio and Balanced Portfolio,
each a separate investment portfolio of CrestFunds (each a "Selling Fund" and,
together the "Selling Funds" and, collectively with the Acquiring Funds, the
"Funds").
This Agreement is intended to be, and is adopted as, a plan of
reorganization and liquidation within the meaning of Section 368(a) of the
United States Internal Revenue Code of 1986, as amended (the "Code"). The
reorganization will consist of (i) the transfer of all of the assets of each
Selling Fund in exchange for, as applicable, Trust Shares, Investor Shares, Flex
Shares of beneficial interest, no par value per share, of its respective
Acquiring Fund ("Acquiring Fund Shares") as set forth on Schedule A attached
hereto; (ii) the assumption by each Acquiring Fund of the identified liabilities
of each Selling Fund; and (iii) the distribution, after the Closing Dates
hereinafter referred to, of the Acquiring Fund Shares to the shareholders of
each Selling Fund and the liquidation of each Selling Fund as provided herein,
all upon the terms and conditions set forth in this Agreement (the
"Reorganization").
WHEREAS, each Acquiring Fund and each Selling Fund is a separate investment
series of the Trust and CrestFunds, respectively, and the Trust and CrestFunds
are open-end, registered management investment companies and each Selling Fund
owns securities that generally are assets of the character in which its
respective Acquiring Fund is permitted to invest;
WHEREAS, each Fund is authorized to issue its shares of beneficial interest
or shares of common stock, as the case may be;
WHEREAS, the Trustees of the Trust have determined that the Reorganization,
with respect to each Acquiring Fund, is in the best interests of each Acquiring
Fund's shareholders and that the interests of the existing shareholders of the
Acquiring Fund will not be diluted as a result of the Reorganization;
<PAGE>
WHEREAS, the Directors of CrestFunds have determined that the
Reorganization, with respect to each Selling Fund, is in the best interests of
the Selling Fund's shareholders and that the interests of the existing
shareholders of the Selling Fund will not be diluted as a result of the
Reorganization;
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows;
ARTICLE I
TRANSFER OF ASSETS OF THE SELLING FUNDS IN EXCHANGE FOR ACQUIRING
FUND SHARES AND THE ASSUMPTION OF SELLING FUNDS' LIABILITIES AND
LIQUIDATION OF THE SELLING FUNDS
1.1 THE EXCHANGE. Subject to the terms and conditions contained herein
and on the basis of the representations and warranties contained herein, each
Selling Fund agrees to transfer all of its assets, as set forth in paragraph
1.2, to its respective Acquiring Fund. In exchange, each Acquiring Fund agrees:
(i) to deliver to its respective Selling Funds the number of full and fractional
shares of the Acquiring Fund Shares, determined by (a) multiplying the shares
outstanding of each class of the Selling Fund by (b) the ratio computed by
dividing (x) the net asset value per share of each such class of the Selling
Fund by (y) the net asset value per share of the corresponding class of
Acquiring Fund Shares computed in the manner and as of the time and date set
forth in paragraph 2.2; and (ii) to assume the identified liabilities of the
Selling Fund, as set forth in paragraph 1.3. Such transactions shall take place
at the closing provided for in paragraph 3.1.
1.2 ASSETS TO BE ACQUIRED. The assets of each Selling Fund to be
acquired by its respective Acquiring Fund shall consist of all property,
including, without limitation, all cash, securities, commodities, interests in
futures and dividends or interest receivables, owned by the Selling Fund and any
deferred or prepaid expenses shown as an asset on the books of the Selling Fund
on its Closing Date.
Each Selling Fund has provided its respective Acquiring Fund with its most
recent audited financial statements, which contain a list of all of the Selling
Fund's assets as of the date of such statements. Each Selling Fund hereby
represents that as of the date of the execution of this Agreement, there have
been no changes in its financial position as reflected in said financial
statements other than those occurring in the ordinary course of business in
connection with the purchase and sale of securities and the payment of normal
operating expenses and the payment of dividends, capital gains distributions and
redemption proceeds to shareholders.
Each Selling Fund will, within a reasonable period of time prior to the
Closing Date, furnish each Acquiring Fund with a list of the Selling Fund's
portfolio securities and other investments. Each Acquiring Fund will, within a
reasonable time prior to the Closing Dates, furnish its respective Selling Fund
with a list of the securities, if any, on the Selling Fund's list referred to
above that do not conform to the Acquiring Fund's investment objectives,
policies,
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and restrictions. A Selling Fund, if requested by its Acquiring Funds, will
dispose of securities on the Acquiring Fund's list prior to the Closing Date.
In addition, if it is determined that the portfolios of a Selling Fund and its
Acquiring Fund, when aggregated, would contain investments exceeding certain
percentage limitations imposed upon the Acquiring Fund with respect to such
investments, the Selling Fund, if requested by the Acquiring Fund, will dispose
of a sufficient amount of such investments as may be necessary to avoid
violating such limitations as of the Closing Date. Notwithstanding the
foregoing, nothing herein will require a Selling Fund to dispose of any
investments or securities if, in the reasonable judgment of the Selling Fund's
directors or adviser, such disposition would adversely affect the tax-free
nature of the Reorganization or would violate their fiduciary duties to the
Selling Fund's shareholders.
1.3 LIABILITIES TO BE ASSUMED. Each Selling Fund will endeavor to
discharge all of its known liabilities and obligations prior to the Closing
Date. Each Acquiring Fund shall assume only those liabilities, expenses, costs,
charges and reserves reflected on a Statement of Assets and Liabilities of its
respective Selling Fund prepared on behalf of the Selling Fund, as of the
Valuation Date (as defined in paragraph 2.1), in accordance with generally
accepted accounting principles consistently applied from the prior audited
period. Each Acquiring Fund shall assume only those liabilities of its
respective Selling Fund reflected in its Statement of Assets and Liabilities and
shall not assume any other liabilities, whether absolute or contingent, known or
unknown, accrued or unaccrued, all of which shall remain the obligation of the
Selling Fund.
In addition, upon completion of the Reorganization, for purposes of
calculating the maximum amount of sales charges (including asset based sales
charges) permitted to be imposed by an Acquiring Fund under the National
Association of Securities Dealers, Inc. ("NASD") Conduct Rule 2830 (the "Maximum
Amount"), each Acquiring Fund will add to the Maximum Amount immediately prior
to the Reorganization, the Maximum Amount of each Selling Fund immediately prior
to the Reorganization, calculated in accordance with NASD Conduct Rule 2830.
1.4 Prior to each Closing Date, the Trust and CrestFunds shall file
appropriate Articles of Transfer pursuant to the laws of the State of Maryland,
effective as of each respective Closing Date.
1.5 LIQUIDATION AND DISTRIBUTION. On or as soon after its Closing
Date as is conveniently practicable (the "Liquidation Date"): (a) each
Selling Fund will distribute in complete liquidation of the Selling Fund, pro
rata to its shareholders of record, determined as of the close of business on
the Valuation Date (the "Selling Fund Shareholders"), all of the Acquiring
Fund Shares received by the Selling Fund pursuant to paragraph 1.1; and (b)
the Selling Fund will thereupon proceed to dissolve and terminate as set
forth in paragraph 1.9 below. Such distribution will be accomplished by the
transfer of Acquiring Fund Shares credited to the account of the Selling Fund
on the books of the Acquiring Fund to open accounts on the share records of
the Acquiring Fund in the name of the Selling Fund Shareholders, and
representing the respective pro rata number of Acquiring Fund Shares due such
shareholders. All issued and outstanding shares of the Selling Fund will
simultaneously be canceled on the books
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of the Selling Fund. The Acquiring Fund shall not issue certificates
representing Acquiring Fund Shares in connection with such transfer. Each
Selling Fund Shareholder shall have the right to receive any unpaid dividends
or other distributions that were declared by the Selling Fund before the
Effective Time with respect to Selling Fund shares that are held of record by
a Selling Fund Shareholder at the Effective Time on the Closing Date.
1.6 OWNERSHIP OF SHARES. Ownership of Acquiring Fund Shares will be
shown on the books of each Acquiring Fund's transfer agent. Shares of each
Acquiring Fund will be issued simultaneously to its corresponding Selling Fund,
in an amount equal in value to the net asset value of each Selling Fund's
shares, to be distributed to shareholders of each Selling Fund.
1.7 TRANSFER TAXES. Any transfer taxes payable upon the issuance of
Acquiring Fund Shares in a name other than the registered holder of the Selling
Fund shares on the books of the Selling Fund as of that time shall, as a
condition of such issuance and transfer, be paid by the person to whom such
Acquiring Fund Shares are to be issued and transferred.
1.8 REPORTING RESPONSIBILITY. Any reporting responsibility of each
Selling Fund is and shall remain the responsibility of the Selling Fund, up to
and including the Closing Date, and such later date on which the Selling Fund is
terminated.
1.9 TERMINATION. Each Selling Fund shall be terminated promptly
following its Closing Date and the making of all distributions pursuant to
paragraph 1.5.
1.10 Subject to the conditions set forth in this Agreement, the failure
of one of the Selling Funds to consummate the transactions contemplated hereby
shall not affect the consummation or validity of a Reorganization with respect
to any other Selling Fund, and the provisions of this Agreement shall be
construed to effect this intent, including, without limitation, as the context
requires, construing the terms "Acquiring Fund" and "Selling Fund" as meaning
only those series of the Trust and CrestFunds, respectively, which are involved
in a Reorganization as of the Closing Dates.
ARTICLE II
VALUATION
2.1 VALUATION OF ASSETS. The value of a Selling Fund's assets to be
acquired by its respective Acquiring Fund hereunder shall be the value of such
assets computed as of the close of normal trading on the New York Stock Exchange
("NYSE") on the business day immediately prior to each respective Closing Date
(such time and date being hereinafter called a "Valuation Date"), using the
valuation procedures set forth in the Trust's Declaration of Trust and each
Acquiring Fund's then current prospectuses and statements of additional
information or such other valuation procedures as shall be mutually agreed upon
by the parties. Each Acquiring Fund and Selling Fund agrees, however, to use
all commercially reasonable efforts to resolve any material pricing differences
between the prices of portfolio securities determined in accordance
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with the pricing policies and procedures of a Selling Fund and those determined
in accordance with the pricing policies and procedures of its respective
Acquiring Fund.
2.2 VALUATION OF SHARES. The net asset value per share of Acquiring
Fund Shares shall be the net asset value per share computed as of the close of
normal trading on the NYSE on the Valuation Date, using the valuation procedures
set forth in the Trust's Declaration of Trust and each Acquiring Fund's then
current prospectuses and statements of additional information.
2.3 SHARES TO BE ISSUED. The number of each Acquiring Fund's shares of
each class to be issued (including fractional shares, if any) in exchange for
its respective Selling Fund's assets, shall be determined by (a) multiplying the
shares outstanding of each class of the Selling Fund by (b) the ratio computed
by (x) dividing the net asset value per share of the Selling Fund of each of its
classes by (y) the net asset value per share of the corresponding classes of the
Acquiring Fund determined in accordance with paragraph 2.2 [(a) x (b), where
(b)=(x)DIVIDED BY(y)]. Holders of Trust Class Shares, Investor Class A Shares,
and Investor Class B Shares of the Selling Fund will receive Trust Shares,
Investor Shares and Flex Shares, respectively, of the Acquiring Fund; provided
however, that holders of Investor Class B Shares of the Cash Reserve Fund will
receive Investor Shares of the STI Classic Prime Quality Money Market Fund and
holders of Investor Class A Shares of the CrestFunds Special Equity Fund will
receive Trust Shares of the STI Classic Small Cap Growth Stock Fund.
2.4 DETERMINATION OF VALUE. All computations of value shall be made by
SunTrust Bank, Atlanta in accordance with its regular practice in pricing the
shares and assets of each Acquiring Fund.
2.5 MONEY MARKET FUND VALUE. It is understood and agreed that the
value of the assets of the Cash Reserve Fund and the value of shares of the
corresponding Acquiring Fund, the Prime Quality Money Market Fund, for purposes
of sales and redemptions shall be based on the amortized cost valuation
procedures that have been adopted by the Board of Directors of CrestFunds and
the Board of Trustees of the Trust, respectively; PROVIDED that if the
difference between the per share net asset values of Cash Reserve Fund and the
Prime Quality Money Market Fund equals or exceeds $.0025, as next regularly
computed immediately prior to the Valuation Date by using such market values in
accordance with the policies and procedures established by the Trust (or as
otherwise mutually determined by the Board of Directors of CrestFunds and the
Board of Trustees of the Trust, either the Board of Directors of CrestFunds or
the Board of Trustees of the Trust shall have the right to postpone the
Valuation Date and the Closing Date of the Reorganization with respect to such
Cash Reserve Fund until such time as the per share difference is less than
$.0025.
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ARTICLE III
CLOSING AND CLOSING DATES
3.1 CLOSING DATES. The closing (the "Closing") shall occur in two
steps. There will be a separate closing on or about May 15, 1999 for the
CrestFunds' Capital Appreciation Fund, Special Equity Fund, Intermediate Bond
Fund, Limited Term Bond Fund, Government Bond Fund, Cash Reserve Fund and a
separate closing on May 22, 1999 for the CrestFunds' U.S. Treasury Money Fund,
Tax Free Money Fund, Value Fund, Virginia Municipal Bond Fund, Virginia
Intermediate Municipal Bond Fund, Maryland Municipal Bond Fund, Maximum Growth
Portfolio, Growth and Income Portfolio and Balanced Portfolio, or such other
date(s) as the parties may agree to in writing (the "Closing Dates"). All acts
taking place at the Closing shall be deemed to take place immediately prior to
the Closing Dates unless otherwise provided. The Closing shall be held as of
9:00 a.m. (the "Effective Time") at the offices of the SEI Investments, One
Freedom Valley Drive, Oaks, PA 19456, or at such other time and/or place as the
parties may agree.
3.2 CUSTODIAN'S CERTIFICATE. Crestar Bank, as custodian for each
Selling Fund (the "Custodian"), shall deliver at the Closing a certificate of an
authorized officer stating that: (a) each Selling Fund's portfolio securities,
cash, and any other assets shall have been delivered in proper form to its
respective Acquiring Fund on the Closing Dates; and (b) all necessary taxes
including all applicable federal and state stock transfer stamps, if any, shall
have been paid, or provision for payment shall have been made, in conjunction
with the delivery of portfolio securities by the Selling Fund.
3.3 EFFECT OF SUSPENSION IN TRADING. In the event that on the
Valuation Date, either: (a) the NYSE or another primary exchange on which the
portfolio securities of an Acquiring Fund or a Selling Fund are purchased or
sold, shall be closed to trading or trading on such exchange shall be
restricted; or (b) trading or the reporting of trading on the NYSE or elsewhere
shall be disrupted so that accurate appraisal of the value of the net assets of
an Acquiring Fund or a Selling Fund is impracticable, the Valuation Date shall
be postponed until the first business day after the day when trading is fully
resumed and reporting is restored.
3.4 TRANSFER AGENT'S CERTIFICATE. Crestar Bank, as transfer agent for
each Selling Fund as of the Closing Dates, shall deliver at the Closing a
certificate of an authorized officer stating that its records contain the names
and addresses of Selling Fund Shareholders, and the number and percentage
ownership of outstanding shares owned by each such shareholder immediately prior
to the Closing. Each Acquiring Fund shall issue and deliver or cause Federated
Services Company, its transfer agent, to issue and deliver a confirmation
evidencing Acquiring Fund Shares to be credited on the Closing Dates to the
Secretary of CrestFunds or provide evidence satisfactory to the Selling Fund
that such Acquiring Fund Shares have been credited to the Selling Fund's account
on the books of the Acquiring Fund. At the Closing, each party shall deliver to
the other such bills of sale, checks, assignments, share certificates, receipts
and other documents, if any, as such other party or its counsel may reasonably
request.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1 REPRESENTATIONS OF THE SELLING FUNDS. Each Selling Fund represents
and warrants to its respective Acquiring Fund as follows:
(a) The Selling Fund is a separate investment series of a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Maryland.
(b) The Selling Fund is a separate investment series of a
Maryland corporation that is registered as an open-end management investment
company, and its registration with the Securities and Exchange Commission (the
"Commission") as an investment company under the Investment Company Act of 1940
(the "1940 Act"), is in full force and effect.
(c) The current prospectuses and statements of additional
information of the Selling Fund conform in all material respects to the
applicable requirements of the Securities Act of 1933 (the "1933 Act") and the
1940 Act, and the rules and regulations thereunder, and do not include any
untrue statement of a material fact or omit to state any material fact required
to be stated or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(d) The Selling Fund is not, and the execution, delivery, and
performance of this Agreement (subject to shareholder approval) will not result
in the violation of any provision of CrestFunds' Articles of Incorporation or
By-Laws or of any material agreement, indenture, instrument, contract, lease, or
other undertaking to which the Selling Fund is a party or by which it is bound.
(e) The Selling Fund has no material contracts or other
commitments (other than this Agreement) that will be terminated with liability
to it prior to the Closing Date, except for liabilities, if any, to be
discharged or reflected in the Statement of Assets and Liabilities as provided
in paragraph 1.3 hereof.
(f) Except as otherwise disclosed in writing to and accepted by
the Acquiring Fund, no litigation, administrative proceeding, or investigation
of or before any court or governmental body is presently pending or to its
knowledge threatened against the Selling Fund or any of its properties or
assets, which, if adversely determined, would materially and adversely affect
its financial condition, the conduct of its business, or the ability of the
Selling Fund to carry out the transactions contemplated by this Agreement. The
Selling Fund knows of no facts that might form the basis for the institution of
such proceedings and are not a party to or subject to the provisions of any
order, decree, or judgment of any court or governmental body that materially and
adversely affects the Selling Fund's business or its ability to consummate the
transactions contemplated herein.
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(g) The financial statements of the Selling Fund are in
accordance with generally accepted accounting principles, and such statements
(copies of which have been furnished to the Acquiring Funds) fairly reflect the
financial condition of the Selling Fund as of November 30, 1998, and there are
no known contingent liabilities of the Selling Fund as of that date not
disclosed in such statements.
(h) Since November 30, 1998 there have been no material adverse
changes in the Selling Fund's financial condition, assets, liabilities for
business (other than changes occurring in the ordinary course of business), or
any incurrence by the Selling Fund of indebtedness maturing more than one year
from the date such indebtedness was incurred, except as otherwise disclosed to
and accepted by the Acquiring Fund. For the purposes of this subparagraph (h),
a decline in the net asset value of the Selling Fund shall not constitute a
material adverse change.
(i) At the Closing Date, all federal and other tax returns and
reports of the Selling Fund required by law to be filed by such date, shall have
been filed, and all federal and other taxes shown due on such returns and
reports shall have been paid, or provision shall have been made for the payment
thereof. To the best of the Selling Fund's knowledge, no such return is
currently under audit, and no assessment has been asserted with respect to such
returns.
(j) All issued and outstanding shares of the Selling Fund are,
and at the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable by the Selling Fund. All of the issued and outstanding
shares of the Selling Fund will, at the time of the Closing Date, be held by the
persons and in the amounts set forth in the records of the Selling Fund's
transfer agent as provided in paragraph 3.4. The Selling Fund has no
outstanding options, warrants, or other rights to subscribe for or purchase any
of the Selling Fund shares, and has no outstanding securities convertible into
any of the Selling Fund shares.
(k) At the Closing Date, the Selling Fund will have good and
marketable title to the Selling Fund's assets to be transferred to the Acquiring
Fund pursuant to paragraph 1.2, and full right, power, and authority to sell,
assign, transfer, and deliver such assets hereunder, and, upon delivery and
payment for such assets, and the filing of Articles of Transfer pursuant to the
laws of the State of Maryland, the Acquiring Fund will acquire good and
marketable title, subject to no restrictions on the full transfer of such
assets, including such restrictions as might arise under the 1933 Act, other
than as disclosed to and accepted by the Acquiring Fund.
(l) The execution, delivery, and performance of this Agreement
have been duly authorized by all necessary action on the part of the Selling
Fund. Subject to approval by the Selling Fund Shareholders, this Agreement
constitutes a valid and binding obligation of the Selling Fund, enforceable in
accordance with its terms, subject as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium, and other laws relating to or affecting creditors'
rights and to general equity principles.
(m) The information to be furnished by the Selling Fund for use
in no-action letters, applications for orders, registration statements, proxy
materials, and other documents that
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may be necessary in connection with the transactions contemplated herein shall
be accurate and complete in all material respects and shall comply in all
material respects with federal securities and other laws and regulations.
(n) From the effective date of the Registration Statement (as
defined in paragraph 5.7), through the time of the meeting of the Selling Fund
Shareholders and on the Closing Date, any written information furnished by the
Selling Fund with respect to the Selling Fund for use in the Prospectus/Proxy
Statement (as defined in paragraph 5.7), the Registration Statement or any other
materials provided in connection with the Reorganization, does not and will not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated or necessary to make the statements, in light of the
circumstances under which such statements were made, not misleading.
(o) The Selling Fund has elected to qualify and has qualified as
a "regulated investment company" under the Code, as of and since its first
taxable year; has been a "regulated investment company" under the Code at all
times since the end of its first taxable year when it so qualified; and
qualifies and shall continue to qualify as a "regulated investment company"
under the Code for its taxable year ending upon its liquidation.
(p) No governmental consents, approvals, authorizations or
filings are required under the 1933 Act, the Securities Exchange Act of 1934
(the "1934 Act"), the 1940 Act or Maryland law for the execution of this
Agreement by CrestFunds, for itself and on behalf of each Selling Fund, except
for the effectiveness of the Registration Statement, the necessary exemptive
relief requested from the Commission or its staff with respect to Sections 17(a)
and 17(b) of the 1940 Act, and the filing of Articles of Transfer pursuant to
Maryland law, and except for such other consents, approvals, authorizations and
filings as have been made or received, and such consents, approvals,
authorizations and filings as may be required subsequent to the Closing Date, it
being understood, however, that this Agreement and the transactions contemplated
herein must be approved by the shareholders of the Selling Fund as described in
paragraph 5.2.
4.2 REPRESENTATIONS OF THE ACQUIRING FUNDS. Each Acquiring Fund
represents and warrants to its respective Selling Fund as follows:
(a) The Acquiring Fund is a separate investment series of a
Massachusetts business trust, duly organized, validly existing and in good
standing under the laws of the Commonwealth of Massachusetts.
(b) The Acquiring Fund is a separate investment series of a
Massachusetts business trust that is registered as open-end management
investment company, and its registration with the Commission as an investment
company under the 1940 Act is in full force and effect.
(c) The current prospectuses and statements of additional
information of the Acquiring Fund conform in all material respects to the
applicable requirements of the 1933 Act
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and the 1940 Act and the rules and regulations thereunder, and do not include
any untrue statement of a material fact or omit to state any material fact
required to be stated or necessary to make such statements therein, in light of
the circumstances under which they were made, not misleading.
(d) The Acquiring Fund is not, and the execution, delivery and
performance of this Agreement will not result, in violation of the Trust's
Declaration of Trust or By-Laws or of any material agreement, indenture,
instrument, contract, lease, or other undertaking to which the Acquiring Fund is
a party or by which it is bound.
(e) Except as otherwise disclosed in writing to the Selling Fund
and accepted by the Selling Fund, no litigation, administrative proceeding or
investigation of or before any court or governmental body is presently pending,
or to its knowledge, threatened against the Acquiring Fund or any of its
properties or assets, which, if adversely determined, would materially and
adversely affect its financial condition and the conduct of its business or the
ability of the Acquiring Fund to carry out the transactions contemplated by this
Agreement. The Acquiring Fund knows of no facts that might form the basis for
the institution of such proceedings and it is not a party to or subject to the
provisions of any order, decree, or judgment of any court or governmental body
that materially and adversely affects its business or its ability to consummate
the transaction contemplated herein.
(f) The financial statements of the Acquiring Fund are in
accordance with generally accepted accounting principles, and such statements
(copies of which have been furnished to the Selling Funds) fairly reflect the
financial condition of the Acquiring Fund as of November 30, 1998, and there are
no known contingent liabilities of the Acquiring Fund as of such date which are
not disclosed in such statements.
(g) Since November 30, 1998 there have been no material adverse
changes in the Acquiring Fund's financial condition, assets, liabilities, or
business (other than changes occurring in the ordinary course of business), or
any incurrence by the Acquiring Fund of indebtedness maturing more than one year
from the date such indebtedness was incurred, except as otherwise disclosed to
and accepted by the Selling Fund. For the purposes of this subparagraph (g), a
decline in the net asset value of the Acquiring Fund shall not constitute a
material adverse change.
(h) At the Closing Date, all federal and other tax returns and
reports of the Acquiring Funds required by law to be filed by such date shall
have been filed. All federal and other taxes shown due on such returns and
reports shall have been paid or provision shall have been made for their
payment. To the best of the Acquiring Funds' knowledge, no such return is
currently under audit, and no assessment has been asserted with respect to such
returns.
(i) All issued and outstanding Acquiring Fund Shares are, and at
the Closing Date will be, duly and validly issued and outstanding, fully paid
and non-assessable by the Acquiring Fund. The Acquiring Fund has no outstanding
options, warrants, or other rights to subscribe for or purchase any Acquiring
Funds Share, and there are no outstanding securities convertible into any
Acquiring Fund Shares.
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(j) The execution, delivery, and performance of this Agreement
have been duly authorized by all necessary action on the part of the Acquiring
Fund, and this Agreement constitutes a valid and binding obligation of the
Acquiring Fund, enforceable in accordance with its terms, subject as to
enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other
laws relating to or affecting creditors' rights and to general equity
principles.
(k) Acquiring Fund Shares to be issued and delivered to the
Selling Fund for the account of the Selling Fund Shareholders pursuant to the
terms of this Agreement will, at the Closing Date, have been duly authorized.
When so issued and delivered, such shares will be duly and validly issued
Acquiring Fund Shares, and will be fully paid and non-assessable.
(l) The information to be furnished by the Acquiring Fund for
use in no-action letters, applications for orders, registration statements,
proxy materials, and other documents that may be necessary in connection with
the transactions contemplated herein shall be accurate and complete in all
material respects and shall comply in all material respects with federal
securities and other laws and regulations.
(m) From the effective date of the Registration Statement (as
defined in paragraph 5.7), through the time of the meeting of the Selling Fund
shareholders and on the Closing Dates, any written information furnished by the
Trust with respect to an Acquiring Fund for use in the Prospectus/Proxy
Statement (as defined paragraph 5.7), the Registration Statement or any other
materials provided in connection with the Reorganization, does not and will not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated or necessary to make the statements, in light of the
circumstances under which such statements were made, not misleading.
(n) The Acquiring Fund agrees to use all reasonable efforts to
obtain the approvals and authorizations required by the 1933 Act, the 1940 Act,
and any state Blue Sky or securities laws as it may deem appropriate in order to
continue its operations after the Closing Date.
(o) No governmental consents, approvals, authorizations or
filings are required under the 1933 Act, the 1934 Act, the 1940 Act or
Massachusetts law for the execution of this Agreement by the Trust, for itself
and on behalf of the Acquiring Fund, or the performance of the Agreement by the
Trust, for itself and on behalf of the Acquiring Fund, except for the
effectiveness of the Registration Statement, the necessary exemptive relief
requested from the Commission or its staff with respect to Sections 17(a) and
17(b) of the 1940 Act, and such other consents, approvals, authorizations and
filings as have been made or received, and except for such consents, approvals,
authorizations and filings as may be required subsequent to the Closing Date.
(p) The Acquiring Fund intends to qualify as a "regulated
investment company" under the Code, and with respect to each Acquiring Fund that
has conducted material investment operations prior to the Closing Date, the
Acquiring Fund has elected to qualify and has qualified as a "regulated
investment company" under the Code as of and since its first taxable year; has
been a "regulated investment company" under the Code at all times since the end
of its first taxable year when it so qualified; and qualifies and shall continue
to qualify as a "regulated investment company" under the Code for its current
taxable year.
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ARTICLE V
COVENANTS OF EACH ACQUIRING FUND AND EACH SELLING FUND
5.1 OPERATION IN ORDINARY COURSE. Subject to paragraph 8.5 each
Acquiring Fund and Selling Fund will operate its respective business in the
ordinary course between the date of this Agreement and the respective Closing
Date, it being understood that such ordinary course of business will include
customary dividends and distributions and shareholder redemptions.
5.2 APPROVAL OF SHAREHOLDERS. CrestFunds will call a meeting of
Selling Fund Shareholders to consider and act upon this Agreement and to take
all other action necessary to obtain approval of the transactions contemplated
herein.
5.3 INVESTMENT REPRESENTATION. Each Selling Fund covenants that the
Acquiring Fund Shares to be issued pursuant to this Agreement are not being
acquired for the purpose of making any distribution, other than in connection
with the Reorganization and in accordance with the terms of this Agreement.
5.4 ADDITIONAL INFORMATION. Each Selling Fund will assist its
respective Acquiring Fund in obtaining such information as the Acquiring Fund
reasonably requests concerning the beneficial ownership of the Selling Fund's
shares.
5.5 FURTHER ACTION. Subject to the provisions of this Agreement, each
Acquiring Fund and its respective Selling Fund will each take or cause to be
taken, all action, and do or cause to be done, all things reasonably necessary,
proper or advisable to consummate and make effective the transactions
contemplated by this Agreement, including any actions required to be taken after
the applicable Closing Date.
5.6 STATEMENT OF EARNINGS AND PROFITS. As promptly as practicable, but
in any case within sixty days after the applicable Closing Date, each Selling
Fund shall furnish its respective Acquiring Fund, in such form as is reasonably
satisfactory to the Acquiring Fund, a statement of the earnings and profits of
the Selling Fund for federal income tax purposes that will be carried over by
the Acquiring Fund as a result of Section 381 of the Code, and which will be
reviewed by Deloitte & Touche LLP and certified by CrestFunds' Treasurer.
5.7 PREPARATION OF FORM N-14 REGISTRATION STATEMENT. The Trust will
prepare and file with the Commission a registration statement on Form N-14 under
the 1933 Act (the "Registration Statement"), relating to the Acquiring Fund
Shares, which, without limitation, shall include a proxy statement of each
Selling Fund and the prospectus of each Acquiring Fund relating to the
transaction contemplated by this Agreement (the "Prospectus/Proxy Statement").
The Registration Statement shall be in compliance with the 1933 Act, the 1934
Act and the 1940 Act. Each Selling Fund will provide its respective Acquiring
Funds with the materials and information necessary to prepare the
Prospectus/Proxy Statement for inclusion in the Registration Statement, in
connection with the meeting of the Selling Funds Shareholders to consider the
approval of this Agreement and the transactions contemplated herein.
12
<PAGE>
5.8 INDEMNIFICATION OF DIRECTORS. The Trust will assume all
liabilities and obligations of CrestFunds relating to any obligation of
CrestFunds to indemnify its current and former Directors and officers, acting in
their capacities as such, to the fullest extent permitted by law and the
CrestFunds' Articles of Incorporation, as in effect as of the date of this
Agreement. Without limiting the foregoing, the Trust agrees that all rights to
indemnification and all limitations of liability existing in favor of the
current and former Directors and officers, acting in their capacities as such,
under the CrestFunds' Articles of Incorporation as in effect as of the date of
this Agreement shall survive the Reorganization and shall continue in full force
and effect, without any amendment thereto, and shall constitute rights which may
be asserted against the Trust, its successors or assigns.
ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH SELLING FUND
The obligations of each Selling Fund to consummate the transactions
provided for herein shall be subject, at its election, to the performance by its
respective Acquiring Fund of all the obligations to be performed by it pursuant
to this Agreement on or before the applicable Closing Date, and, in addition
subject to the following conditions:
6.1 All representations, covenants, and warranties of the Acquiring
Fund contained in this Agreement shall be true and correct as of the date hereof
and as of its respective Closing Date, with the same force and effect as if made
on and as of that Closing Date. Each Acquiring Fund shall have delivered to its
respective Selling Fund a certificate executed in the Acquiring Fund's name by
the Trust's President or Vice President and its Treasurer or Assistant
Treasurer, in form and substance satisfactory to the Selling Fund and dated as
of the applicable Closing Date, to such effect and as to such other matters as
the Selling Fund shall reasonably request.
6.2 Each Selling Funds shall have received on the applicable Closing
Date an opinion from Morgan, Lewis & Bockius LLP, counsel to the Trust, dated as
of the Closing Date, in a form reasonably satisfactory to the Selling Fund,
covering the following points:
(a) Each Acquiring Fund is a separate investment series of a
Massachusetts business trust duly organized, validly existing and in good
standing under the laws of the Commonwealth of Massachusetts, and has the power
to own all of its properties and assets and to carry on its business as
presently conducted.
(b) Each Acquiring Fund is a separate investment series of a
Massachusetts business trust registered as an investment company under the 1940
Act, and, to such counsel's knowledge, such registration with the Commission is
in full force and effect.
(c) This Agreement has been duly authorized, executed, and
delivered by the Trust on behalf of each Acquiring Fund and, assuming due
authorization, execution and delivery of this Agreement by the Selling Funds, is
a valid and binding obligation of the Acquiring Funds enforceable against each
Acquiring Funds in accordance with its terms, subject as to enforcement, to
bankruptcy, insolvency, reorganization, moratorium, and other laws relating to
or affecting creditors' rights generally and to general equity principles.
13
<PAGE>
(d) Assuming that a consideration of not less than the net asset
value of Acquiring Fund Shares has been paid, Acquiring Fund Shares to be issued
and delivered to each Selling Fund on behalf of the Selling Fund Shareholders,
as provided by this Agreement, are duly authorized and upon such delivery will
be legally issued and outstanding and fully paid and non- assessable, and no
shareholder of an Acquiring Fund has any preemptive rights with respect to
Acquiring Fund Shares.
(e) The Registration Statement, has been declared effective by
the Commission and to such counsel's knowledge, no stop order under the 1933 Act
pertaining thereto has been issued, and to the knowledge of such counsel, no
consent, approval, authorization or order of any court or governmental authority
of the United States or the Commonwealth of Massachusetts is required for
consummation by the Acquiring Funds of the transactions contemplated herein,
except as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act,
and as may be required under state securities laws.
(f) The execution and delivery of this Agreement did not, and
the consummation of the transactions contemplated herein will not, result in a
violation of the Trust's Declaration of Trust or By-Laws or any provision of any
material agreement, indenture, instrument, contract, lease or other undertaking
(in each case known to such counsel) to which an Acquiring Fund is a party or by
which an Acquiring Fund or any of its properties may be bound or, to the
knowledge of such counsel, result in the acceleration of any obligation or the
imposition of any penalty, under any agreement, judgment, or decree to which an
Acquiring Fund is a party or by which it is bound.
(g) The descriptions in the Prospectus and Proxy Statement of
statutes, legal and governmental proceedings and material contracts, if any
(only insofar as they relate to an Acquiring Fund), are accurate and fairly
present the information required to be shown.
(h) Such counsel does not know of any legal or governmental
proceedings (only insofar as they relate to an Acquiring Fund) existing on or
before the effective date of the Registration Statement or the Closing Dates
which are required to be described in the Registration Statement or to be filed
as exhibits to the Registration Statement which are not described or filed as
required.
(i) To the knowledge of such counsel, no litigation or
administrative proceeding or investigation of or before any court or
governmental body is presently pending or threatened as to an Acquiring Fund or
any of its properties or assets. The Acquiring Funds are not a party to or
subject to the provisions of any order, decree or judgment of any court or
governmental body, which materially and adversely affects the Acquiring Funds'
business, other than as previously disclosed in the Registration Statement.
Such counsel shall also state that they have participated in conferences
with officers and other representatives of each Acquiring Fund at which the
contents of the Prospectus and Proxy Statement and related matters were
discussed. Although such counsel are not passing upon and do not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Prospectus and Proxy Statement (except to the extent indicated
in their opinion in paragraph (g), above), on the basis of the foregoing
(relying as to materiality to a large extent upon the opinions of the Trust's
officers and other representatives of each Acquiring Fund), no facts have come
to their
14
<PAGE>
attention that lead them to believe that the Prospectus and Proxy Statement as
of its date, as of the date of each Selling Fund Shareholders' meeting, and as
of the applicable Closing Date, contained an untrue statement of a material fact
or omitted to state a material fact required to be stated regarding an Acquiring
Fund or necessary, in the light of the circumstances under which they were made,
to make the such statements regarding an Acquiring Fund not misleading. Such
opinion may state that such counsel does not express any opinion or belief as to
the financial statements or any financial or statistical data, or as to the
information relating to each Selling Fund, contained in the Prospectus and Proxy
Statement or the Registration Statement, and that such opinion is solely for the
benefit of CrestFunds and each Selling Fund. Such opinion shall contain such
other assumptions and limitations as shall be in the opinion of Morgan, Lewis &
Bockius LLP appropriate to render the opinions expressed therein.
In this paragraph 6.2, references to the Prospectus and Proxy Statement
include and relate to only the text of such Prospectus and Proxy Statement and
not to any exhibits or attachments thereto or to any documents incorporated by
reference therein.
6.3 As of the Closing Date with respect to the Reorganization of each
Selling Fund, there shall have been no material change in the investment
objective, policies and restrictions nor any material change in the investment
management fees, fee levels payable pursuant to the 12b-1 plan of distribution,
other fees payable for services provided to each Acquiring Fund, fee waiver or
expense reimbursement undertakings, or sales loads of the Acquiring Funds from
those fee amounts, undertakings and sales load amounts of the Acquiring Fund
described in the Prospectus/Proxy Statement.
6.4 For the period beginning at the applicable Closing Date and ending
not less than six years thereafter, the Trust, its successor or assigns shall
provide, or cause to be provided, liability coverage at least as comparable to
the liability coverage currently applicable to both former and current Directors
and officers of CrestFunds, covering the actions of such Directors and officers
of CrestFunds for the period they served as such.
ARTICLE VII
CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH ACQUIRING FUND
The obligations of each Acquiring Fund to consummate the transactions
provided for herein shall be subject, at their election, to the performance by
the Selling Fund of all the obligations to be performed by the Selling Funds
pursuant to this Agreement, on or before the applicable Closing Date and, in
addition, shall be subject to the following conditions:
7.1 All representations, covenants, and warranties of a Selling Fund
contained in this Agreement shall be true and correct as of the date hereof and
as of the applicable Closing Date, with the same force and effect as if made on
and as of the Closing Date. Each Selling Fund shall have delivered to its
respective Acquiring Funds on the Closing Date a certificate executed in the
Selling Fund's name by CrestFunds' President or Vice President and the Treasurer
or Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund
and dated as of the Closing Dates, to such effect and as to such other matters
as the Acquiring Fund shall reasonably request.
15
<PAGE>
7.2 Each Selling Fund shall have delivered to its respective Acquiring
Fund a statement of the Selling Fund's assets and liabilities, together with a
list of the selling Fund's portfolio securities showing the tax costs of such
securities by lot and the holding periods of such securities, as of the Closing
Dates, certified by the Treasurer of CrestFunds.
7.3 Each Acquiring Fund shall have received on the applicable Closing
Date an opinion of Hunton & Williams, counsel to each Selling Fund, dated as of
the Closing Date in a form satisfactory to the Acquiring Fund covering the
following points:
(a) The Selling Fund is a separate investment series of a
corporation duly organized, validly existing and in good standing under the laws
of the State of Maryland and each has the power to own all of its properties and
assets and to carry on its business as presently conducted.
(b) The Selling Fund is a separate investment series of a
Maryland corporation registered as an investment company under the 1940 Act,
and, to such counsel's knowledge, such registration with the Commission is in
full force and effect.
(c) This Agreement has been duly authorized, executed and
delivered by CrestFunds on behalf of each Selling Fund and, assuming due
authorization, execution and delivery of this Agreement by the Trust on behalf
of each Acquiring Fund is a valid and binding obligation of the Selling Fund
enforceable against the Selling Fund in accordance with its terms, subject as to
enforcement, to bankruptcy, insolvency, reorganization, moratorium and other
laws relating to or affecting creditors' rights generally and to general equity
principles.
(d) To the knowledge of such counsel, except for the filing of
Articles of Transfer pursuant to Maryland law, no consent, approval,
authorization or order of any court or governmental authority of the United
States or the State of Maryland is required for consummation by a Selling Fund
of the transactions contemplated herein, except as have been obtained under the
1933 Act, the 1934 Act and the 1940 Act, and as may be required under state
securities laws.
(e) The execution and delivery of this Agreement did not, and
the consummation of the transactions contemplated hereby will not, result in a
violation of CrestFunds' Articles of Incorporation or By-laws, or any provision
of any material agreement, indenture, instrument, contract, lease or other
undertaking (in each case known to such counsel) to which a Selling Fund is a
party or by which it or any of its properties may be bound or, to the knowledge
of such counsel, result in the acceleration of any obligation or the imposition
of any penalty, under any agreement, judgment, or decree to which the Selling
Fund is a party or by which it is bound.
(f) The descriptions in the Prospectus and Proxy Statement of
statutes, legal and government proceedings and material contracts, if any (only
insofar as they relate to a Selling Fund), are accurate and fairly present the
information required to be shown.
(g) Such counsel does not know of any legal or governmental
proceedings (insofar as they relate to a Selling Fund) existing on or before the
date of mailing of the Prospectus
16
<PAGE>
and Proxy Statement and the applicable Closing Date, which are required to be
described in the Prospectus and Proxy Statement or to be filed as an exhibit to
the Registration Statement which are not described or filed as required.
(h) To the knowledge of such counsel, no litigation or
administrative proceeding or investigation of or before any court or
governmental body is presently pending or threatened as to a Selling Fund or any
of its respective properties or assets. To the knowledge of such counsel, no
Selling Fund is a party to or subject to the provisions of any order, decree or
judgment of any court or governmental body, which materially and adversely
affects the Selling Fund's business other than as previously disclosed in the
Prospectus and Proxy Statement.
(i) Assuming that a consideration of not less than the net asset
value of Selling Fund Shares has been paid, and assuming that such shares were
issued in accordance with the terms of each Selling Fund's registration
statement, or any amendment thereto, in effect at the time of such issuance, all
issued and outstanding shares of the Selling Fund are legally issued and fully
paid and non-assessable.
Such counsel shall also state that they have participated in conferences
with officers and other representatives of each Selling Fund at which the
contents of the Prospectus/Proxy Statement and related matters were discussed.
Although such counsel are not passing upon and do not assume any responsibility
for the accuracy, completeness or fairness of the statements contained in the
Prospectus/Proxy Statement (except to the extent indicated in their opinion at
paragraph (f), above), on the basis of the foregoing (relying as to materiality
to a large extent upon the opinions of CrestFunds' officers and other
representatives of each Selling Fund), no facts have come to their attention
that lead them to believe that the Prospectus/Proxy Statement as of its date, as
of the date of each Selling Fund Shareholders' meeting, and as of the applicable
Closing Date, contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein regarding a Selling Fund or
necessary, in the light of the circumstances under which they were made, to make
the statements therein regarding the Selling Fund not misleading. Such opinion
may state that such counsel do not express any opinion or belief as to the
financial statements or any financial or statistical data, or as to the
information relating to each Acquiring Fund contained in the Prospectus/Proxy
Statement or Registration Statement, and that such opinion is solely for the
benefit of the Trust and each Acquiring Fund. Such opinion shall contain such
other assumptions and limitations as shall be in the opinion of Hunton &
Williams appropriate to render the opinions expressed therein, and shall
indicate, with respect to matters of Maryland law, that such opinions are based
either upon the review of published statutes, cases and rules and regulations of
the State of Maryland or upon an opinion of Maryland counsel.
In this paragraph 7.3, references to the Prospectus and Proxy Statement
include and relate to only the text of such Prospectus and Proxy Statement and
not to any exhibits or attachments thereto or to any documents incorporated by
reference therein.
17
<PAGE>
ARTICLE VIII
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH
ACQUIRING FUND AND SELLING FUND
If any of the conditions set forth below do not exist on or before the
applicable Closing Date with respect to each Selling Fund or its respective
Acquiring Fund, the other party to this Agreement shall, at its: option, not be
required to consummate the transactions contemplated by this Agreement:
8.1 This Agreement and the transactions contemplated herein, with
respect to each Selling Fund, shall have been approved by the requisite vote of
the holders of the outstanding shares of the respective Selling Fund in
accordance with Maryland law and the provisions of CrestFunds' Articles of
Incorporation and By-Laws. Certified copies of the resolutions evidencing such
approval shall have been delivered to the respective Acquiring Fund.
Notwithstanding anything herein to the contrary, neither an Acquiring Fund nor a
Selling Fund may waive the conditions set forth in this paragraph 8.1.
8.2 On each Closing Date, the Commission shall not have issued an
unfavorable report under Section 25(b) of the 1940 Act, or instituted any
proceeding seeking to enjoin the consummation of the transactions contemplated
by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action,
suit or other proceeding shall be threatened or pending before any court or
governmental agency in which it is sought to restrain or prohibit, or obtain
damages or other relief in connection with this Agreement or the transactions
contemplated herein.
8.3 All required consents of other parties and all other consents,
orders, and permits of federal, state and local regulatory authorities
(including those of the Commission and of State Blue Sky securities authorities,
including any necessary "no-action" positions and exemptive orders from such
federal and state authorities) to permit consummation of the transactions
contemplated herein shall have been obtained, except where failure to obtain any
such consent, order, or permit would not involve a risk of a material adverse
effect on the assets or properties of an Acquiring Fund or a Selling Fund,
provided that either party hereto may waive any such conditions for itself.
8.4 The Registration Statement shall have become effective under the
1933 Act, and no stop orders suspending the effectiveness thereof shall have
been issued. To the best knowledge of the parties to this Agreement, no
investigation or proceeding for that purpose shall have been instituted or be
pending, threatened or contemplated under the 1933 Act.
8.5 Each Selling Fund shall have declared and paid a dividend or
dividends which, together with all previous such dividends, shall have the
effect of distributing to its shareholders all of the Selling Fund's net
investment company taxable income for all taxable periods ending on or prior to
the applicable Closing Dates (computed without regard to any deduction for
dividends paid) and all of its net capital gains realized in all taxable periods
ending on or prior to the Closing Dates (after reduction for any capital loss
carry forward).
8.6 The parties shall have received a favorable opinion of Hunton &
Williams addressed to each Acquiring Fund and Selling Fund substantially to the
effect that for federal income tax purposes with respect to each Selling Fund:
18
<PAGE>
(a) The transfer of all of the Selling Fund's assets in exchange
for Acquiring Fund Shares and the assumption by the Acquiring Fund of the
identified liabilities of the Selling Fund (followed by the distribution of
Acquiring Fund Shares to the Selling Fund shareholders in dissolution and
liquidation of the Selling Fund) will constitute a "reorganization" within the
meaning of Section 368(a) of the Code and the Acquiring Fund and the Selling
Fund will each be a "party to a reorganization" within the meaning of Section
368(b) of the Code.
(b) No gain or loss will be recognized by the Acquiring Fund
upon the receipt of the assets of the Selling Fund solely in exchange for
Acquiring Funds Share and the assumption by the Acquiring Fund of the identified
liabilities of the Selling Fund.
(c) No gain or loss will be recognized by the Selling Fund upon
the transfer of the Selling Fund's assets to the Acquiring Fund in exchange for
Acquiring Fund Shares and the assumption by the Acquiring Fund of the identified
liabilities of the Selling Fund or upon the distribution (whether actual or
constructive) of Acquiring Fund Shares to Selling Fund Shareholders in exchange
for such shareholders' shares of the Selling Fund.
(d) No gain or loss will be recognized by the Selling Fund
Shareholders upon the exchange of their Selling Fund shares for Acquiring Fund
Shares in the Reorganization.
(e) The aggregate tax basis for Acquiring Fund Shares received
by each Selling Fund Shareholder pursuant to the Reorganization will be the same
as the aggregate tax basis of the Selling Fund shares exchanged therefor by such
shareholder. The holding period of Acquiring Funds Share to be received by each
Selling Fund Shareholder will include the period during which the Selling Fund
shares exchanged therefore were held by such shareholder, provided the Selling
Fund shares are held as capital assets at the time of the Reorganization.
(f) The tax basis of the Selling Fund's assets acquired by the
Acquiring Fund will be the same as the tax basis of such assets to the Selling
Fund immediately prior to the Reorganization. The holding period of the assets
of the Selling Fund in the hands of the Acquiring Fund will include the period
during which those assets were held by the Selling Fund.
Such opinion shall be based on customary assumptions and such
representations as Hunton & Williams may reasonably request, and each Selling
Fund and Acquiring Fund will cooperate to make and certify the accuracy of such
representations. Notwithstanding anything herein to the contrary, neither an
Acquiring Fund nor a Selling Fund may waive the conditions set forth in this
paragraph 8.6.
ARTICLE IX
EXPENSES
9.1 Except as otherwise provided for herein, all expenses solely and
directly related to the transactions contemplated by this Agreement incurred by
each class of shareholders of a Selling Fund will be borne by each Selling Fund,
except as shall be determined by the Board of Directors of CrestFunds. Such
expenses include, without limitation, (a) expenses associated with the
preparation and filing of the Registration Statement/Proxy Statement on Form N-
14 under the 1933
19
<PAGE>
Act covering Acquiring Fund Shares to be issued pursuant to the provisions of
this Agreement; (b) postage; (c) printing; (d) accounting fees, (e) legal fees
incurred by each Selling Funds; and (f) solicitation costs of the transaction.
Notwithstanding the foregoing, each Acquiring Fund shall pay (a) expenses
incurred in connection with the entering into and the carrying out of the
provisions of this Agreement (b) registration or qualification fees and expenses
of preparing and filing such forms as are necessary under applicable state
securities laws to qualify Acquiring Fund Shares to be issued in connection
herewith in each state in which the Selling Fund 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.
ARTICLE X
ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
10.1 The Trust on behalf of each Acquiring Fund and CrestFunds on behalf
of each Selling Fund agrees that neither party has made to the other party any
representation, warranty and/or covenant not set forth herein, and that this
Agreement constitutes the entire agreement between the parties.
10.2 Except as specified in the next sentence set forth in this section
10.2, the representation, warranties, and covenants contained in this Agreement
or in any document delivered pursuant to or in connection with this Agreement,
shall not survive the consummation of the transactions contemplated hereunder.
The covenants to be performed after each Closing Date, and the obligations of
each of the Acquiring Funds in sections 5.9 and 6.4, shall continue in effect
beyond the consummation of the transactions contemplated hereunder.
ARTICLE XI
TERMINATION
11.1 This Agreement may be terminated by the mutual agreement of the
Trust and CrestFunds. In addition, either the Trust or CrestFunds may at their
option terminate this Agreement at or prior to either Closing Date due to:
(a) a breach by the other of any representation, warranty, or
agreement contained herein to be performed at or prior to each Closing Date, if
not cured within 30 days;
(b) a condition herein expressed to be precedent to the
obligations of the terminating party that has not been met and it reasonably
appears that it will not or cannot be met; or
(c) a determination by the party's board of Directors or Board
of Trustees, as appropriate, determine that the consummation of the transactions
contemplated herein is not in the best interest of CrestFunds or the Trust,
respectively, and give notice to the other party hereto.
11.2 In the event of any such termination, in the absence of willful
default, there shall be no liability for damages on the part of either an
Acquiring Fund, a Selling Fund, the Trust, CrestFunds, the respective Trustees,
Directors
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<PAGE>
or officers, to the other party or its Trustees, Directors or officers, but each
shall bear the expenses incurred by it incidental to the preparation and
carrying out of this Agreement as provided in paragraph 9.1.
ARTICLE XII
AMENDMENTS
12.1 This Agreement may be amended, modified, or supplemented in such
manner as may be mutually agreed upon in writing by the authorized officers of
each Selling Funds and the Acquiring Fund; provided, however, that following the
meeting of the Selling Fund Shareholders called by a Selling Fund pursuant to
paragraph 5.2 of this Agreement, no such amendment may have the effect of
changing the provisions for determining the number of Acquiring Fund Shares to
be issued to the Selling Fund Shareholders under this Agreement to the detriment
of such shareholders without their further approval.
ARTICLE XIII
HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT;
LIMITATION OF LIABILITY
13.1 The Article and paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
13.2 This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
13.3 This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts, without giving effect to the
conflicts of laws provisions thereof; provided, however, that the due
authorization, execution and delivery of this Agreement, in the case of each
Selling Fund, shall be governed and construed in accordance with the laws of the
State of Maryland, without giving effect to the conflicts of laws provisions
thereof.
13.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but, except as provided in
this paragraph, no assignment or transfer hereof or of any rights or obligations
hereunder shall be made by any party without the written consent of the other
party. Nothing herein expressed or implied is intended or shall be construed to
confer upon or give any person, firm, or corporation, other than the parties
hereto and their respective successors and assigns, any rights or remedies under
or by reason of this Agreement.
13.5 It is expressly agreed that the obligations of each Acquiring Fund
hereunder shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents, or employees of the Trust personally, but shall bind only the
trust property of the Acquiring Fund, as provided in the Declaration of Trust of
the Trust. The execution and delivery of this Agreement have been authorized by
the Trustees of the Trust on behalf of each Acquiring Fund and signed by
authorized officers of the Trust, acting as such. Such authorization by such
Trustees nor such execution and delivery by such officers shall not be deemed to
have been made by any of them individually or to
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<PAGE>
impose any liability on any of them personally, but shall bind only the trust
property of each Acquiring Fund as provided in the Trust's Declaration of Trust.
IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as
of the date first written above.
STI CLASSIC FUNDS
By:
----------------------------------------
Name:
Title:
CRESTFUNDS, INC.
By:
----------------------------------------
Name:
Title:
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<PAGE>
SCHEDULE A
SUMMARY OF THE REORGANIZATION
(shareholders of each Selling Fund will receive shares of the
class of the Acquiring Fund opposite their current class)
CRESTFUNDS/STI CLASSIC FUNDS
- --------------------------------------------------------------------------------
EXISTING CRESTFUNDS EXISTING STI CLASSIC FUNDS
(SELLING FUND) (ACQUIRING FUND)
- --------------------------------------------------------------------------------
Cash Reserve Fund Prime Quality Money Market Fund
- Trust Class - Trust Shares
- Investor Class A - Investor Shares
- Investor Class B - Investor Shares
- --------------------------------------------------------------------------------
Limited Term Bond Fund Short-Term Bond Fund
- Trust Class - Trust Shares
- --------------------------------------------------------------------------------
Intermediate Bond Fund Investment Grade Bond Fund
- Trust Class - Trust Shares
- Investor Class A - Investor Shares
- --------------------------------------------------------------------------------
Government Bond Fund U.S. Government Securities Fund
- Trust Class - Trust Shares
- Investor Class B - Flex Shares
- --------------------------------------------------------------------------------
Capital Appreciation Fund Capital Growth Fund
- Trust Class - Trust Shares
- Investor Class A - Investor Shares
- Investor Class B - Flex Shares
- --------------------------------------------------------------------------------
Special Equity Fund Small Cap Growth Stock Fund
- Trust Class - Trust Shares
- Investor Class A - Trust Shares
- Investor Class B - Flex Shares
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
EXISTING CRESTFUNDS NEW (SHELL) STI CLASSIC FUNDS*
(SELLING FUND) (ACQUIRING FUND)
- --------------------------------------------------------------------------------
U.S. Treasury Money Fund U.S. Treasury Money Market Fund
- Trust Class - Trust Shares
- --------------------------------------------------------------------------------
Tax Free Money Fund Tax-Free Money Market Fund
- Trust Class - Trust Shares
- Investor Class A - Investor Shares
- --------------------------------------------------------------------------------
23
<PAGE>
SCHEDULE A
- --------------------------------------------------------------------------------
EXISTING CRESTFUND NEW (SHELL) STI CLASSIC FUND*
(SELLING FUND) (ACQUIRING FUND)
- --------------------------------------------------------------------------------
Value Fund Growth and Income Fund
- Trust Class - Trust Shares
- Investor Class A - Investor Shares
- Investor Class B - Flex Shares
- --------------------------------------------------------------------------------
Virginia Municipal Bond Fund Virginia Municipal Bond Fund
- Trust Class - Trust Shares
- Investor Class B - Flex Shares
- --------------------------------------------------------------------------------
Virginia Intermediate Municipal Bond Virginia Intermediate Municipal Bond
Fund Fund
- Trust Class - Trust Shares
- Investor Class A - Investor Shares
- --------------------------------------------------------------------------------
Maryland Municipal Bond Fund Maryland Municipal Bond Fund
- Trust Class - Trust Shares
- Investor Class B - Flex Shares
- --------------------------------------------------------------------------------
Maximum Growth Portfolio Life Vision Maximum Growth Portfolio
- Trust Class - Trust Shares
- --------------------------------------------------------------------------------
Growth and Income Portfolio Life Vision Growth and Income
- Trust Class Portfolio
- Trust Shares
- --------------------------------------------------------------------------------
Balanced Portfolio Life Vision Balanced Portfolio
- Trust Class - Trust Shares
- --------------------------------------------------------------------------------
24
<PAGE>
[MORGAN, LEWIS & BOCKIUS LLP LOGO APPEARS HERE]
February 26, 1999
STI Classic Funds
2 Oliver Street
Boston, Massachusetts 02109
RE: STI Classic Funds - Form N-14 Opinion
-------------------------------------
Ladies and Gentlemen:
We refer to the Registration Statement on Form N-14 (the "Registration
Statement") of the STI Classic Funds (the "Trust") relating to the transfer of
all the assets and liabilities of the CrestFunds (the "Acquired Funds"), in
exchange for shares of the Trust's Short-Term Bond Fund, Investment Grade Bond
Fund, U.S. Government Securities Money Market Fund, Prime Quality Money Market
Fund, Capital Growth Fund, Small Cap Growth Stock Fund, Balanced Portfolio,
Maximum Growth Portfolio, Growth and Income Portfolio, Growth and Income Fund,
Virginia Intermediate Municipal Bond Fund, Virginia Municipal Bond Fund,
Maryland Municipal Bond Fund, Value Fund, and Tax-Free Money Market Fund (the
"Acquiring Funds"), followed by the distribution of such Shares (the "Acquiring
Funds' Shares"), in exchange for such Acquired Funds' Shares in complete
liquidation of the Acquired Fund (the "Reorganization"), pursuant to the
Agreement.
We have been requested by the Trust to furnish this opinion as Exhibit 11 to the
Registration Statement.
We have examined such records, documents, instruments, certificates of public
officials and of the Trust, made such inquiries of the Trust, and examined such
questions of law as we have deemed necessary for the purpose of rendering the
opinion set forth herein. We have assumed the genuineness of all signatures and
the authenticity of all items submitted to us as originals and the conformity
with originals of all items submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance of the Shares by the Trust has been duly and validly
authorized by all appropriate action and, upon delivery thereof and payment
therefor in accordance with
<PAGE>
STI Classic Funds
February 26, 1999
Page 2
the Registration Statement, the Shares, when issued, will be duly
authorized, validly issued, fully paid and nonassessable by the Trust.
We have not reviewed the securities laws of any state or territory in connection
with the proposed offering of Shares and we express no opinion as to the
legality of any offer of sale of Shares under any such state or territorial
securities laws.
This opinion is intended only for your use in connection with the offering of
Shares and may not be relied upon by any other person.
We hereby consent to the inclusion of this opinion as an exhibit to the Trust's
Registration Statement to be filed with the Securities and Exchange Commission.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
Morgan, Lewis & Bockius LLP
<PAGE>
[ARTHUR ANDERSEN LLP LOGO APPEARS HERE]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accounts, we hereby consent to the incorporation by
reference in this registration statement of our report dated July 24, 1998 on
the May 31, 1998 financial statements of STI Classic Funds, included in
Post-Effective Amendment No. 25 to the Registration Statement on Form N-1A dated
September 28, 1998, and to all references to our firm included in this Form N-14
Registration Statement.
/s/ Arthur Andersen LLP
Philadelphia, PA
February 26, 1999
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
CrestFunds, Inc.:
We consent to the incorporation by reference of our report dated January 15,
1999 appearing in the Annual Report to Shareholders for the year ended November
30, 1998 in this Registration Statement on Form N-14 of STI Classic Funds, and
to the reference to us under the caption "Information About the STI Funds and
CrestFunds - Financial Statements" in such Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York
February 26, 1999
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds Prime Quality Money Market Fund
CrestFunds Cash Reserve Fund
November 30, 1998
<TABLE>
<CAPTION>
------------------------------------
STI Classic Prime Quality
Money Market Fund
- -------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Commercial Paper--29.7%
Finance--22.6%
Banc One Funding 5.230% 12/07/98 1,871 1,869
Banc One Funding 5.230% 01/21/99 5,065 5,028
Banc One Funding 5.130% 01/28/99 50,000 49,587
Banc One Funding 5.280% 01/28/99 25,000 24,787
Barclays U.S. Funding 5.180% 01/07/99 25,000 24,867
Chrysler Financial 5.240% 02/11/99 40,000 39,581
CS First Boston 5.800% 05/06/99
Den Norske Bank 5.380% 05/04/99
Den Norske Bank 4.860% 08/10/99
Dresdner U.S. Finance 5.190% 01/08/99 40,000 39,781
Ford Motor Credit 5.450% 01/13/99
General Motors Acceptance 5.070% 01/28/99
General Motors Acceptance 5.240% 02/11/99 41,500 41,065
General Electric Capital 5.250% 12/09/98 4,900 4,894
General Electric Capital 5.270% 01/20/99
General Electric Capital 5.410% 02/22/99
Goldman Sachs 5.480% 02/09/99
Goldman Sachs 5.000% 04/20/99
J.P. Morgan 5.200% 01/14/99 1,000 994
J.P. Morgan 5.150% 01/14/99 2,000 1,987
J.P. Morgan 5.250% 01/19/99 5,500 5,461
Marsh & Mclennen 5.290% 02/24/99 25,000 24,688
Marsh & Mclennen 5.230% 02/25/99 50,000 49,375
Merrill Lynch 4.820% 06/17/99
Morgan Stanley Dean Witter 5.200% 01/21/99 50,000 49,632
Morgan Stanley Dean Witter 5.170% 03/26/99
Panasonic Finance 5.380% 01/21/99 34,500 34,237
Panasonic Finance 5.380% 01/21/99 25,000 24,810
Republic New York 5.190% 01/15/99 50,000 49,676
RTZ America Finance 5.120% 12/21/98 29,000 28,918
- -------------------------------------------------------------------------------------------------------------
501,237
- -------------------------------------------------------------------------------------------------------------
Industrial--6.7%
Allied Signal 5.550% 01/21/99 17,000 16,866
Allied Signal 5.550% 01/21/99 5,000 4,961
Allied Signal 5.550% 01/21/99 25,000 24,803
DuPont (E.I.) de Nemours 5.060% 01/27/99
Ford Motor 5.000% 12/17/98
RTZ America 5.130% 12/10/98 2,000 1,997
RTZ America 5.250% 01/04/99 5,000 4,975
RTZ America 5.350% 01/22/99 20,000 19,845
<CAPTION>
----------------------------------- --------------------------------------
CrestFunds Cash
Reserve Fund Pro Forma Combined
- ------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000) Par (000) Value (000)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Commercial Paper--29.7%
Finance--22.6%
Banc One Funding 1,871 1,869
Banc One Funding 5,065 5,028
Banc One Funding 50,000 49,587
Banc One Funding 25,000 24,787
Barclays U.S. Funding 25,000 24,867
Chrysler Financial 40,000 39,581
CS First Boston 15,000 15,000 15,000 15,000
Den Norske Bank 20,000 19,540 20,000 19,540
Den Norske Bank 20,000 19,320 20,000 19,320
Dresdner U.S. Finance 40,000 39,781
Ford Motor Credit 35,000 34,772 35,000 34,772
General Motors Acceptance 55,000 54,551 55,000 54,551
General Motors Acceptance 41,500 41,065
General Electric Capital 4,900 4,894
General Electric Capital 30,000 29,780 30,000 29,780
General Electric Capital 25,000 24,688 25,000 24,688
Goldman Sachs 30,000 29,680 30,000 29,680
Goldman Sachs 30,000 29,417 30,000 29,417
J.P. Morgan 1,000 994
J.P. Morgan 2,000 1,987
J.P. Morgan 5,500 5,461
Marsh & Mclennen 25,000 24,688
Marsh & Mclennen 50,000 49,375
Merrill Lynch 40,000 38,940 40,000 38,940
Morgan Stanley Dean Witter 50,000 49,632
Morgan Stanley Dean Witter 55,000 54,092 55,000 54,092
Panasonic Finance 34,500 34,237
Panasonic Finance 25,000 24,810
Republic New York 50,000 49,676
RTZ America Finance 29,000 28,918
- ------------------------------------------------------------------------------------------------------------------------------
349,780 851,017
- ------------------------------------------------------------------------------------------------------------------------------
Industrial--6.7%
Allied Signal 17,000 16,866
Allied Signal 5,000 4,961
Allied Signal 25,000 24,803
DuPont (E.I.) de Nemours 55,000 54,559 55,000 54,559
Ford Motor 30,000 29,933 30,000 29,933
RTZ America 2,000 1,997
RTZ America 5,000 4,975
RTZ America 20,000 19,845
</TABLE>
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds Prime Quality Money Market Fund
CrestFunds Cash Reserve Fund
November 30, 1998
<TABLE>
<CAPTION>
--------------------------------------
STI Classic Prime Quality
Money Market Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sony Capital 5.350% 12/09/98 23,697 23,669
Wal-Mart Stores 5.400% 12/01/98 12,000 12,000
Walt Disney 4.460% 07/13/99
- ----------------------------------------------------------------------------------------------------------------------------------
109,116
- ----------------------------------------------------------------------------------------------------------------------------------
Utilities--0.4%
British Petroleum America 5.400% 12/01/98 522 522
Duke Energy 5.400% 12/01/98 14,775 14,775
- ----------------------------------------------------------------------------------------------------------------------------------
15,297
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
Total Commercial Paper (Cost $1,118,257) 625,650
- ----------------------------------------------------------------------------------------------------------------------------------
Corporate Obligations--15.4%
Finance--14.6%
Associates Corporation of North America 6.750% 06/28/99 5,500 5,542
Associates Corporation of North America (A) 4.940% 01/04/99 20,000 19,999
Associates Corporation of North America (A) 4.850% 04/23/99 20,000 19,993
Associates Corporation of North America (A) 7.250% 09/01/99 350 355
Bankamerica Corporation MTN 7.230% 05/02/99 1,500 1,513
Bankers Trust, New York (A) 5.234% 02/10/99 25,000 24,999
Bankers Trust, New York (A) 5.379% 02/19/99 25,000 24,999
Bear Stearns MTN 5.700% 03/02/99
Bear Stearns MTN 5.715% 07/30/99
Beneficial MTN 5.758% 08/27/99 3,000 3,002
Caterpillar Financial Service MTN 6.040% 03/01/99 3,300 3,302
Caterpillar Financial Service MTN 5.160% 05/09/99 45,000 45,000
Chrysler Financial MTN 5.860% 02/22/99 5,000 5,005
Chrysler Financial MTN 6.160% 07/28/99 1,000 1,004
Chrysler Financial (A) 12.750% 11/01/99 1,000 1,067
CS First Boston (A) 4.860% 12/01/98
CS First Boston 5.360% 10/14/99 25,000 25,000
Dean Witter Discover 5.030% 03/02/99 15,000 14,978
Ford Motor Credit MTN (A) 8.000% 01/15/99 8,000 8,025
General Electric Capital MTN 15.000% 01/21/99 6,500 6,585
General Motors Acceptance 7.125% 06/01/99
General Motors Acceptance 8.625% 06/15/99 480 488
General Motors Acceptance MTN 6.000% 12/30/98 1,575 1,575
Household Finance MTN 4.780% 03/15/99 7,000 6,982
Household Finance MTN 7.280% 07/22/99 2,500 2,532
Household International MTN 5.268% 10/22/99 15,000 15,010
IBM Credit MTN 5.450% 09/15/99 40,000 40,000
Merrill Lynch MTN (A) 5.302% 02/05/99
Merrill Lynch MTN (A) 5.852% 02/15/99
Morgan Stanely Dean Witter MTN 5.000% 01/22/99 20,000 19,997
<CAPTION>
------------------------------------ ----------------------------------
CrestFunds Cash
Reserve Fund Pro Forma Combined
- ----------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000) Par (000) Value (000)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sony Capital 23,697 23,669
Wal-Mart Stores 12,000 12,000
Walt Disney 60,000 58,335 60,000 58,335
- ----------------------------------------------------------------------------------------------------------------------------------
142,827 251,943
- ----------------------------------------------------------------------------------------------------------------------------------
Utilities--0.4%
British Petroleum America 522 522
Duke Energy 14,775 14,775
- ----------------------------------------------------------------------------------------------------------------------------------
- 15,297
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
Total Commercial Paper (Cost $1,118,257) 492,607 1,118,257
- ----------------------------------------------------------------------------------------------------------------------------------
Corporate Obligations--15.4%
Finance--14.6%
Associates Corporation of North America 5,500 5,542
Associates Corporation of North America (A) 20,000 19,999
Associates Corporation of North America (A) 20,000 19,993
Associates Corporation of North America (A) 350 355
Bankamerica Corporation MTN 1,500 1,513
Bankers Trust, New York (A) 25,000 24,999
Bankers Trust, New York (A) 25,000 24,999
Bear Stearns MTN 15,000 15,000 15,000 15,000
Bear Stearns MTN 20,000 20,000 20,000 20,000
Beneficial MTN 3,000 3,002
Caterpillar Financial Service MTN 3,300 3,302
Caterpillar Financial Service MTN 45,000 45,000
Chrysler Financial MTN 5,000 5,005
Chrysler Financial MTN 1,000 1,004
Chrysler Financial (A) 1,000 1,067
CS First Boston (A) 25,000 25,000 25,000 25,000
CS First Boston 25,000 25,000
Dean Witter Discover 15,000 14,978
Ford Motor Credit MTN (A) 8,000 8,025
General Electric Capital MTN 6,500 6,585
General Motors Acceptance 10,614 10,684 10,614 10,684
General Motors Acceptance 480 488
General Motors Acceptance MTN 1,575 1,575
Household Finance MTN 7,000 6,982
Household Finance MTN 2,500 2,532
Household International MTN 15,000 15,010
IBM Credit MTN 40,000 40,000
Merrill Lynch MTN (A) 5,000 4,997 5,000 4,997
Merrill Lynch MTN (A) 10,000 10,041 10,000 10,041
Morgan Stanely Dean Witter MTN 20,000 19,997
</TABLE>
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds Prime Quality Money Market Fund
CrestFunds Cash Reserve Fund
November 30, 1998
<TABLE>
<CAPTION>
------------------------------------
STI Classic Prime Quality
Money Market Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Morgan Stanley Dean Witter MTN 5.908% 03/01/99 2,000 2,001
Morgan Stanley Group MTN (A) 5.508% 12/28/98 1,500 1,500
Morgan Stanley Group MTN 6.125% 01/05/99 1,000 1,000
NationsBank MTN (A) 5.303% 01/04/99
NationsBank MTN 4.910% 08/05/99 28,000 28,023
NationsBank MTN 5.190% 08/06/99 13,000 13,013
NYNEX Capital Funding MTN 7.640% 07/19/99 2,000 2,029
PHH MTN (A) 4.860% 12/01/98
Transamerica MTN 5.427% 02/18/99 2,500 2,500
Transamerica MTN 5.450% 10/22/99 76,500 76,500
- ----------------------------------------------------------------------------------------------------------------------------------
423,518
- ----------------------------------------------------------------------------------------------------------------------------------
Industrial--0.7%
Allied Signal 9.120% 03/08/99 3,500 3,534
General Mills 8.950% 12/15/98 2,655 2,659
Philip Morris 8.625% 03/01/99 10,191 10,270
Philip Morris 7.750% 05/01/99 2,000 2,014
Pitney Bowes MTN 6.540% 07/15/99 2,025 2,041
Texaco Capital 6.875% 07/15/99 1,000 1,010
Walt Disney 15.000% 12/14/98 6,300 6,321
- ----------------------------------------------------------------------------------------------------------------------------------
27,849
- ----------------------------------------------------------------------------------------------------------------------------------
Utilities--0.1%
Duke Energy 8.000% 11/01/99 5,330 5,465
Northern States Power 5.500% 02/01/99 200 200
- ----------------------------------------------------------------------------------------------------------------------------------
5,665
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
Total Corporate Obligations (Cost $582,752) 457,032
- ----------------------------------------------------------------------------------------------------------------------------------
Asset-Backed Securities--6.2%
Americredit Auto Recievables Trust, Ser 1998-B, Cl A1 5.629% 06/12/99 10,629 10,629
Americredit Auto Receivables Trust, Ser 1998-C, Cl A1 5.638% 09/12/99 11,545 11,545
Americredit Auto Recievables Trust, Ser 1998-B, Cl A1 5.199% 11/12/99 27,000 27,000
Arcadia Auto Receivables Trust, Ser 1998-C, Cl A1 5.470% 02/16/99 18,632 18,632
Arcadia Auto Receivables Trust, Ser 1998-B, Cl A1 5.628% 07/15/99 5,624 5,624
Arcadia Auto Receivables Trust, Ser 1998-D, Cl A1 5.482% 12/15/99 13,000 13,000
Household Automobile Revolving Trust, Ser 1998-1, Cl A1 5.330% 12/17/99 62,000 62,000
Case Equipment Loan Trust, Ser 1998-C, Cl A1 5.420% 12/15/99 40,000 40,000
Chase Manhattan Auto Owner Trust, Ser 1999-B, Cl A1 5.578% 05/10/99 3,111 3,111
Compass Auto Receivables Trust, Ser 1998-A, Cl A1 5.659% 07/15/99 5,276 5,276
First Security Auto Owner Trust, Ser 1998-1, Cl A1 5.248% 11/15/99 27,346 27,346
Union Acceptance Ser 1998-C, Cl A1 5.527% 10/08/99 11,236 11,236
- ----------------------------------------------------------------------------------------------------------------------------------
Total Asset-Backed Securities (Cost $235,399) 235,399
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
------------------------------------- ---------------------------------
CrestFunds Cash
Reserve Fund Pro Forma Combined
- -----------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000) Par (000) Value (000)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Morgan Stanley Dean Witter MTN 2,000 2,001
Morgan Stanley Group MTN (A) 1,500 1,500
Morgan Stanley Group MTN 1,000 1,000
NationsBank MTN (A) 10,000 9,999 10,000 9,999
NationsBank MTN 28,000 28,023
NationsBank MTN 13,000 13,013
NYNEX Capital Funding MTN 2,000 2,029
PHH MTN (A) 30,000 29,999 30,000 29,999
Transamerica MTN 2,500 2,500
Transamerica MTN 76,500 76,500
- -----------------------------------------------------------------------------------------------------------------------------------
125,720 549,238
- -----------------------------------------------------------------------------------------------------------------------------------
Industrial--0.7%
Allied Signal 3,500 3,534
General Mills 2,655 2,659
Philip Morris 10,191 10,270
Philip Morris 2,000 2,014
Pitney Bowes MTN 2,025 2,041
Texaco Capital 1,000 1,010
Walt Disney 6,300 6,321
- -----------------------------------------------------------------------------------------------------------------------------------
- 27,849
- -----------------------------------------------------------------------------------------------------------------------------------
Utilities--0.1%
Duke Energy 5,330 5,465
Northern States Power 200 200
- -----------------------------------------------------------------------------------------------------------------------------------
- 5,665
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Total Corporate Obligations (Cost $582,752) 125,720 582,752
- -----------------------------------------------------------------------------------------------------------------------------------
Asset-Backed Securities--6.2%
Americredit Auto Recievables Trust, Ser 1998-B, Cl A1 10,629 10,629
Americredit Auto Receivables Trust, Ser 1998-C, Cl A1 11,545 11,545
Americredit Auto Recievables Trust, Ser 1998-B, Cl A1 27,000 27,000
Arcadia Auto Receivables Trust, Ser 1998-C, Cl A1 18,632 18,632
Arcadia Auto Receivables Trust, Ser 1998-B, Cl A1 5,624 5,624
Arcadia Auto Receivables Trust, Ser 1998-D, Cl A1 13,000 13,000
Household Automobile Revolving Trust, Ser 1998-1, Cl A1 62,000 62,000
Case Equipment Loan Trust, Ser 1998-C, Cl A1 40,000 40,000
Chase Manhattan Auto Owner Trust, Ser 1999-B, Cl A1 3,111 3,111
Compass Auto Receivables Trust, Ser 1998-A, Cl A1 5,276 5,276
First Security Auto Owner Trust, Ser 1998-1, Cl A1 27,346 27,346
Union Acceptance Ser 1998-C, Cl A1 11,236 11,236
- -----------------------------------------------------------------------------------------------------------------------------------
Total Asset-Backed Securities (Cost $235,399) - 235,399
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds Prime Quality Money Market Fund
CrestFunds Cash Reserve Fund
November 30, 1998
<TABLE>
<CAPTION>
-------------------------------------
STI Classic Prime Quality
Money Market Fund
- --------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Bank Notes--14.0%
American Express Centurion (A) 5.169% 03/24/99 45,000 45,000
American Express Centurion 5.223% 08/09/99 5,000 5,000
FCC National Bank (A) 5.120% 04/09/99 50,000 49,993
First National Bank (A) 5.110% 04/19/99 62,000 61,989
First Union Bank (A) 5.427% 02/17/99
First USA Bank 5.750% 01/15/99 6,000 6,002
Key Bank NA (A) 4.800% 12/01/98
Key Bank NA 5.160% 05/05/99 61,000 60,989
National Westminister Bank 5.820% 05/06/99 59,000 58,986
Northern Trust (A) 5.120% 04/09/99 70,000 69,990
PNC Bank NA (A) 4.790% 12/01/98
PNC Bank NA (A) 4.800% 12/01/98
Swiss Bank 5.650% 03/24/99 20,000 19,995
Swiss Bank 5.810% 04/29/99 30,000 29,993
Wachovia Bank NA 5.600% 03/08/99 3,500 3,499
- --------------------------------------------------------------------------------------------------------------------------------
Total Bank Notes (Cost $531,415) 411,436
- --------------------------------------------------------------------------------------------------------------------------------
Certificates of Deposit--14.8%
Bankers Trust (A) 4.830% 12/01/98
Barclays Bank 5.530% 02/23/99
Barclays Bank 5.800% 04/29/99 50,000 49,988
Bayerische Landesbank (A) 5.108% 04/21/99 62,000 61,988
Commerzbank (A) 5.125% 04/14/99 25,000 24,996
Commerzbank (A) 5.130% 04/14/99 40,000 39,994
CS First Boston 5.920% 12/14/98
Deutsche Bank (A) 5.120% 04/14/99 50,000 49,991
Deutsche Bank 5.640% 03/23/99 18,000 17,995
First Union 5.660% 04/15/99
NationsBank 5.600% 12/21/98
PNC Bank NA 5.116% 08/03/99 15,000 14,993
Rabobank 5.750% 04/27/99 50,000 49,990
Societe Generale 5.850% 12/17/98
Societe Generale 5.700% 01/07/99
Societe Generale 5.580% 02/10/99 25,000 24,999
Societe Generale 5.670% 03/11/99
Societe Generale 5.800% 04/01/99 35,000 34,996
Swiss Bank 5.750% 05/07/99
- --------------------------------------------------------------------------------------------------------------------------------
Total Certificates of Deposit (Cost $560,317) 369,930
- --------------------------------------------------------------------------------------------------------------------------------
Insurance Funding Agreements--3.4%
General American Life (A) 5.790% 12/01/98
Integrity Life (A) 5.790% 12/01/98
- --------------------------------------------------------------------------------------------------------------------------------
Total Insurance Funding Agreements (Cost $130,000) -
- --------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
----------------------------------- ----------------------------------
CrestFunds Cash
Reserve Fund Pro Forma Combined
- -----------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000) Par (000) Value (000)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Bank Notes--14.0%
American Express Centurion (A) 45,000 45,000
American Express Centurion 5,000 5,000
FCC National Bank (A) 50,000 49,993
First National Bank (A) 62,000 61,989
First Union Bank (A) 30,000 30,000 30,000 30,000
First USA Bank 6,000 6,002
Key Bank NA (A) 40,000 39,994 40,000 39,994
Key Bank NA 61,000 60,989
National Westminister Bank 59,000 58,986
Northern Trust (A) 70,000 69,990
PNC Bank NA (A) 20,000 19,993 20,000 19,993
PNC Bank NA (A) 30,000 29,992 30,000 29,992
Swiss Bank 20,000 19,995
Swiss Bank 30,000 29,993
Wachovia Bank NA 3,500 3,499
- -----------------------------------------------------------------------------------------------------------------------------------
Total Bank Notes (Cost $531,415) 119,979 531,415
- -----------------------------------------------------------------------------------------------------------------------------------
Certificates of Deposit--14.8%
Bankers Trust (A) 20,000 19,997 20,000 19,997
Barclays Bank 15,400 15,391 15,400 15,391
Barclays Bank 50,000 49,988
Bayerische Landesbank (A) 62,000 61,988
Commerzbank (A) 25,000 24,996
Commerzbank (A) 40,000 39,994
CS First Boston 10,000 10,000 10,000 10,000
Deutsche Bank (A) 50,000 49,991
Deutsche Bank 18,000 17,995
First Union 30,000 30,000 30,000 30,000
NationsBank 40,000 40,000 40,000 40,000
PNC Bank NA 15,000 14,993
Rabobank 50,000 49,990
Societe Generale 10,000 10,000 10,000 10,000
Societe Generale 20,000 20,003 20,000 20,003
Societe Generale 25,000 24,999
Societe Generale 20,000 19,998 20,000 19,998
Societe Generale 35,000 34,996
Swiss Bank 25,000 24,998 25,000 24,998
- -----------------------------------------------------------------------------------------------------------------------------------
Total Certificates of Deposit (Cost $560,317) 190,387 560,317
- -----------------------------------------------------------------------------------------------------------------------------------
Insurance Funding Agreements--3.4%
General American Life (A) 65,000 65,000 65,000 65,000
Integrity Life (A) 65,000 65,000 65,000 65,000
- -----------------------------------------------------------------------------------------------------------------------------------
Total Insurance Funding Agreements (Cost $130,000) 130,000 130,000
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds Prime Quality Money Market Fund
CrestFunds Cash Reserve Fund
November 30, 1998
<TABLE>
<CAPTION>
------------------------------------------
STI Classic Prime Quality
Money Market Fund
- -----------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Government Agency Obligations--3.9%
FFCB MTN (A) 4.540% 03/02/99 40,000 39,995
FNMA (A) 0.000% 02/18/99 6,020 5,949
FNMA 5.165% 03/15/99
SLMA (A) 5.000% 04/01/99 45,000 44,994
SLMA, Callable 01/05/99 @ 100 (A) 4.770% 02/08/99 5,000 4,999
SLMA, Ser 1996-4, Cl A1 (A) 5.040% 12/02/99 1,079 1,072
SLMA, Ser 1996-3, Cl A1 (A) 4.488% 12/02/99 2,939 2,920
- -----------------------------------------------------------------------------------------------------------------------------------
Total U.S. Government Agency Obligations (Cost $149,183) 99,929
- -----------------------------------------------------------------------------------------------------------------------------------
Repurchase Agreements--13.9%
Barclays 5.39%, dated 11/30/98, matures 12/01/98 22,150 22,150
Barclays 5.40%, dated 11/30/98, matures 12/01/98
Deutsche Bank 5.39%, dated 11/30/98, matures 12/01/98 182,008 182,008
Deutsche Bank 5.40%, dated 11/30/98, matures 12/01/98
Greenwich 5.39%, dated 11/30/98, matures 12/01/98 53,068 53,068
J.P. Morgan 5.40%, dated 11/30/98, matures 12/01/98
Merrill Lynch 5.40%, dated 11/30/98, matures 12/01/98
Morgan Stanley 5.39%, dated 11/30/98, matures 12/01/98 36,003 36,003
Paine Webber 5.40%, dated 11/30/98, matures 12/01/98
Prudential Bache 5.40%, dated 11/30/98, matures 12/01/98
Salomon Brothers 5.39%, dated 11/30/98, matures 12/01/98 20,004 20,004
- -----------------------------------------------------------------------------------------------------------------------------------
Total Repurchase Agreements (Cost $527,553) 313,233
- -----------------------------------------------------------------------------------------------------------------------------------
Total Investments--101.3%
(Cost $3,834,876) 1,731,243
- -----------------------------------------------------------------------------------------------------------------------------------
Other Assets and Liabilities, Net--(1.3%) (54,312)
- -----------------------------------------------------------------------------------------------------------------------------------
Total Net Assets--100.0% 1,676,931
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
----------------------------------- ----------------------------------
CrestFunds Cash
Reserve Fund Pro Forma Combined
- ----------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000) Par (000) Value (000)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Government Agency Obligations--3.9%
FFCB MTN (A) 40,000 39,995
FNMA (A) 6,020 5,949
FNMA 50,000 49,254 50,000 49,254
SLMA (A) 45,000 44,994
SLMA, Callable 01/05/99 @ 100 (A) 5,000 4,999
SLMA, Ser 1996-4, Cl A1 (A) 1,079 1,072
SLMA, Ser 1996-3, Cl A1 (A) 2,939 2,920
- ----------------------------------------------------------------------------------------------------------------------------------
Total U.S. Government Agency Obligations (Cost $149,183) 49,254 149,183
- ----------------------------------------------------------------------------------------------------------------------------------
Repurchase Agreements--13.9%
Barclays 5.39%, dated 11/30/98, matures 12/01/98 22,150 22,150
Barclays 5.40%, dated 11/30/98, matures 12/01/98 13,005 13,005 13,005 13,005
Deutsche Bank 5.39%, dated 11/30/98, matures 12/01/98 182,008 182,008
Deutsche Bank 5.40%, dated 11/30/98, matures 12/01/98 24,126 24,126 24,126 24,126
Greenwich 5.39%, dated 11/30/98, matures 12/01/98 53,068 53,068
J.P. Morgan 5.40%, dated 11/30/98, matures 12/01/98 21,952 21,952 21,952 21,952
Merrill Lynch 5.40%, dated 11/30/98, matures 12/01/98 44,960 44,960 44,960 44,960
Morgan Stanley 5.39%, dated 11/30/98, matures 12/01/98 36,002 36,003
Paine Webber 5.40%, dated 11/30/98, matures 12/01/98 92,924 92,924 92,924 92,924
Prudential Bache 5.40%, dated 11/30/98, matures 12/01/98 17,353 17,353 17,354 17,353
Salomon Brothers 5.39%, dated 11/30/98, matures 12/01/98 20,004 20,004
- ----------------------------------------------------------------------------------------------------------------------------------
Total Repurchase Agreements (Cost $527,553) 214,320 527,553
- ----------------------------------------------------------------------------------------------------------------------------------
Total Investments--101.3%
(Cost $3,834,876) 881,901 2,613,144
- ----------------------------------------------------------------------------------------------------------------------------------
Other Assets and Liabilities, Net--(1.3%) 3,379 (50,933)
- ----------------------------------------------------------------------------------------------------------------------------------
Total Net Assets--100.0% 885,280 2,562,211
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(A) Adjustable Rate Security--The rate reflected on the Statement of Net Assets
is the rate in effect on November 30, 1998. The date reported on the Statement
of Net Assets is the later of the date on which the security can be redeemed at
par or the next date on which the rate of interest is adjusted.
Cl-Class
FFCB-Federal Farm Credit Bank
FNMA-Federal National Mortgage Association
MTN-Medium Term Note
Ser-Series
SLMA-Student Loan Marketing Association
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds Investment Grade Bond Fund
CrestFunds Intermediate Bond Fund
November 30, 1998
<TABLE>
<CAPTION>
-------------------------------------
STI Classic Investment
Grade Bond Fund
- -------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Treasury Obligations--14.0%
U.S. Treasury Bonds 7.500% 11/15/16 46,250 57,912
U.S. Treasury Bonds 8.125% 08/15/19 62,000 83,430
U.S. Treasury Bonds 6.125% 11/15/27
U.S. Treasury Notes 5.625% 12/31/02 6,815 7,047
U.S. Treasury Notes 5.250% 11/15/28
- -------------------------------------------------------------------------------------------------------------------------------
Total U.S. Treasury Obligations (Cost $142,590) 148,389
- -------------------------------------------------------------------------------------------------------------------------------
U.S. Government Agency Obligation--2.0%
FHLMC 5.125% 10/15/08 23,250 22,921
- -------------------------------------------------------------------------------------------------------------------------------
Total U.S. Government Agency Obligation (Cost $22,800) 22,921
- -------------------------------------------------------------------------------------------------------------------------------
U.S. Agency Mortgage Backed Obligations--39.3%
FHLMC Pool E00412 7.000% 01/01/11
FHLMC Pool G10664 7.000% 02/01/12
FHLMC Pool G40156 8.000% 06/01/02 2,755 2,818
FHLMC Pool G40223 7.500% 09/01/03 8,911 9,101
FHLMC REMIC Ser 1585 E 5.750% 06/15/16
FHLMC REMIC Ser 1726 B 6.750% 11/15/04
FHLMC REMIC Ser 1934 E 6.500% 02/15/12
FHLMC REMIC Ser 2061 PC 6.250% 10/15/20
FNMA Pool 250820 7.000% 01/01/27
FNMA Pool 250951 7.500% 06/01/27
FNMA Pool 251115 7.500% 08/01/27
FNMA Pool 251502 6.500% 02/01/13
FNMA Pool 251571 6.500% 02/01/13
FNMA Pool 313635 7.000% 10/01/03 31,665 32,338
FNMA Pool 313737 7.500% 09/01/27
FNMA Pool 358491 7.500% 12/01/26
FNMA Pool 373169 7.500% 03/01/27
FNMA Pool 378999 7.500% 05/01/27
FNMA Pool 394212 7.500% 07/01/27
FNMA Pool 394345 7.500% 07/01/27
FNMA Pool 395051 6.500% 02/01/13
FNMA Pool 397091 7.500% 10/01/27
FNMA Pool 400521 7.500% 10/01/07
FNMA Pool 401402 7.500% 10/01/27
FNMA Pool 402136 7.500% 10/01/27
FNMA Pool 402895 7.500% 01/01/28
FNMA Pool 403467 7.500% 05/01/28
FNMA Pool 405102 7.500% 08/01/27
FNMA Pool 407454 7.500% 11/01/27
FNMA Pool 407612 7.500% 12/01/27
<CAPTION>
------------------------------------ ----------------------------------
CrestFunds Intermediate
Bond Fund Pro Forma Combined
- ----------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000) Par (000) Value (000)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Treasury Obligations--14.0%
U.S. Treasury Bonds 46,250 57,912
U.S. Treasury Bonds 62,000 83,430
U.S. Treasury Bonds 10,900 12,304 10,900 12,304
U.S. Treasury Notes 6,815 7,047
U.S. Treasury Notes 3,500 3,596 3,500 3,596
- ----------------------------------------------------------------------------------------------------------------------------------
Total U.S. Treasury Obligations (Cost $142,590) 15,900 164,289
- ----------------------------------------------------------------------------------------------------------------------------------
U.S. Government Agency Obligation--2.0%
FHLMC 23,250 22,921
- ----------------------------------------------------------------------------------------------------------------------------------
Total U.S. Government Agency Obligation (Cost $22,800) - 22,921
- ----------------------------------------------------------------------------------------------------------------------------------
U.S. Agency Mortgage Backed Obligations--39.3%
FHLMC Pool E00412 1,759 1,799 1,759 1,799
FHLMC Pool G10664 9,996 10,227 9,996 10,227
FHLMC Pool G40156 2,755 2,818
FHLMC Pool G40223 8,911 9,101
FHLMC REMIC Ser 1585 E 3,480 3,478 3,480 3,478
FHLMC REMIC Ser 1726 B 7,000 7,143 7,000 7,143
FHLMC REMIC Ser 1934 E 9,243 9,483 9,243 9,483
FHLMC REMIC Ser 2061 PC 8,460 8,590 8,460 8,590
FNMA Pool 250820 8,546 8,725 8,546 8,725
FNMA Pool 250951 89 92 89 92
FNMA Pool 251115 85 87 85 87
FNMA Pool 251502 389 394 389 394
FNMA Pool 251571 4,741 4,810 4,741 4,810
FNMA Pool 313635 31,665 32,338
FNMA Pool 313737 515 530 515 530
FNMA Pool 358491 217 223 217 223
FNMA Pool 373169 68 70 68 70
FNMA Pool 378999 482 496 482 496
FNMA Pool 394212 227 233 227 233
FNMA Pool 394345 483 496 483 496
FNMA Pool 395051 1,848 1,876 1,848 1,876
FNMA Pool 397091 542 557 542 557
FNMA Pool 400521 233 240 233 240
FNMA Pool 401402 239 246 239 246
FNMA Pool 402136 497 511 497 511
FNMA Pool 402895 208 214 208 214
FNMA Pool 403467 96 99 96 99
FNMA Pool 405102 95 97 95 97
FNMA Pool 407454 218 224 218 224
FNMA Pool 407612 68 69 68 69
</TABLE>
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds Investment Grade Bond Fund
CrestFunds Intermediate Bond Fund
November 30, 1998
<TABLE>
<CAPTION>
-------------------------------------
STI Classic Investment
Grade Bond Fund
- ---------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FNMA Pool 407841 7.500% 12/01/27
FNMA Pool 407886 6.500% 02/01/13
FNMA Pool 407890 6.500% 02/01/13
FNMA Pool 409201 6.500% 01/01/13
FNMA Pool 409446 7.500% 01/01/28
FNMA Pool 411360 7.500% 01/01/28
FNMA Pool 412223 7.500% 01/01/28
FNMA Pool 413994 6.500% 01/01/13
FNMA Pool 414673 7.500% 04/01/28
FNMA Pool 414887 6.500% 02/01/13
FNMA Pool 415853 7.500% 01/01/28
FNMA Pool 416896 7.500% 05/01/28
FNMA Pool 419054 7.500% 04/01/28
FNMA Pool 419576 7.500% 02/01/28
FNMA Pool 422659 7.500% 06/01/28
FNMA Pool 424174 7.500% 04/01/28
FNMA Pool 424908 7.500% 04/01/28
FNMA Pool 425123 7.500% 05/01/28
FNMA Pool 425233 7.500% 04/01/28
FNMA Pool 425956 7.500% 05/01/28
FNMA Pool 428402 7.500% 04/01/28
FNMA Pool 447023 6.500% 02/01/13
FNMA REMIC Ser 1993-12 K 6.500% 10/25/21
FNMA REMIC Ser 1997-42 ZC 6.500% 07/18/27
FNMA REMIC Ser 1997-63 PC 6.500% 03/18/26
FNMA REMIC Ser 1998-8 PB 6.250% 06/18/19
FNMA REMIC Ser 1998-17 TC 6.250% 08/18/21
FNMA REMIC Ser 1998-17 TC 6.250% 08/18/21
FNMA REMIC Ser 1998-44 QD 6.000% 07/18/16
FNMA TBA 6.000% 12/15/13
GNMA Pool 353157 7.000% 12/15/27
GNMA Pool 347246 7.000% 04/15/27
GNMA Pool 372462 7.000% 12/15/27
GNMA Pool 376345 6.500% 12/15/23
GNMA Pool 377447 7.000% 01/15/27
GNMA Pool 387124 7.000% 09/15/25
GNMA Pool 393375 7.000% 02/15/27
GNMA Pool 399119 7.000% 02/15/27
GNMA Pool 402549 7.000% 04/15/26
GNMA Pool 412383 7.000% 12/15/27
GNMA Pool 429349 7.000% 03/15/26
GNMA Pool 430006 7.000% 11/15/27
GNMA Pool 432390 7.000% 03/15/27
GNMA Pool 433369 7.000% 01/15/27
<CAPTION>
------------------------------------ ----------------------------------
CrestFunds Intermediate
Bond Fund Pro Forma Combined
- --------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000) Par (000) Value (000)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FNMA Pool 407841 621 639 621 639
FNMA Pool 407886 874 887 874 887
FNMA Pool 407890 374 380 374 380
FNMA Pool 409201 950 964 950 964
FNMA Pool 409446 248 255 248 255
FNMA Pool 411360 95 98 95 98
FNMA Pool 412223 524 538 524 538
FNMA Pool 413994 876 889 876 889
FNMA Pool 414673 486 500 486 500
FNMA Pool 414887 1,814 1,841 1,814 1,841
FNMA Pool 415853 540 555 540 555
FNMA Pool 416896 504 518 504 518
FNMA Pool 419054 79 81 79 81
FNMA Pool 419576 270 278 270 278
FNMA Pool 422659 104 107 104 107
FNMA Pool 424174 498 512 498 512
FNMA Pool 424908 87 90 87 90
FNMA Pool 425123 100 103 100 103
FNMA Pool 425233 229 235 229 235
FNMA Pool 425956 216 222 216 222
FNMA Pool 428402 277 285 277 285
FNMA Pool 447023 1,674 1,698 1,674 1,698
FNMA REMIC Ser 1993-12 K 4,500 4,561 4,500 4,561
FNMA REMIC Ser 1997-42 ZC 12,634 12,458 12,634 12,458
FNMA REMIC Ser 1997-63 PC 9,160 9,526 9,160 9,526
FNMA REMIC Ser 1998-8 PB 8,530 8,805 8,530 8,805
FNMA REMIC Ser 1998-17 TC 6,675 6,769 6,675 6,769
FNMA REMIC Ser 1998-17 TC 360 364 360 364
FNMA REMIC Ser 1998-44 QD 9,000 8,997 9,000 8,997
FNMA TBA 16,965 16,970 16,965 16,970
GNMA Pool 353157 643 658 643 658
GNMA Pool 347246 130 133 130 133
GNMA Pool 372462 750 768 750 768
GNMA Pool 376345 6,556 6,623 6,556 6,623
GNMA Pool 377447 396 406 396 406
GNMA Pool 387124 375 384 375 384
GNMA Pool 393375 47 48 47 48
GNMA Pool 399119 514 526 514 526
GNMA Pool 402549 396 406 396 406
GNMA Pool 412383 467 478 467 478
GNMA Pool 429349 325 332 325 332
GNMA Pool 430006 99 101 99 101
GNMA Pool 432390 479 495 479 495
GNMA Pool 433369 412 422 412 422
</TABLE>
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds Investment Grade Bond Fund
CrestFunds Intermediate Bond Fund
November 30, 1998
<TABLE>
<CAPTION>
--------------------------------------
STI Classic Investment
Grade Bond Fund
- ---------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
GNMA Pool 433594 6.500% 02/15/28
GNMA Pool 440185 7.000% 02/15/27
GNMA Pool 440268 7.000% 03/15/27
GNMA Pool 441681 7.000% 12/15/27
GNMA Pool 441790 7.000% 02/15/27
GNMA Pool 442007 7.000% 03/15/27
GNMA Pool 443942 7.000% 04/15/27
GNMA Pool 448095 6.500% 02/15/28
GNMA Pool 450663 6.500% 03/15/28
GNMA Pool 453303 7.000% 08/15/27
GNMA Pool 453416 7.000% 11/15/27
GNMA Pool 454475 6.500% 09/15/28
GNMA Pool 455015 7.000% 10/15/27
GNMA Pool 456254 6.500% 04/15/28
GNMA Pool 456558 7.000% 10/15/27
GNMA Pool 457089 6.500% 09/15/28
GNMA Pool 457558 7.000% 12/15/27
GNMA Pool 458708 7.000% 11/15/27
GNMA Pool 458911 6.500% 08/15/28
GNMA Pool 459132 7.000% 12/15/27
GNMA Pool 459520 7.000% 03/15/28
GNMA Pool 459593 7.000% 03/15/28
GNMA Pool 459702 7.000% 11/15/27
GNMA Pool 459960 7.000% 03/15/28
GNMA Pool 460007 6.500% 03/15/28
GNMA Pool 460253 6.500% 03/15/28
GNMA Pool 460254 6.500% 03/15/28
GNMA Pool 460282 6.500% 03/15/28
GNMA Pool 460484 6.500% 03/15/28
GNMA Pool 460658 7.000% 12/15/27
GNMA Pool 460928 7.000% 10/15/27
GNMA Pool 461010 7.000% 11/15/27
GNMA Pool 461064 7.000% 12/15/27
GNMA Pool 461086 7.000% 12/15/27
GNMA Pool 462268 7.000% 11/15/27
GNMA Pool 462388 7.000% 12/15/27
GNMA Pool 462432 7.000% 12/15/27
GNMA Pool 463640 6.500% 03/15/28
GNMA Pool 463641 6.500% 03/15/28
GNMA Pool 465364 6.500% 08/15/28
GNMA Pool 465387 6.500% 02/15/28
GNMA Pool 465784 7.000% 04/15/28
GNMA Pool 471087 7.000% 08/15/28
GNMA Pool 471102 6.500% 05/15/28
<CAPTION>
------------------------------------ ----------------------------------
CrestFunds Intermediate
Bond Fund Pro Forma Combined
- -----------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000) Par (000) Value (000)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
GNMA Pool 433594 191 193 191 193
GNMA Pool 440185 499 511 499 511
GNMA Pool 440268 521 534 521 534
GNMA Pool 441681 86 88 86 88
GNMA Pool 441790 49 51 49 51
GNMA Pool 442007 340 349 340 349
GNMA Pool 443942 329 337 329 337
GNMA Pool 448095 882 891 882 891
GNMA Pool 450663 880 889 880 889
GNMA Pool 453303 618 633 618 633
GNMA Pool 453416 84 86 84 86
GNMA Pool 454475 43 43 43 43
GNMA Pool 455015 24 25 24 25
GNMA Pool 456254 408 412 408 412
GNMA Pool 456558 392 401 392 401
GNMA Pool 457089 499 504 499 504
GNMA Pool 457558 742 759 742 759
GNMA Pool 458708 804 823 804 823
GNMA Pool 458911 36 36 36 36
GNMA Pool 459132 277 284 277 284
GNMA Pool 459520 65 66 65 66
GNMA Pool 459593 262 268 262 268
GNMA Pool 459702 155 159 155 159
GNMA Pool 459960 269 276 269 276
GNMA Pool 460007 692 700 692 700
GNMA Pool 460253 119 120 119 120
GNMA Pool 460254 1,914 1,934 1,914 1,934
GNMA Pool 460282 126 128 126 128
GNMA Pool 460484 1,502 1,518 1,502 1,518
GNMA Pool 460658 825 845 825 845
GNMA Pool 460928 282 289 282 289
GNMA Pool 461010 321 329 321 329
GNMA Pool 461064 581 595 581 595
GNMA Pool 461086 659 675 659 675
GNMA Pool 462268 791 810 791 810
GNMA Pool 462388 811 831 811 831
GNMA Pool 462432 67 68 67 68
GNMA Pool 463640 1,150 1,162 1,150 1,162
GNMA Pool 463641 1,984 2,005 1,984 2,005
GNMA Pool 465364 161 162 161 162
GNMA Pool 465387 421 425 421 425
GNMA Pool 465784 638 654 638 654
GNMA Pool 471087 47 48 47 48
GNMA Pool 471102 454 459 454 459
</TABLE>
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds Investment Grade Bond Fund
CrestFunds Intermediate Bond Fund
November 30, 1998
<TABLE>
<CAPTION>
------------------------------------
STI Classic Investment
Grade Bond Fund
- ---------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000)
- ---------------------------------------------------------------------------------------------------------------------------------
GNMA Pool 475111 6.500% 09/15/28
GNMA Pool 486543 6.500% 09/15/28
GNMA Pool 780332 8.000% 11/15/09
GNMA Pool 780463 7.000% 11/15/26
GNMA Pool 780525 7.000% 03/15/27
GNMA Pool 780651 7.000% 10/15/27
GNMA Pool 780903 8.000% 12/15/22 107,000 111,414
GNMA TBA 7.000% 11/19/28 92,000 94,156
GNMA TBA 6.500% 12/17/28
GNMA TBA 7.000% 12/17/28
- ---------------------------------------------------------------------------------------------------------------------------------
Total U.S. Agency Mortgage Backed Obligations (Cost $456,940) 249,827
- ---------------------------------------------------------------------------------------------------------------------------------
Corporate Obligations--40.2%
Finance--27.0%
Americal Financial Group 7.125% 12/15/07
Bank of Boston 6.625% 12/01/05 2,500 2,606
Bear Stearns 6.250% 07/15/05 9,500 9,286
Capital One 6.530% 11/26/99 14,500 14,609
Capital One MTN 6.830% 05/17/99
Central Fidelity 8.150% 11/15/02
Conseco 6.800% 06/15/05 11,450 10,992
Conseco 6.400% 06/15/11 11,500 11,716
Countrywide Home Loan MTN 6.510% 02/11/05 23,300 23,329
Finova Capital 6.250% 11/01/02 11,625 11,640
Ford Motor Credit 6.500% 02/28/02 23,500 24,234
Great Western Financial 8.600% 02/01/02 9,800 10,547
Homeside Lending MTN 6.875% 05/15/00 10,235 10,440
Household Finance 6.500% 11/15/08 7,000 7,219
Household Finance MTN 6.250% 08/15/03
Ikon Capital MTN 6.730% 06/15/01 13,000 13,357
Jefferies Group, Callable 05/01/99 @ 103 8.875% 05/01/04
Lehman Brothers 10.000% 05/15/99
Liberty Property MTN 6.600% 06/05/02 12,000 12,285
Macsaver Financial Services 7.875% 08/01/03
Merrill Lynch 6.875% 11/15/18 8,500 8,925
Merrill Lynch MTN 6.060% 10/15/01 24,200 24,472
Morgan Stanley MTN 6.090% 03/09/01 12,000 12,105
Provident 7.000% 07/15/18 16,500 16,087
Salomon 7.300% 05/15/02 20,000 20,850
Salomon 6.250% 01/15/05 20,000 20,075
Sprint Capital 6.125% 11/15/08 11,625 11,814
- ---------------------------------------------------------------------------------------------------------------------------------
276,588
- ---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
----------------------------------- ---------------------------------
CrestFunds Intermediate
Bond Fund Pro Forma Combined
- -----------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000) Par (000) Value (000)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
GNMA Pool 475111 494 499 494 499
GNMA Pool 486543 494 499 494 499
GNMA Pool 780332 6,835 7,081 6,835 7,081
GNMA Pool 780463 545 559 545 559
GNMA Pool 780525 750 768 750 768
GNMA Pool 780651 145 149 145 149
GNMA Pool 780903 107,000 111,414
GNMA TBA 92,000 94,156
GNMA TBA 8,185 8,264 8,185 8,264
GNMA TBA 17,785 18,202 17,785 18,202
- -----------------------------------------------------------------------------------------------------------------------------------
Total U.S. Agency Mortgage Backed Obligations (Cost $456,940) 211,310 461,137
- -----------------------------------------------------------------------------------------------------------------------------------
Corporate Obligations--40.2%
Finance--27.0%
Americal Financial Group 7,000 7,429 7,000 7,429
Bank of Boston 2,500 2,606
Bear Stearns 9,500 9,286
Capital One 14,500 14,609
Capital One MTN 2,300 2,311 2,300 2,311
Central Fidelity 3,000 3,326 3,000 3,326
Conseco 11,450 10,992
Conseco 11,500 11,716
Countrywide Home Loan MTN 23,300 23,329
Finova Capital 11,625 11,640
Ford Motor Credit 23,500 24,234
Great Western Financial 9,800 10,547
Homeside Lending MTN 10,235 10,440
Household Finance 7,000 7,219
Household Finance MTN 5,825 5,949 5,825 5,949
Ikon Capital MTN 13,000 13,357
Jefferies Group, Callable 05/01/99 @ 103 7,000 7,761 7,000 7,761
Lehman Brothers 3,000 3,041 3,000 3,041
Liberty Property MTN 12,000 12,285
Macsaver Financial Services 9,550 9,538 9,550 9,538
Merrill Lynch 8,500 8,925
Merrill Lynch MTN 24,200 24,472
Morgan Stanley MTN 12,000 12,105
Provident 16,500 16,087
Salomon 20,000 20,850
Salomon 20,000 20,075
Sprint Capital 11,625 11,814
- -----------------------------------------------------------------------------------------------------------------------------------
39,355 315,943
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds Investment Grade Bond Fund
CrestFunds Intermediate Bond Fund
November 30, 1998
<TABLE>
<CAPTION>
-------------------------------------
STI Classic Investment
Grade Bond Fund
- ---------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Industrial--13.2%
American Home Products 7.900% 02/15/05 21,300 23,936
Bausch & Lomb 6.150% 08/01/01 12,000 12,090
Bausch & Lomb 6.750% 12/15/04 11,800 12,464
Dillards 6.430% 08/01/04 27,000 27,877
Ford Motor 6.625% 10/01/28
Petroleum Geo-Services 7.125% 03/30/28
Philip Morris 7.250% 09/15/01 24,500 25,603
Philip Morris 7.125% 08/15/02
Philip Morris 7.500% 04/01/04 14,500 15,406
Praxair 6.900% 11/01/06 17,725 18,301
Western Resources 6.250% 08/15/03 11,000 11,110
- ---------------------------------------------------------------------------------------------------------------------------------
146,787
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
Total Corporate Obligations (Cost $462,244) 423,375
- ---------------------------------------------------------------------------------------------------------------------------------
Asset Backed Securities--2.0%
American Express Master Trust, Ser 1992-2 A 6.600% 05/15/00
Chase Credit Card Master Trust, Ser 1997-5 A 6.194% 08/15/05
Discover Card Master Trust I, Ser 1998-4 A 5.750% 10/16/03
EQCC Home Equity Loan Trust, Ser 1994-1 A 5.800% 03/15/09
Olympic Automobile Receivables Trust, Ser 1995-D A4 6.050% 11/15/00
- ---------------------------------------------------------------------------------------------------------------------------------
Total Asset Backed Securities (Cost $23,729) -
- ---------------------------------------------------------------------------------------------------------------------------------
Mortgage Backed Securities--0.6%
Merrill Lynch Mortgage Investors, Ser 1998-C1 A1 6.310% 11/15/26
Merrill Lynch Mortgage Investors, Ser 1998-C2 D (A) 6.957% 02/15/30
- ---------------------------------------------------------------------------------------------------------------------------------
Total Mortgage Backed Securities (Cost $7,562) -
- ---------------------------------------------------------------------------------------------------------------------------------
Municipal Bond--0.3%
Los Angeles County, CA, Taxable GO, Ser A, AMBAC 8.000% 06/30/01
- ---------------------------------------------------------------------------------------------------------------------------------
Total Municipal Bond (Cost $3,692) -
- ---------------------------------------------------------------------------------------------------------------------------------
Commerical Paper--0.1%
Peacock Funding 5.200% 02/11/99
- ---------------------------------------------------------------------------------------------------------------------------------
Total Commerical Paper (Cost $1,331) -
- ---------------------------------------------------------------------------------------------------------------------------------
Cash Equivalent--1.3%
Aim Liquid Assets Portfolio
- ---------------------------------------------------------------------------------------------------------------------------------
Total Cash Equivalent (Cost $15,635) -
- ---------------------------------------------------------------------------------------------------------------------------------
Repurchase Agreements--11.3%
Deutsche Bank, 5.25%, dated 11/30/98, matures 12/01/98 81,892 81,892
Greenwich, 5.25%, dated 11/30/98, matures 12/01/98 9,229 9,229
J.P. Morgan 5.45%, dated 11/30/98, matures 12/01/98
<CAPTION>
------------------------------------ ----------------------------------
CrestFunds Intermediate
Bond Fund Pro Forma Combined
- -----------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000) Par (000) Value (000)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Industrial--13.2%
American Home Products 21,300 23,936
Bausch & Lomb 12,000 12,090
Bausch & Lomb 11,800 12,464
Dillards 27,000 27,877
Ford Motor 2,085 2,179 2,085 2,179
Petroleum Geo-Services 4,945 4,747 4,945 4,747
Philip Morris 24,500 25,603
Philip Morris 1,000 1,042 1,000 1,042
Philip Morris 14,500 15,406
Praxair 17,725 18,301
Western Resources 11,000 11,110
- -----------------------------------------------------------------------------------------------------------------------------------
7,968 154,755
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Total Corporate Obligations (Cost $462,244) 47,323 470,698
- -----------------------------------------------------------------------------------------------------------------------------------
Asset Backed Securities--2.0%
American Express Master Trust, Ser 1992-2 A 6,350 6,389 6,350 6,389
Chase Credit Card Master Trust, Ser 1997-5 A 7,215 7,436 7,215 7,436
Discover Card Master Trust I, Ser 1998-4 A 8,190 8,264 8,190 8,264
EQCC Home Equity Loan Trust, Ser 1994-1 A 548 555 548 555
Olympic Automobile Receivables Trust, Ser 1995-D A4 1,366 1,368 1,366 1,368
- -----------------------------------------------------------------------------------------------------------------------------------
Total Asset Backed Securities (Cost $23,729) 24,012 24,012
- -----------------------------------------------------------------------------------------------------------------------------------
Mortgage Backed Securities--0.6%
Merrill Lynch Mortgage Investors, Ser 1998-C1 A1 413 423 413 423
Merrill Lynch Mortgage Investors, Ser 1998-C2 D (A) 7,100 7,038 7,100 7,038
- -----------------------------------------------------------------------------------------------------------------------------------
Total Mortgage Backed Securities (Cost $7,562) 7,461 7,461
- -----------------------------------------------------------------------------------------------------------------------------------
Municipal Bond--0.3%
Los Angeles County, CA, Taxable GO, Ser A, AMBAC 3,480 3,702 3,480 3,702
- -----------------------------------------------------------------------------------------------------------------------------------
Total Municipal Bond (Cost $3,692) 3,702 3,702
- -----------------------------------------------------------------------------------------------------------------------------------
Commerical Paper--0.1%
Peacock Funding 1,345 1,331 1,345 1,331
- -----------------------------------------------------------------------------------------------------------------------------------
Total Commerical Paper (Cost $1,331) 1,331 1,331
- -----------------------------------------------------------------------------------------------------------------------------------
Cash Equivalent--1.3%
Aim Liquid Assets Portfolio 15,635 15,635 15,635 15,635
- -----------------------------------------------------------------------------------------------------------------------------------
Total Cash Equivalent (Cost $15,635) 15,635 15,635
- -----------------------------------------------------------------------------------------------------------------------------------
Repurchase Agreements--11.3%
Deutsche Bank, 5.25%, dated 11/30/98, matures 12/01/98 81,892 81,892
Greenwich, 5.25%, dated 11/30/98, matures 12/01/98 9,229 9,229
J.P. Morgan 5.45%, dated 11/30/98, matures 12/01/98 30,167 30,167 30,167 30,167
</TABLE>
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds Investment Grade Bond Fund
CrestFunds Intermediate Bond Fund
November 30, 1998
<TABLE>
<CAPTION>
-------------------------------------
STI Classic Investment
Grade Bond Fund
- ----------------------------------------------------------------------------------------------------------
Security Par (000) Value (000)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
SBC Warburg, 5.25%, dated 11/30/98, matures 12/01/98 11,835 11,835
- ----------------------------------------------------------------------------------------------------------
Total Repurchase Agreements (Cost $133,123) 102,956
- ----------------------------------------------------------------------------------------------------------
Total Investments--111.1%
(Cost $1,269,646) 947,468
- ----------------------------------------------------------------------------------------------------------
Other Assets and Liabilities, Net--(11.1%) (87,663)
- ----------------------------------------------------------------------------------------------------------
Total Net Assets--100.0% 859,805
- ----------------------------------------------------------------------------------------------------------
<CAPTION>
------------------------------------ ----------------------------------
CrestFunds Intermediate
Bond Fund Pro Forma Combined
- --------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000) Par (000) Value (000)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SBC Warburg, 5.25%, dated 11/30/98, matures 12/01/98 11,835 11,835
- --------------------------------------------------------------------------------------------------------------------------------
Total Repurchase Agreements (Cost $133,123) 30,167 133,123
- --------------------------------------------------------------------------------------------------------------------------------
Total Investments--111.1%
(Cost $1,269,646) 356,841 1,304,309
- --------------------------------------------------------------------------------------------------------------------------------
Other Assets and Liabilities, Net--(11.1%) (42,666) (130,329)
- --------------------------------------------------------------------------------------------------------------------------------
Total Net Assets--100.0% 314,175 1,173,980
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(A) Adjustable Rate Security--The rate reflected on the Statement of Net Assets
is the rate in effect on November 30, 1998. The date reported on the Statement
of Net Assets is the later of the date on which the security can be redeemed at
par or the next date on which the rate of interest is adjusted.
AMBAC-American Municipal Bond Assurance Corporation
Cl - Class
FHLMC-Federal Home Loan Mortgage Corporation
FNMA-Federal National Mortgage Association
GNMA-Government National Mortgage Association
GO-General Obligation
MTN-Medium Term Note
REMIC-Real Estate Mortgage Investment Conduit
Ser-Series
TBA-To Be Announced
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds Short-Term Bond Fund
Crest Funds Limited Term Bond Fund
November 30, 1998
<TABLE>
<CAPTION>
-------------------------------
STI Classic Short-Term
Bond
- --------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Treasury Obligations--20.7%
U.S. Treasury Notes 5.500% 02/28/99 4,750 4,761
U.S. Treasury Notes 6.250% 05/31/99 7,000 7,055
U.S. Treasury Notes 5.875% 07/31/99 5,000 5,037
U.S. Treasury Notes 5.625% 10/31/99 3,000 3,025
U.S. Treasury Notes 6.375% 09/30/01 3,000 3,135
U.S. Treasury Notes 7.500% 11/15/01 9,000 9,700
U.S. Treasury Notes 7.875% 11/15/04 5,000 5,799
U.S. Treasury STRIPS 0.000% 08/15/03 1,250 1,008
U.S. Treasury STRIPS 0.000% 11/15/04 8,000 6,042
- --------------------------------------------------------------------------------------------------------------------
Total U.S. Treasury Obligations (Cost $44,805) 45,562
- --------------------------------------------------------------------------------------------------------------------
Corporate Obligations--40.1%
Agriculture--2.4%
Alcan Aluminum 5.875% 04/01/00
- --------------------------------------------------------------------------------------------------------------------
-
- --------------------------------------------------------------------------------------------------------------------
Banks--1.9%
Capital One Bank MTN 6.830% 05/17/99
Popular North America 6.625% 10/27/02
- --------------------------------------------------------------------------------------------------------------------
-
- --------------------------------------------------------------------------------------------------------------------
Building & Construction Supplies--0.9%
Penn Central 9.750% 08/01/99
- --------------------------------------------------------------------------------------------------------------------
-
- --------------------------------------------------------------------------------------------------------------------
Communications Equipment--1.2%
US Cellular, Callable 08/15/04 @ 100 7.250% 08/15/07
- --------------------------------------------------------------------------------------------------------------------
-
- --------------------------------------------------------------------------------------------------------------------
Electrical Services--0.6%
Ohio Edison 6.875% 09/15/99
- --------------------------------------------------------------------------------------------------------------------
-
- --------------------------------------------------------------------------------------------------------------------
Finance--13.4%
American Express 8.500% 08/15/01 770 834
American Express 6.750% 06/23/04 3,000 3,184
American General 5.900% 01/15/03 2,000 2,017
American General 6.250% 03/15/03 1,100 1,123
Associates Corp NA MTN 7.080% 04/15/03 1,500 1,594
Associates Corp NA 6.450% 10/15/01 1,750 1,796
Bankers Trust New York 6.625% 07/30/99 2,250 2,258
Beneficial MTN 6.490% 09/27/00 1,000 1,015
Chrysler Financial 9.500% 12/15/99 1,000 1,041
<CAPTION>
------------------------------ -------------------------------
CrestFunds Limited
Term Bond Pro Forma Combined
- ---------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000) Par (000) Value (000)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Treasury Obligations--20.7%
U.S. Treasury Notes 4,750 4,761
U.S. Treasury Notes 7,000 7,055
U.S. Treasury Notes 5,000 5,037
U.S. Treasury Notes 3,000 3,025
U.S. Treasury Notes 3,000 3,135
U.S. Treasury Notes 9,000 9,700
U.S. Treasury Notes 5,000 5,799
U.S. Treasury STRIPS 1,250 1,008
U.S. Treasury STRIPS 8,000 6,042
- ---------------------------------------------------------------------------------------------------------------------
Total U.S. Treasury Obligations (Cost $44,805) - 45,562
- ---------------------------------------------------------------------------------------------------------------------
Corporate Obligations--40.1%
Agriculture--2.4%
Alcan Aluminum 2,000 2,017 2,000 2,017
- ---------------------------------------------------------------------------------------------------------------------
2,017 2,017
- ---------------------------------------------------------------------------------------------------------------------
Banks--1.9%
Capital One Bank MTN 2,000 2,010 2,000 2,010
Popular North America 2,000 2,097 2,000 2,097
- ---------------------------------------------------------------------------------------------------------------------
4,107 4,107
- ---------------------------------------------------------------------------------------------------------------------
Building & Construction Supplies--0.9%
Penn Central 2,000 2,052 2,000 2,052
- ---------------------------------------------------------------------------------------------------------------------
2,052 2,052
- ---------------------------------------------------------------------------------------------------------------------
Communications Equipment--1.2%
US Cellular, Callable 08/15/04 @ 100 2,525 2,645 2,525 2,645
- ---------------------------------------------------------------------------------------------------------------------
2,645 2,645
- ---------------------------------------------------------------------------------------------------------------------
Electrical Services--0.6%
Ohio Edison 1,300 1,313 1,300 1,313
- ---------------------------------------------------------------------------------------------------------------------
1,313 1,313
- ---------------------------------------------------------------------------------------------------------------------
Finance--13.4%
American Express 770 834
American Express 3,000 3,184
American General 2,000 2,017
American General 1,100 1,123
Associates Corp NA MTN 1,500 1,594
Associates Corp NA 1,750 1,796
Bankers Trust New York 2,250 2,258
Beneficial MTN 1,000 1,015
Chrysler Financial 1,000 1,041
</TABLE>
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds Short-Term Bond Fund
Crest Funds Limited Term Bond Fund
November 30, 1998
<TABLE>
<CAPTION>
-------------------------------
STI Classic Short-Term
Bond
- --------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Dean Witter Discover MTN 6.000% 02/08/01 1,000 1,019
First Chicago NBD MTN 6.500% 11/01/01 2,250 2,323
Ford Motor Credit 6.500% 02/28/02 725 748
Ford Motor Credit 6.000% 01/14/03 2,000 2,045
General Motors Acceptance 5.750% 11/10/03 1,250 1,256
Household Finance 6.250% 08/15/03 2,000 2,042
International Lease MTN 5.500% 09/29/03 2,000 1,977
National City 6.750% 06/01/29 2,000 2,015
Norwest Financial 7.200% 04/01/04 1,000 1,083
- --------------------------------------------------------------------------------------------------------------------
29,370
- --------------------------------------------------------------------------------------------------------------------
Financial Services--2.0%
CIT Group Holdings 6.375% 08/01/02
Macsaver Financial Services 7.875% 08/01/03
- --------------------------------------------------------------------------------------------------------------------
Total Financial Services -
- --------------------------------------------------------------------------------------------------------------------
Industrial--13.3%
Clark Equipment 9.750% 03/01/01 1,750 1,901
Computer Associates 6.375% 04/15/05 2,300 2,260
Dayton Hudson 6.800% 10/01/01 2,250 2,323
Dayton Hudson 5.950% 06/15/10 500 504
General Foods 6.000% 06/15/01 500 498
IBM MTN 5.800% 05/15/01 1,250 1,270
Philip Morris 7.500% 01/15/02 1,250 1,319
RJR Nabisco 6.800% 09/01/01 1,500 1,543
Sears Roebuck Acceptance MTN 6.920% 06/17/04 2,250 2,416
Tenneco 10.075% 02/01/01 3,000 3,285
TRW MTN 9.000% 02/09/01 1,000 1,078
Union Pacific 7.060% 05/15/03 1,500 1,607
USAA, Cl B MTN 8.880% 09/21/99 2,000 2,054
Wal-Mart 5.850% 06/01/18 3,000 3,030
Walt Disney Euro MTN 6.250% 06/21/99 1,500 1,510
Walt Disney MTN 5.600% 01/13/00 2,500 2,513
- --------------------------------------------------------------------------------------------------------------------
29,111
- --------------------------------------------------------------------------------------------------------------------
Petroleum & Fuel Products--0.6%
Petroleum Geo-Services 7.500% 03/31/07
- --------------------------------------------------------------------------------------------------------------------
-
- --------------------------------------------------------------------------------------------------------------------
Real Estate Investment Trusts--0.9%
United Dominion Realty 7.250% 01/15/07
- --------------------------------------------------------------------------------------------------------------------
-
- --------------------------------------------------------------------------------------------------------------------
Security Brokerage/Dealers--1.6%
<CAPTION>
------------------------------ -------------------------------
CrestFunds Limited
Term Bond Pro Forma Combined
- ---------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000) Par (000) Value (000)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Dean Witter Discover MTN 1,000 1,019
First Chicago NBD MTN 2,250 2,323
Ford Motor Credit 725 748
Ford Motor Credit 2,000 2,045
General Motors Acceptance 1,250 1,256
Household Finance 2,000 2,042
International Lease MTN 2,000 1,977
National City 2,000 2,015
Norwest Financial 1,000 1,083
- ---------------------------------------------------------------------------------------------------------------------
- 29,370
- ---------------------------------------------------------------------------------------------------------------------
Financial Services--2.0%
CIT Group Holdings 1,345 1,384 1,345 1,384
Macsaver Financial Services 3,000 2,996 3,000 2,996
- ---------------------------------------------------------------------------------------------------------------------
Total Financial Services 4,380 4,380
- ---------------------------------------------------------------------------------------------------------------------
Industrial--13.3%
Clark Equipment 1,750 1,901
Computer Associates 2,300 2,260
Dayton Hudson 2,250 2,323
Dayton Hudson 500 504
General Foods 500 498
IBM MTN 1,250 1,270
Philip Morris 1,250 1,319
RJR Nabisco 1,500 1,543
Sears Roebuck Acceptance MTN 2,250 2,416
Tenneco 3,000 3,285
TRW MTN 1,000 1,078
Union Pacific 1,500 1,607
USAA, Cl B MTN 2,000 2,054
Wal-Mart 3,000 3,030
Walt Disney Euro MTN 1,500 1,510
Walt Disney MTN 2,500 2,513
- ---------------------------------------------------------------------------------------------------------------------
- 29,111
- ---------------------------------------------------------------------------------------------------------------------
Petroleum & Fuel Products--0.6%
Petroleum Geo-Services 1,255 1,316 1,255 1,316
- ---------------------------------------------------------------------------------------------------------------------
1,316 1,316
- ---------------------------------------------------------------------------------------------------------------------
Real Estate Investment Trusts--0.9%
United Dominion Realty 2,000 2,022 2,000 2,022
- ---------------------------------------------------------------------------------------------------------------------
2,022 2,022
- ---------------------------------------------------------------------------------------------------------------------
Security Brokerage/Dealers--1.6%
</TABLE>
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds Short-Term Bond Fund
Crest Funds Limited Term Bond Fund
November 30, 1998
<TABLE>
<CAPTION>
-------------------------------
STI Classic Short-Term
Bond
- --------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Jefferies Group, Callable 05/01/99 @ 103 8.875% 05/01/04
Salomon Brothers 7.125% 08/01/99
- --------------------------------------------------------------------------------------------------------------------
-
- --------------------------------------------------------------------------------------------------------------------
Utilities--2.8%
Bellsouth Savings 9.125% 07/01/03 1,640 1,794
Indiana & Michigan Power MTN 6.400% 03/01/00 2,250 2,284
NYNEX Credit MTN 6.900% 06/15/99 2,000 2,016
- --------------------------------------------------------------------------------------------------------------------
6,094
- --------------------------------------------------------------------------------------------------------------------
Total Corporate Obligations (Cost $86,144) 64,575
- --------------------------------------------------------------------------------------------------------------------
U.S. Government Agency Obligation--0.5%
FFCB MTN 7.125% 06/01/01
- --------------------------------------------------------------------------------------------------------------------
Total U.S. Government Agency Obligation (Cost $1,002) -
- --------------------------------------------------------------------------------------------------------------------
U.S. Agency Mortgage Backed Obligations--23.3%
FHLB 5.510% 02/06/01 2,750 2,785
FHLMC 8.000% 01/01/00 354 364
FHLMC 6.500% 12/01/00 1,540 1,562
FHLMC 5.375% 04/13/00 1,000 1,010
FHLMC Pool E00412 7.000% 01/01/11
FHLMC Pool G10664 7.000% 02/01/12
FHLMC REMIC 1585 E 5.750% 06/15/16
FHLMC REMIC 2061 PC 6.250% 10/15/20
FNMA 8.500% 11/01/01 21 21
FNMA Pool 250820 7.000% 01/01/27
FNMA Pool 251761 6.500% 06/01/13
FNMA Pool 397657 7.500% 09/01/27
FNMA Pool 401494 7.500% 10/01/27
FNMA Pool 401899 7.500% 12/01/27
FNMA Pool 404124 7.500% 12/01/27
FNMA Pool 411484 7.500% 12/01/27
FNMA Pool 414639 7.500% 11/01/27
FNMA Pool 419420 7.500% 03/01/28
FNMA Pool 420787 6.500% 06/01/13
FNMA Pool 420917 7.500% 09/01/26
FNMA Pool 423276 7.500% 01/01/28
FNMA Pool 429562 7.500% 06/01/28
FNMA Pool 439745 6.500% 09/01/13
FNMA Pool 444572 6.500% 09/01/13
FNMA REMIC 1992-199 A 5.250% 11/25/99
FNMA REMIC 1996-30 PC 7.000% 11/25/20
FNMA REMIC 1998-44 QD 6.000% 07/18/16
FNMA REMIC 1998-8 PB 6.250% 06/18/19
<CAPTION>
------------------------------ -------------------------------
CrestFunds Limited
Term Bond Pro Forma Combined
- ---------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000) Par (000) Value (000)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Jefferies Group, Callable 05/01/99 @ 103 2,000 2,218 2,000 2,218
Salomon Brothers 1,300 1,316 1,300 1,316
- ----------------------------------------------------------------------------------------------------------------------
3,534 3,534
- ----------------------------------------------------------------------------------------------------------------------
Utilities--2.8%
Bellsouth Savings 1,640 1,794
Indiana & Michigan Power MTN 2,250 2,284
NYNEX Credit MTN 2,000 2,016
- ----------------------------------------------------------------------------------------------------------------------
- 6,094
- ----------------------------------------------------------------------------------------------------------------------
Total Corporate Obligations (Cost $86,144) 23,386 87,961
- ----------------------------------------------------------------------------------------------------------------------
U.S. Government Agency Obligation--0.5%
FFCB MTN 1,000 1,052 1,000 1,052
- ----------------------------------------------------------------------------------------------------------------------
Total U.S. Government Agency Obligation (Cost $1,002) 1,052 1,052
- ----------------------------------------------------------------------------------------------------------------------
U.S. Agency Mortgage Backed Obligations--23.3%
FHLB 2,750 2,785
FHLMC 354 364
FHLMC 1,540 1,562
FHLMC 1,000 1,010
FHLMC Pool E00412 1,413 1,446 1,413 1,446
FHLMC Pool G10664 3,865 3,953 3,865 3,953
FHLMC REMIC 1585 E 1,593 1,592 1,593 1,592
FHLMC REMIC 2061 PC 1,200 1,218 1,200 1,218
FNMA 21 21
FNMA Pool 250820 2,146 2,191 2,146 2,191
FNMA Pool 251761 2,816 2,858 2,816 2,858
FNMA Pool 397657 934 960 934 960
FNMA Pool 401494 873 898 873 898
FNMA Pool 401899 908 934 908 934
FNMA Pool 404124 665 683 665 683
FNMA Pool 411484 853 877 853 877
FNMA Pool 414639 804 827 804 827
FNMA Pool 419420 861 886 861 886
FNMA Pool 420787 1,967 1,997 1,967 1,997
FNMA Pool 420917 798 821 798 821
FNMA Pool 423276 910 936 910 936
FNMA Pool 429562 506 520 506 520
FNMA Pool 439745 1,963 1,992 1,963 1,992
FNMA Pool 444572 1,096 1,113 1,096 1,113
FNMA REMIC 1992-199 A 133 132 133 132
FNMA REMIC 1996-30 PC 2,600 2,652 2,600 2,652
FNMA REMIC 1998-44 QD 1,200 1,200 1,200 1,200
FNMA REMIC 1998-8 PB 2,575 2,658 2,575 2,658
</TABLE>
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds Short-Term Bond Fund
Crest Funds Limited Term Bond Fund
November 30, 1998
<TABLE>
<CAPTION>
-------------------------------
STI Classic Short-Term
Bond
- --------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FNMA TBA 6.000% 12/15/13
GNMA Pool 359503 7.500% 04/15/24
GNMA Pool 359975 7.500% 01/15/24
GNMA Pool 398793 7.500% 07/15/26
GNMA Pool 399107 7.500% 02/15/27
GNMA Pool 410839 7.500% 11/15/25
GNMA Pool 417143 7.500% 10/15/25
GNMA Pool 431365 7.500% 10/15/26
GNMA Pool 439009 7.500% 10/15/26
GNMA Pool 439051 7.500% 02/15/27
GNMA Pool 443502 7.500% 07/15/27
GNMA Pool 780332 8.000% 11/15/09
GNMA TBA 6.500% 12/17/28
GNMA TBA 7.000% 12/17/28
- --------------------------------------------------------------------------------------------------------------------
Total U.S. Agency Mortgage Backed Obligations (Cost $50,630) 5,742
- --------------------------------------------------------------------------------------------------------------------
Asset-Backed Securities--12.7%
Advanta Credit Card Master Trust, Ser 1995 F A1 6.050% 08/01/03
American Express Master Trust, Ser 1192-2 A 6.600% 05/15/00
Arcadia Auto Receivables Trust, Ser 1997-B, Cl A3 6.300% 07/16/01 2,412 2,423
Chase Credit Card Master Trust, Ser 1997-5 A 6.194% 08/15/05
Chase Manhattan Grantor Trust, Ser 1995 - B A 5.900% 11/15/01
CoreStates Home Equity Trust, Ser 1994-1 A 6.650% 05/15/09
Discover Card Master Trust, Ser 1997-2, Cl A 6.792% 04/16/10 3,000 3,005
Discover Card Master Trust I, Ser 1998-4 A 5.750% 10/16/03
EQCC Home Equity Loan Trust, Ser 1994-1 A 5.800% 03/15/09
Equivantage, Ser 1996-1 A 6.550% 10/25/25
Metris Master Trust, Ser 1997-1, Cl A 6.870% 10/20/05 2,000 2,066
Money Store Home Equity Trust, Cl B 6.290% 01/15/06 3,214 3,210
Money Store Home Equity Trust, Cl B 6.415% 04/15/10 973 972
SLMA, Cl A 5.135% 04/25/04 671 664
SLMA, Cl A 5.050% 10/25/04 1,470 1,468
SLMA, Cl A 4.598% 04/25/06 4,092 4,035
Spiegel Master Trust, Ser 1995-A A 7.500% 09/15/04
- --------------------------------------------------------------------------------------------------------------------
Total Asset-Backed Securities (Cost $27,572) 17,843
- --------------------------------------------------------------------------------------------------------------------
Mortgage Backed Securities--0.8%
Merrill Lynch Mortgage Investors, Ser 1998-C2 D (A) 6.957% 02/15/30
- --------------------------------------------------------------------------------------------------------------------
Total Mortgage Backed Securities (Cost $1,812) -
- --------------------------------------------------------------------------------------------------------------------
Municipal Bond--0.5%
Los Angeles County, CA, Taxable GO, Ser A, AMBAC 8.000% 06/30/01
- --------------------------------------------------------------------------------------------------------------------
Total Municipal Bond (Cost $997) -
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
------------------------------ -------------------------------
CrestFunds Limited
Term Bond Pro Forma Combined
- ---------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000) Par (000) Value (000)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FNMA TBA 3,000 3,001 3,000 3,001
GNMA Pool 359503 57 59 57 59
GNMA Pool 359975 58 60 58 60
GNMA Pool 398793 349 361 349 361
GNMA Pool 399107 523 540 523 540
GNMA Pool 410839 427 441 427 441
GNMA Pool 417143 329 340 329 340
GNMA Pool 431365 455 470 455 470
GNMA Pool 439009 59 61 59 61
GNMA Pool 439051 27 28 27 28
GNMA Pool 443502 423 437 423 437
GNMA Pool 780332 1,594 1,652 1,594 1,652
GNMA TBA 1,500 1,515 1,500 1,515
GNMA TBA 3,000 3,070 3,000 3,070
- ----------------------------------------------------------------------------------------------------------------------
Total U.S. Agency Mortgage Backed Obligations (Cost $50,630) 45,379 51,121
- ----------------------------------------------------------------------------------------------------------------------
Asset-Backed Securities--12.7%
Advanta Credit Card Master Trust, Ser 1995 F A1 1,000 1,017 1,000 1,017
American Express Master Trust, Ser 1192-2 A 2,000 2,012 2,000 2,012
Arcadia Auto Receivables Trust, Ser 1997-B, Cl A3 2,412 2,423
Chase Credit Card Master Trust, Ser 1997-5 A 1,280 1,319 1,280 1,319
Chase Manhattan Grantor Trust, Ser 1995 - B A 257 258 257 258
CoreStates Home Equity Trust, Ser 1994-1 A 762 773 762 773
Discover Card Master Trust, Ser 1997-2, Cl A 3,000 3,005
Discover Card Master Trust I, Ser 1998-4 A 1,990 2,008 1,990 2,008
EQCC Home Equity Loan Trust, Ser 1994-1 A 665 673 665 673
Equivantage, Ser 1996-1 A 832 850 832 850
Metris Master Trust, Ser 1997-1, Cl A 2,000 2,066
Money Store Home Equity Trust, Cl B 3,214 3,210
Money Store Home Equity Trust, Cl B 973 972
SLMA, Cl A 671 664
SLMA, Cl A 1,470 1,468
SLMA, Cl A 4,092 4,035
Spiegel Master Trust, Ser 1995-A A 1,000 1,035 1,000 1,035
- ----------------------------------------------------------------------------------------------------------------------
Total Asset-Backed Securities (Cost $27,572) 9,945 27,788
- ----------------------------------------------------------------------------------------------------------------------
Mortgage Backed Securities--0.8%
Merrill Lynch Mortgage Investors, Ser 1998-C2 D (A) 1,800 1,784 1,800 1,784
- ----------------------------------------------------------------------------------------------------------------------
Total Mortgage Backed Securities (Cost $1,812) 1,784 1,784
- ----------------------------------------------------------------------------------------------------------------------
Municipal Bond--0.5%
Los Angeles County, CA, Taxable GO, Ser A, AMBAC 940 1,000 940 1,000
- ----------------------------------------------------------------------------------------------------------------------
Total Municipal Bond (Cost $997) 1,000 1,000
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds Short-Term Bond Fund
Crest Funds Limited Term Bond Fund
November 30, 1998
<TABLE>
<CAPTION>
-------------------------------
STI Classic Short-Term
Bond
- --------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Commercial Paper--1.4%
Citibank Capital Markets 5.530% 01/06/99
Peacock Funding 5.200% 02/11/99
- --------------------------------------------------------------------------------------------------------------------
Total Commercial Paper (Cost $2,973) -
- --------------------------------------------------------------------------------------------------------------------
Cash Equivalents--3.0%
SEI Daily Income Trust Prime Obligation Portfolio 5.010% 2,935 2,935
Aim Liquid Assets Portfolio
- --------------------------------------------------------------------------------------------------------------------
Total Cash Equivalent (Cost $6,557) 2,935
- --------------------------------------------------------------------------------------------------------------------
Repurchase Agreement--2.1%
J.P. Morgan 5.57%, dated 11/30/98, matures 12/01/98
- --------------------------------------------------------------------------------------------------------------------
Total Repurchase Agreement (Cost $1,780) -
- --------------------------------------------------------------------------------------------------------------------
Total Investments --103.6%
(Cost $224,272) 136,657
- --------------------------------------------------------------------------------------------------------------------
Other Asset and Liabilities --(3.6%) (1,038)
- --------------------------------------------------------------------------------------------------------------------
Net Assets -- 100% 135,619
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
------------------------------ -------------------------------
CrestFunds Limited
Term Bond Pro Forma Combined
- ---------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000) Par (000) Value (000)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Commercial Paper--1.4%
Citibank Capital Markets 1,000 994 1,000 994
Peacock Funding 2,000 1,979 2,000 1,979
- ----------------------------------------------------------------------------------------------------------------------
Total Commercial Paper (Cost $2,973) 2,973 2,973
- ----------------------------------------------------------------------------------------------------------------------
Cash Equivalents--3.0%
SEI Daily Income Trust Prime Obligation Portfolio 2,935 2,935
Aim Liquid Assets Portfolio 3,622 3,622 3,622 3,622
- ----------------------------------------------------------------------------------------------------------------------
Total Cash Equivalent (Cost $6,557) 3,622 6,557
- ----------------------------------------------------------------------------------------------------------------------
Repurchase Agreement--2.1%
J.P. Morgan 5.57%, dated 11/30/98, matures 12/01/98 1,780 1,780 1,780 1,780
- ----------------------------------------------------------------------------------------------------------------------
Total Repurchase Agreement (Cost $1,780) 1,780 1,780
- ----------------------------------------------------------------------------------------------------------------------
Total Investments --103.6%
(Cost $224,272) 90,921 227,578
- ----------------------------------------------------------------------------------------------------------------------
Other Asset and Liabilities --(3.6%) (6,941) (7,979)
- ----------------------------------------------------------------------------------------------------------------------
Net Assets -- 100% 83,980 219,599
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(A) Ajustable Rate Securities - The rate reflected on the Statement of Net
Assets is the rate in effect on November 30, 1998. The date reported on the
Statement of Net Assets is the later of the date on which the security can be
redeemed at par or the next date on which the rate of interest is adjusted.
AMBAC - American Municipal Bond Assurance
Cl - Class
FFCB - Federal Farm Credit Bank
FHLB - Federal Home Loan Bank
FHLMC - Federal Home Loan Mortagage Corporation
FNMA - Federal National Mortgage Association
GNMA - Government National Mortgage Association
GO - General Obligation
MTN - Medium Term Note
REMIC - Real Estate Mortgage Investment Conduit
Ser - Series
SLMA - Student Loan Marketing Association
STRIPS-Separate Trading of Registered Principal & Interest Securities
TBA - To Be Announced
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds U.S. Government Securities Fund
Crest Funds Government Bond Fund
November 30, 1998
<TABLE>
<CAPTION>
----------------------------------
STI Classic U.S.
Government Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Treasury Obligations--19.3%
U.S. Treasury Bonds 7.750% 11/30/99 200 206
U.S. Treasury Bonds 7.250% 05/15/16 1,000 1,224
U.S. Treasury Bonds 6.875% 08/15/25 1,000 1,221
U.S. Treasury Bonds 6.625% 02/15/27
U.S. Treasury Bonds 6.125% 11/15/27
U.S. Treasury Bonds 6.000% 02/15/26 2,000 2,199
U.S. Treasury Bonds 5.250% 11/15/28
U.S. Treasury Notes 8.500% 11/15/00 1,000 1,072
U.S. Treasury Notes 8.000% 05/15/01 200 215
U.S. Treasury Notes 7.500% 11/15/01 200 216
U.S. Treasury Notes 7.500% 05/15/02 750 816
U.S. Treasury Notes 7.250% 05/15/04 500 560
U.S. Treasury Notes 7.875% 11/15/04 275 319
U.S. Treasury Notes 7.500% 02/15/05 500 573
U.S. Treasury Notes 6.500% 10/15/06 2,000 2,215
U.S. Treasury Notes 6.625% 05/15/07 1,050 1,179
U.S. Treasury Notes 7.625% 02/15/25 400 530
- ----------------------------------------------------------------------------------------------------------------------------------
Total U.S. Treasury Obligations (Cost $ 18,226) 12,545
- ----------------------------------------------------------------------------------------------------------------------------------
U.S. Agency Mortgage-Backed Obligations--67.9%
FHLMC 6.000% 02/01/01 75 75
FHLMC 7.000% 01/01/09 81 83
FHLMC 7.000% 04/01/09 149 153
FHLMC 7.000% 04/01/09 118 121
FHLMC 7.000% 08/01/10 593 606
FHLMC 7.000% 05/01/12 843 863
FHLMC 6.500% 12/01/12 1,494 1,517
FHLMC REMIC 1934 E 6.500% 02/15/12
FHLMC REMIC 2061 PC 6.250% 10/15/20
FHLMC REMIC, Ser 2039, Cl PC 6.000% 05/15/09 1,000 1,001
FHLMC REMIC 1585 E 5.750% 06/15/16
FHLMC Pool E00412 7.000% 01/01/11
FHLMC Pool G10664 7.000% 02/01/12
FHLMC Pool E66605 6.500% 03/01/12
FNMA 6.000% 11/25/07 815 825
FNMA 7.500% 06/01/11 614 631
FNMA 7.000% 09/17/11 902 923
FNMA 7.000% 05/01/12 811 830
FNMA 7.000% 06/01/12 733 749
FNMA 7.000% 07/01/12 791 809
FNMA 7.000% 10/25/16 635 648
FNMA 6.500% 07/01/18 1,028 1,040
FNMA 6.290% 08/01/18 1,494 1,496
<CAPTION>
------------------------------- ----------------------------------
CrestFunds Government
Bond Fund Pro Forma Combined
- ----------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000) Par (000) Value (000)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. Treasury Obligations--19.3%
U.S. Treasury Bonds 200 206
U.S. Treasury Bonds 1,000 1,224
U.S. Treasury Bonds 1,000 1,221
U.S. Treasury Bonds 960 1,144 960 1,144
U.S. Treasury Bonds 3,795 4,283 3,795 4,283
U.S. Treasury Bonds 2,000 2,199
U.S. Treasury Bonds 1,500 1,541 1,500 1,541
U.S. Treasury Notes 1,000 1,072
U.S. Treasury Notes 200 215
U.S. Treasury Notes 200 216
U.S. Treasury Notes 750 816
U.S. Treasury Notes 500 560
U.S. Treasury Notes 275 319
U.S. Treasury Notes 500 573
U.S. Treasury Notes 2,000 2,215
U.S. Treasury Notes 1,050 1,179
U.S. Treasury Notes 400 530
- ---------------------------------------------------------------------------------------------------------------------------
Total U.S. Treasury Obligations (Cost $ 18,226) 6,968 19,513
- ---------------------------------------------------------------------------------------------------------------------------
U.S. Agency Mortgage-Backed Obligations--67.9%
FHLMC 75 75
FHLMC 81 83
FHLMC 149 153
FHLMC 118 121
FHLMC 593 606
FHLMC 843 863
FHLMC 1,494 1,517
FHLMC REMIC 1934 E 1,856 1,905 1,856 1,905
FHLMC REMIC 2061 PC 1,260 1,279 1,260 1,279
FHLMC REMIC, Ser 2039, Cl PC 1,000 1,001
FHLMC REMIC 1585 E 1,045 1,044 1,045 1,044
FHLMC Pool E00412 347 355 347 355
FHLMC Pool G10664 1,189 1,217 1,189 1,217
FHLMC Pool E66605 2,945 2,990 2,945 2,990
FNMA 815 825
FNMA 614 631
FNMA 902 923
FNMA 811 830
FNMA 733 749
FNMA 791 809
FNMA 635 648
FNMA 1,028 1,040
FNMA 1,494 1,496
</TABLE>
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds U.S. Government Securities Fund
Crest Funds Government Bond Fund
November 30, 1998
<TABLE>
<CAPTION>
----------------------------------
STI Classic U.S.
Government Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FNMA 6.500% 08/01/18 985 992
FNMA 7.500% 04/01/27 692 712
FNMA 6.000% 03/01/28 1,005 992
FNMA 6.500% 03/01/28 843 849
FNMA REMIC, Ser 1990-143, Cl J 8.750% 12/25/20 87 91
FNMA REMIC, Ser 1993-156, Cl B 6.500% 04/25/18 100 102
FNMA REMIC, Ser 1996-68, Cl C 6.500% 08/18/18 1,000 1,006
FNMA REMIC, Ser 1996-9, Cl H 6.500% 11/25/13 1,337 1,358
FNMA REMIC, Ser 1997-34, Cl VC 7.500% 05/01/12 1,000 1,031
FNMA REMIC, Ser 1997-6, Cl H 7.000% 08/18/08 1,058 1,102
FNMA REMIC 1996-30 PC 7.000% 11/25/20
FNMA REMIC, Ser G93-40, Cl VC 6.500% 08/25/10 261 260
FNMA REMIC 1997-63-PC 6.500% 03/18/26
FNMA REMIC 1997-42 ZC 6.500% 07/18/27
FNMA REMIC 1998-8 PB 6.250% 06/18/19
FNMA REMIC 1998-17 TC 6.250% 08/18/21
FNMA REMIC 1998-44 QD 6.000% 07/18/16
FNMA Pool 250820 7.000% 01/01/27
FNMA Pool 251761 6.500% 06/01/13
FNMA Pool 420787 6.500% 06/01/13
FNMA Pool 444572 6.500% 09/01/13
FNMA TBA 6.000% 12/15/13
GNMA 7.500% 10/20/09 47 48
GNMA 8.250% 01/15/12 67 69
GNMA 9.000% 04/15/17 297 316
GNMA 8.500% 05/15/17 695 736
GNMA 10.000% 06/15/19 2 3
GNMA 7.500% 05/15/22 444 459
GNMA 7.000% 11/15/22 392 402
GNMA 8.000% 02/15/23 23 24
GNMA 8.500% 03/15/23 45 47
GNMA 7.500% 04/15/23 113 116
GNMA 7.500% 09/15/23 738 763
GNMA 6.500% 10/15/23 894 904
GNMA 7.000% 01/15/24 127 130
GNMA 7.500% 04/15/24 674 697
GNMA 7.000% 06/15/24 752 770
GNMA 8.000% 08/15/24 67 69
GNMA 8.000% 09/15/24 20 21
GNMA 8.000% 10/15/24 20 21
GNMA 8.000% 11/15/24 23 24
GNMA 8.500% 12/15/24 55 59
GNMA 8.500% 02/15/25 17 17
GNMA 7.000% 12/15/25 432 443
<CAPTION>
--------------------------------- ----------------------------------
CrestFunds Government
Bond Fund Pro Forma Combined
- ---------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000) Par (000) Value (000)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FNMA 985 992
FNMA 692 712
FNMA 1,005 992
FNMA 843 849
FNMA REMIC, Ser 1990-143, Cl J 87 91
FNMA REMIC, Ser 1993-156, Cl B 100 102
FNMA REMIC, Ser 1996-68, Cl C 1,000 1,006
FNMA REMIC, Ser 1996-9, Cl H 1,337 1,358
FNMA REMIC, Ser 1997-34, Cl VC 1,000 1,031
FNMA REMIC, Ser 1997-6, Cl H 1,058 1,102
FNMA REMIC 1996-30 PC 2,000 2,040 2,000 2,040
FNMA REMIC, Ser G93-40, Cl VC 261 260
FNMA REMIC 1997-63-PC 1,140 1,186 1,140 1,186
FNMA REMIC 1997-42 ZC 1,535 1,513 1,535 1,513
FNMA REMIC 1998-8 PB 1,140 1,177 1,140 1,177
FNMA REMIC 1998-17 TC 910 923 910 923
FNMA REMIC 1998-44 QD 1,260 1,260 1,260 1,260
FNMA Pool 250820 1,106 1,129 1,106 1,129
FNMA Pool 251761 348 353 348 353
FNMA Pool 420787 1,314 1,333 1,314 1,333
FNMA Pool 444572 207 211 207 211
FNMA TBA 1,400 1,400 1,400 1,400
GNMA 47 48
GNMA 67 69
GNMA 297 316
GNMA 695 736
GNMA 2 3
GNMA 444 459
GNMA 392 402
GNMA 23 24
GNMA 45 47
GNMA 113 116
GNMA 738 763
GNMA 894 904
GNMA 127 130
GNMA 674 697
GNMA 752 770
GNMA 67 69
GNMA 20 21
GNMA 20 21
GNMA 23 24
GNMA 55 59
GNMA 17 17
GNMA 432 443
</TABLE>
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds U.S. Government Securities Fund
Crest Funds Government Bond Fund
November 30, 1998
<TABLE>
<CAPTION>
----------------------------------
STI Classic U.S.
Government Securities Fund
- ---------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
GNMA 6.500% 02/15/28 983 993
GNMA 6.500% 05/20/28 1,969 1,989
GNMA 6.500% 09/15/28 1,993 2,014
GNMA Pool 780332 8.000% 11/15/09
GNMA Pool 780429 7.500% 09/15/26
GNMA Pool 459912 7.500% 01/15/28
GNMA Pool 451900 7.500% 07/12/27
GNMA Pool 429989 7.500% 10/15/27
GNMA Pool 423454 7.500% 01/15/26
GNMA Pool 780651 7.000% 10/15/27
GNMA Pool 780525 7.000% 03/15/27
GNMA Pool 460535 7.000% 01/15/28
GNMA Pool 456308 7.000% 11/15/27
GNMA Pool 454996 7.000% 12/15/27
GNMA Pool 452647 7.000% 11/15/27
GNMA Pool 452415 7.000% 09/15/27
GNMA Pool 449499 7.000% 01/15/28
GNMA Pool 445361 7.000% 11/15/27
GNMA Pool 445282 7.000% 12/15/27
GNMA Pool 445209 7.000% 10/15/27
GNMA Pool 443942 7.000% 04/15/27
GNMA Pool 433528 7.000% 01/15/28
GNMA Pool 384994 7.000% 12/15/27
GNMA Pool 353917 7.000% 10/15/27
GNMA Pool 483637 6.500% 09/15/28
GNMA Pool 475841 6.500% 06/15/28
GNMA Pool 468226 6.500% 09/15/28
GNMA Pool 465677 6.500% 03/15/28
GNMA Pool 456254 6.500% 04/15/28
GNMA Pool 352020 6.500% 11/15/23
GNMA Pool 361275 6.500% 11/15/23
GNMA REMIC, Ser 1995-6A, Cl E 7.500% 05/20/23 1,000 1,021
GNMA REMIC, Ser 1998-9, Cl D 6.500% 08/20/24 1,000 999
GNMA TBA 7.000% 12/17/28
GNMA TBA 6.500% 12/17/28
- ---------------------------------------------------------------------------------------------------------------------------------
Total U.S. Agency Mortgage-Backed Obligations (Cost $ 67,639) 34,019
- ---------------------------------------------------------------------------------------------------------------------------------
-
Corporate Obligations --4.7%
Banks--0.2%
Capital One MTN 6.830% 05/17/99
- ---------------------------------------------------------------------------------------------------------------------------------
-
- ---------------------------------------------------------------------------------------------------------------------------------
Communications Equipment--1.0%
US Cellular, Callable 08/15/04 @ 100 7.250% 08/15/07
- ---------------------------------------------------------------------------------------------------------------------------------
-
- ---------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
--------------------------------- ----------------------------------
CrestFunds Government
Bond Fund Pro Forma Combined
- ---------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000) Par (000) Value (000)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
GNMA 983 993
GNMA 1,969 1,989
GNMA 1,993 2,014
GNMA Pool 780332 1,031 1,068 1,031 1,068
GNMA Pool 780429 762 788 762 788
GNMA Pool 459912 384 397 384 397
GNMA Pool 451900 390 403 390 403
GNMA Pool 429989 50 52 50 52
GNMA Pool 423454 488 505 488 505
GNMA Pool 780651 727 745 727 745
GNMA Pool 780525 270 276 270 276
GNMA Pool 460535 851 872 851 872
GNMA Pool 456308 276 283 276 283
GNMA Pool 454996 786 804 786 804
GNMA Pool 452647 855 875 855 875
GNMA Pool 452415 73 74 73 74
GNMA Pool 449499 291 298 291 298
GNMA Pool 445361 65 66 65 66
GNMA Pool 445282 71 73 71 73
GNMA Pool 445209 70 72 70 72
GNMA Pool 443942 833 853 833 853
GNMA Pool 433528 160 164 160 164
GNMA Pool 384994 50 52 50 52
GNMA Pool 353917 80 82 80 82
GNMA Pool 483637 449 454 449 454
GNMA Pool 475841 42 42 42 42
GNMA Pool 468226 569 575 569 575
GNMA Pool 465677 149 150 149 150
GNMA Pool 456254 88 89 88 89
GNMA Pool 352020 830 839 830 839
GNMA Pool 361275 377 381 377 381
GNMA REMIC, Ser 1995-6A, Cl E 1,000 1,021
GNMA REMIC, Ser 1998-9, Cl D 1,000 999
GNMA TBA 700 707 700 707
GNMA TBA 1,400 1,433 1,400 1,433
- ---------------------------------------------------------------------------------------------------------------------------------
Total U.S. Agency Mortgage-Backed Obligations (Cost $ 67,639) 34,787 68,806
- ---------------------------------------------------------------------------------------------------------------------------------
Corporate Obligations --4.7%
Banks--0.2%
Capital One MTN 250 251 250 251
- ---------------------------------------------------------------------------------------------------------------------------------
251 251
- ---------------------------------------------------------------------------------------------------------------------------------
Communications Equipment--1.0%
US Cellular, Callable 08/15/04 @ 100 1,000 1,048 1,000 1,048
- ---------------------------------------------------------------------------------------------------------------------------------
1,048 1,048
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds U.S. Government Securities Fund
Crest Funds Government Bond Fund
November 30, 1998
<TABLE>
<CAPTION>
-------------------------------------
STI Classic U.S.
Government Securities Fund
- ----------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Financial Services--1.0%
Macsaver Financial Services 7.400% 02/15/02
- ----------------------------------------------------------------------------------------------------------------------------------
-
- ----------------------------------------------------------------------------------------------------------------------------------
Food, Beverage & Tobacco--0.6%
Philip Morris 7.625% 05/15/02
- ----------------------------------------------------------------------------------------------------------------------------------
-
- ----------------------------------------------------------------------------------------------------------------------------------
Petroleum & Fuel Products--0.7%
Petroleum Geo-Services 7.125% 03/30/28
- ----------------------------------------------------------------------------------------------------------------------------------
Total Petroleum & Fuel Products -
- ----------------------------------------------------------------------------------------------------------------------------------
Security Brokerage/Dealers--1.1%
Jefferies Group, Callable 05/01/99 @ 103 8.875% 05/01/04
- ----------------------------------------------------------------------------------------------------------------------------------
-
- ----------------------------------------------------------------------------------------------------------------------------------
Total Corporate Obligations (Cost $4,613)
- ----------------------------------------------------------------------------------------------------------------------------------
Asset Backed Securities--2.9%
AFG Receivables Trust, Ser 1997-A A 6.350% 10/31/02
Chase Credit Card Master Trust, Ser 1997-5 A 6.194% 08/15/05
Discover Card Master Trust I, Ser 1998-4 A 5.750% 10/16/03
EQCC Home Equity Loan Trust, Ser 1994-1 A 5.800% 03/15/09
Olympic Automobile Receivables Trust, Ser 1995-D A4 6.050% 11/15/00
- ----------------------------------------------------------------------------------------------------------------------------------
Total Asset Backed Securities (Cost $2,938) -
- ----------------------------------------------------------------------------------------------------------------------------------
Mortgage Backed Securities--1.1%
Merrill Lynch Mortgage Investors, Ser 1998-C2 D (A) 7.116% 12/01/98
- ----------------------------------------------------------------------------------------------------------------------------------
Total Mortgage-Backed Securities (Cost $1,108) -
- ----------------------------------------------------------------------------------------------------------------------------------
Municipal Bond--0.6%
Los Angeles County, CA, Taxable GO, Ser A, AMBAC 8.000% 06/30/01
- ----------------------------------------------------------------------------------------------------------------------------------
Total Municipal Bond (Cost $615) -
- ----------------------------------------------------------------------------------------------------------------------------------
Cash Equivalents--4.7%
Aim Liquid Assets Portfolio
SEI Daily Income Trust Government II Portfolio 2,228 2,228
SEI Daily Income Trust Treasury II Portfolio 31 31
- ----------------------------------------------------------------------------------------------------------------------------------
Total Cash Equivalents (Cost $4,790) 2,259
- ----------------------------------------------------------------------------------------------------------------------------------
Repurchase Agreement--2.2%
J.P. Morgan 5.45%, dated 11/30/98, matures 12/01/98
- ----------------------------------------------------------------------------------------------------------------------------------
Total Repurchase Agreements (Cost $2,273) -
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
------------------------------- ------------------------------------
CrestFunds Government
Bond Fund Pro Forma Combined
- -----------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000) Par (000) Value (000)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Financial Services--1.0%
Macsaver Financial Services 1,000 991 1,000 991
- -----------------------------------------------------------------------------------------------------------------------------------
991 991
- -----------------------------------------------------------------------------------------------------------------------------------
Food, Beverage & Tobacco--0.6%
Philip Morris 550 580 550 580
- -----------------------------------------------------------------------------------------------------------------------------------
580 580
- -----------------------------------------------------------------------------------------------------------------------------------
Petroleum & Fuel Products--0.7%
Petroleum Geo-Services 765 734 765 734
- -----------------------------------------------------------------------------------------------------------------------------------
Total Petroleum & Fuel Products 734 734
- -----------------------------------------------------------------------------------------------------------------------------------
Security Brokerage/Dealers--1.1%
Jefferies Group, Callable 05/01/99 @ 103 1,000 1,109 1,000 1,109
- -----------------------------------------------------------------------------------------------------------------------------------
1,109 1,109
- -----------------------------------------------------------------------------------------------------------------------------------
Total Corporate Obligations (Cost $4,613) 4,713
- -----------------------------------------------------------------------------------------------------------------------------------
Asset Backed Securities--2.9%
AFG Receivables Trust, Ser 1997-A A 516 519 516 519
Chase Credit Card Master Trust, Ser 1997-5 A 845 871 845 871
Discover Card Master Trust I, Ser 1998-4 A 1,180 1,191 1,180 1,191
EQCC Home Equity Loan Trust, Ser 1994-1 A 69 69 69 69
Olympic Automobile Receivables Trust, Ser 1995-D A4 319 320 319 320
- -----------------------------------------------------------------------------------------------------------------------------------
Total Asset Backed Securities (Cost $2,938) 2,970 2,970
- -----------------------------------------------------------------------------------------------------------------------------------
Mortgage Backed Securities--1.1%
Merrill Lynch Mortgage Investors, Ser 1998-C2 D (A) 1,100 1,090 1,100 1,090
- -----------------------------------------------------------------------------------------------------------------------------------
Total Mortgage-Backed Securities (Cost $1,108) 1,090 1,090
- -----------------------------------------------------------------------------------------------------------------------------------
Municipal Bond--0.6%
Los Angeles County, CA, Taxable GO, Ser A, AMBAC 580 617 580 617
- -----------------------------------------------------------------------------------------------------------------------------------
Total Municipal Bond (Cost $615) 617 617
- -----------------------------------------------------------------------------------------------------------------------------------
Cash Equivalents--4.7%
Aim Liquid Assets Portfolio 2,531 2,531 2,531 2,531
SEI Daily Income Trust Government II Portfolio 2,228 2,228
SEI Daily Income Trust Treasury II Portfolio 31 31
- -----------------------------------------------------------------------------------------------------------------------------------
Total Cash Equivalents (Cost $4,790) 2,531 4,790
- -----------------------------------------------------------------------------------------------------------------------------------
Repurchase Agreement--2.2%
J.P. Morgan 5.45%, dated 11/30/98, matures 12/01/98 2,273 2,273 2,273 2,273
- -----------------------------------------------------------------------------------------------------------------------------------
Total Repurchase Agreements (Cost $2,273) 2,273 2,273
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds U.S. Government Securities Fund
Crest Funds Government Bond Fund
November 30, 1998
<TABLE>
<CAPTION>
------------------------------------
STI Classic U.S.
Government Securities Fund
- -----------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Total Investments --103.5%
(Cost $102,202) 48,823
- -----------------------------------------------------------------------------------------------------------------------------
Other Asset and Liabilities --(3.5%) (9)
- -----------------------------------------------------------------------------------------------------------------------------
Net Assets -- 100% 48,814
- -----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
---------------------------------- ---------------------------------
CrestFunds Government
Bond Fund Pro Forma Combined
- ----------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000) Par (000) Value (000)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Total Investments --103.5%
(Cost $102,202) 55,949 104,772
- ----------------------------------------------------------------------------------------------------------------------------------
Other Asset and Liabilities --(3.5%) (3,501) (3,510)
- ----------------------------------------------------------------------------------------------------------------------------------
Net Assets -- 100% 52,448 101,262
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(A) Adjustable Rate Securities - The rate reflected on the Statement of Net
Assets is the rate in effect on November 30, 1998. The date reported on the
Statement of Net Assets is the later of the date on which the security can be
redeemed at par or the next date on which the rate of interest is adjusted.
AMBAC - American Municipal Bond Assurance
Cl - Class
FHLMC - Federal Home Loan Mortagage Corporation
FNMA - Federal National Mortgage Association
GNMA - Government National Mortgage Association
GO - General Obligation
MTN - Medium Term Note
REMIC - Real Estate Mortgage Investment Conduit
Ser - Series
TBA - To Be Announced
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds Small Cap Growth Stock Fund
Crest Funds Special Equity Fund
November 30, 1998
<TABLE>
<CAPTION>
-----------------------------------------
STI Small Cap Growth
Stock Fund
- ------------------------------------------------------------------------------------------------------------------------------
Security Shares Value (000)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stocks--96.4%
Basic Materials--3.9%
Alpha Industries* 4,870 107
Applied Signal Technology* 6,105 73
Arterial Vascular* 2,795 137
Astec Industries * 1,460 76
Avant!* 6,150 103
Centex Construction Products 2,585 92
LTV
NCI Building Systems * 2,100 51
Pure World Cosmetics* 10,975 101
Solutia
Southdown
Stillwater Mining Co* 2,625 96
- ------------------------------------------------------------------------------------------------------------------------------
Total Basic Materials 836
- ------------------------------------------------------------------------------------------------------------------------------
Capital Goods--15.3%
AFC Cable Systems* 2,260 67
American Woodmark 3,485 106
Avondale Industries*
Champion Enterprises * 3,985 89
Coflexip-Sponsored* 2,165 79
Comverse Technology*
Corsair Communications*
Crane
DII Group *
DR Horton
Ducommun * 1,800 30
Dycom Industry* 2,415 95
Elcor 2,500 77
Exide
Foster Wheeler
General Instrument*
Giant Cement Holding*
Gulf Island Fabrication* 3,930 29
JLG Industries 3,510 58
Kellstrom Industries * 4,200 103
LSI Industries 3,075 65
Manitowoc 1,730 69
MIPS Technologies*
Myers Industries 3,100 70
National R.V. Holdings* 4,125 109
Navistar International* 3,175 82
<CAPTION>
---------------------------------------- -----------------------------------------
CrestFunds Special
Equity Fund Pro Forma Combined
- ----------------------------------------------------------------------------------------------------------------------------------
Security Shares Value (000) Shares Value (000)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stocks--96.4%
Basic Materials--3.9%
Alpha Industries* 4,870 107
Applied Signal Technology* 6,105 73
Arterial Vascular* 2,795 137
Astec Industries * 1,460 76
Avant!* 6,150 103
Centex Construction Products 13,000 461 15,585 553
LTV 105,000 578 105,000 578
NCI Building Systems * 2,100 51
Pure World Cosmetics* 10,975 101
Solutia 40,000 895 40,000 895
Southdown 27,300 1,590 27,300 1,590
Stillwater Mining Co* 2,625 96
- ----------------------------------------------------------------------------------------------------------------------------------
Total Basic Materials 3,524 4,360
- ----------------------------------------------------------------------------------------------------------------------------------
Capital Goods--15.3%
AFC Cable Systems* 75,000 2,222 77,260 2,289
American Woodmark 3,485 106
Avondale Industries* 32,000 884 32,000 884
Champion Enterprises * 3,985 89
Coflexip-Sponsored* 2,165 79
Comverse Technology* 45,150 2,596 45,150 2,596
Corsair Communications* 95,000 427 95,000 427
Crane 50,000 1,616 50,000 1,616
DII Group * 40,000 835 40,000 835
DR Horton 52,000 982 52,000 982
Ducommun * 1,800 30
Dycom Industry* 2,415 95
Elcor 2,500 77
Exide 20,000 349 20,000 349
Foster Wheeler 60 1,028 60 1,028
General Instrument* 32,500 914 32,500 914
Giant Cement Holding* 30,000 720 30,000 720
Gulf Island Fabrication* 3,930 29
JLG Industries 3,510 58
Kellstrom Industries * 4,200 103
LSI Industries 3,075 65
Manitowoc 1,730 69
MIPS Technologies* 15,000 363 15,000 363
Myers Industries 3,100 70
National R.V. Holdings* 4,125 109
Navistar International* 39,000 1,009 42,175 1,091
</TABLE>
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds Small Cap Growth Stock Fund
Crest Funds Special Equity Fund
November 30, 1998
<TABLE>
<CAPTION>
-----------------------------------------
STI Small Cap Growth
Stock Fund
- ---------------------------------------------------------------------------------------------------------------------------
Security Shares Value (000)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Pentair 1,795 68
Reliance Steel & Aluminum 2,090 64
Sps Technologies* 1,410 81
Stanley Furniture* 4,905 83
Superior Industries International
Superior TeleCom 2,045 89
Transwitch* 2,830 79
Tredegar Industries 2,550 60
USG* 1,780 88
Varlen 3,441 91
- ---------------------------------------------------------------------------------------------------------------------------
Total Capital Goods 1,831
- ---------------------------------------------------------------------------------------------------------------------------
Communication Services--3.7%
ECI Telecommunications 3,405 122
Flextronics International* 1,220 81
Gilat Satellite Networks Limited* 1,810 92
Hyperion Telecommunications, Cl A*
Pacific Gateway Exchange*
Polycom* 6,315 112
Tel-Save Holdings*
- ---------------------------------------------------------------------------------------------------------------------------
Total Communication Services 407
- ---------------------------------------------------------------------------------------------------------------------------
Consumer Cyclicals--17.8%
American Eagle Outfitters* 1,950 116
Ann Taylor Stores* 3,340 110
Avis Rent A Car*
Barnes & Noble*
Blyth Industries* 2,785 95
Brinker International* 3,370 86
Buckle* 3,595 92
Cato, Cl A 6,320 86
Chicos* 5,800 127
CHS Electronics* 8,300 123
Consolidated Graphics* 1,805 104
Correctional Services* 7,170 83
Craftmade International 7,535 88
Cutter & Buck* 3,915 113
Cybex Computer Products* 2,305 96
DSP Group*
Empi* 4,935 111
Ethan Allen Interiors
First Years 6,860 115
Fossil* 4,855 134
Highwoods Properties 2,405 65
<CAPTION>
---------------------------------------- -----------------------------------------
CrestFunds Special
Equity Fund Pro Forma Combined
- -----------------------------------------------------------------------------------------------------------------------------------
Security Shares Value (000) Shares Value (000)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Pentair 1,795 68
Reliance Steel & Aluminum 2,090 64
Sps Technologies* 1,410 81
Stanley Furniture* 4,905 83
Superior Industries International 37,000 962 37,000 962
Superior TeleCom 2,045 89
Transwitch* 15,000 418 17,830 497
Tredegar Industries 2,550 60
USG* 1,780 88
Varlen 3,441 91
- -----------------------------------------------------------------------------------------------------------------------------------
Total Capital Goods 15,325 17,156
- -----------------------------------------------------------------------------------------------------------------------------------
Communication Services--3.7%
ECI Telecommunications 3,405 122
Flextronics International* 12,000 798 13,220 879
Gilat Satellite Networks Limited* 1,810 92
Hyperion Telecommunications, Cl A* 145,000 1,577 145,000 1,577
Pacific Gateway Exchange* 15,000 671 15,000 671
Polycom* 6,315 112
Tel-Save Holdings* 55,000 657 55,000 657
- -----------------------------------------------------------------------------------------------------------------------------------
Total Communication Services 3,703 4,110
- -----------------------------------------------------------------------------------------------------------------------------------
Consumer Cyclicals--17.8%
American Eagle Outfitters* 19,000 1,135 20,950 1,251
Ann Taylor Stores* 15,000 494 18,340 604
Avis Rent A Car* 27,000 569 27,000 569
Barnes & Noble* 20,000 663 20,000 663
Blyth Industries* 2,785 95
Brinker International* 3,370 86
Buckle* 17,000 436 20,595 528
Cato, Cl A 6,320 86
Chicos* 5,800 127
CHS Electronics* 8,300 123
Consolidated Graphics* 1,805 104
Correctional Services* 7,170 83
Craftmade International 7,535 88
Cutter & Buck* 3,915 113
Cybex Computer Products* 2,305 96
DSP Group* 60,000 1,226 60,000 1,226
Empi* 4,935 111
Ethan Allen Interiors 14,000 553 14,000 553
First Years 6,860 115
Fossil* 4,855 134
Highwoods Properties 2,405 65
</TABLE>
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds Small Cap Growth Stock Fund
Crest Funds Special Equity Fund
November 30, 1998
<TABLE>
<CAPTION>
-----------------------------------------
STI Small Cap Growth
Stock Fund
- ------------------------------------------------------------------------------------------------------------------------
Security Shares Value (000)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Interim Services*
Juno Lighting 3,485 81
K-Swiss, Cl A 4,145 118
La-Z-Boy Chair 2,175 36
Labor Ready* 3,970 87
Liberty Property Trust 2,800 69
Mail-Well*
MDC Holdings 4,935 91
Media Arts Group* 7,385 108
Men's Wearhouse*
Metamor Worldwide*
Mohawk Industries* 3,015 112
Monaco Coach* 3,370 101
Movado Group 3,560 72
Onsale Inc*
Oshkosh B'gosh, Cl A 5,010 120
Pacific Sunwear of California* 4,060 60
Pier 1 Imports
Quiksilver* 2,795 68
Renters Choice*
Rent-Way* 3,050 83
Salton/Maxim Housewares* 4,795 89
SCP Pool* 5,650 88
Select Appointments Holdings ADR* 4,490 90
Staffmark* 4,530 105
Standard Pacific 9,145 89
Steven Madden Ltd* 14,785 99
Sykes Enterprises* 4,685 95
Syntel * 3,150 43
Tarrant Apparel Group* 4,005 131
theglobe.com*
TMP Worldwide*
Triumph Group Inc* 2,395 81
Urs* 3,885 79
Wabash National 4,475 84
Westaff* 3,990 26
Winnebago Industries 6,860 82
Young & Rubicam*
Zale*
- ------------------------------------------------------------------------------------------------------------------------
Total Consumer Cyclicals 4,131
- ------------------------------------------------------------------------------------------------------------------------
Consumer Staples--6.3%
American Italian Pasta*
CKE Restaurants 2,255 55
<CAPTION>
----------------------------------------- -----------------------------------------
CrestFunds Special
Equity Fund Pro Forma Combined
- -----------------------------------------------------------------------------------------------------------------------------------
Security Shares Value (000) Shares Value (000)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interim Services* 66,000 1,369 66,000 1,369
Juno Lighting 3,485 81
K-Swiss, Cl A 4,145 118
La-Z-Boy Chair 2,175 36
Labor Ready* 3,970 87
Liberty Property Trust 2,800 69
Mail-Well* 160,000 2,070 160,000 2,070
MDC Holdings 4,935 91
Media Arts Group* 7,385 108
Men's Wearhouse* 38,000 962 38,000 962
Metamor Worldwide* 52,000 1,232 52,000 1,232
Mohawk Industries* 3,015 112
Monaco Coach* 3,370 101
Movado Group 3,560 72
Onsale Inc* 12,000 738 12,000 738
Oshkosh B'gosh, Cl A 5,010 120
Pacific Sunwear of California* 44,000 652 48,060 712
Pier 1 Imports 36,000 387 36,000 387
Quiksilver* 2,795 68
Renters Choice* 24,750 597 24,750 597
Rent-Way* 3,050 83
Salton/Maxim Housewares* 4,795 89
SCP Pool* 5,650 88
Select Appointments Holdings ADR* 4,490 90
Staffmark* 4,530 105
Standard Pacific 9,145 89
Steven Madden Ltd* 14,785 99
Sykes Enterprises* 4,685 95
Syntel * 3,150 43
Tarrant Apparel Group* 4,005 131
theglobe.com* 8,000 280 8,000 280
TMP Worldwide* 20,000 640 20,000 640
Triumph Group Inc* 2,395 81
Urs* 3,885 79
Wabash National 4,475 84
Westaff* 3,990 26
Winnebago Industries 6,860 82
Young & Rubicam* 30,000 896 30,000 896
Zale* 36,000 1,031 36,000 1,031
- -----------------------------------------------------------------------------------------------------------------------------------
Total Consumer Cyclicals 15,930 20,061
- -----------------------------------------------------------------------------------------------------------------------------------
Consumer Staples--6.3%
American Italian Pasta* 30,000 757 30,000 757
CKE Restaurants 2,255 55
</TABLE>
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds Small Cap Growth Stock Fund
Crest Funds Special Equity Fund
November 30, 1998
<TABLE>
<CAPTION>
-----------------------------------------
STI Small Cap Growth
Stock Fund
- -------------------------------------------------------------------------------------------------------------------------
Security Shares Value (000)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Earthgrains
Fresh Del Monte Produce* 3,700 81
Logan's Roadhouse* 3,155 65
Papa John's International*
Richfood Holdings
Suiza Foods*
Universal
Whole Foods Market*
- -------------------------------------------------------------------------------------------------------------------------
Total Consumer Staples 201
- -------------------------------------------------------------------------------------------------------------------------
Energy--3.9%
AES*
Core Laboratories N.V.* 4,205 80
HS Resources *
J. Ray McDermott S.A.* 2,295 56
KTI* 3,250 69
Santa Fe Energy Resources*
Transocean Offshore
- -------------------------------------------------------------------------------------------------------------------------
Total Energy 205
- -------------------------------------------------------------------------------------------------------------------------
Financials--10.7%
American Heritage Life Investment
American Medical Security Group
Amerin* 4,277 106
Annuity & Life Re Holdings*
Automobile Protection* 9,400 86
Bank of Commerce/San Diego 6,205 92
BSB Bancorp 3,080 89
City National 2,360 88
Cullen/Frost Bankers 1,635 88
Enhance Financial Services Group
Fidelity National Financial 3,000 98
Financial Security Assurance Holdings 1,515 83
First American Financial 2,915 89
Fremont General 1,570 79
Landamerica Financial Group 1,515 93
Metris* 1,635 55
NVR* 2,365 93
Protective Life
Regions Financial
Ryland Group 3,480 92
SouthTrust
Stewart Information Services 1,640 81
Triad Guaranty* 4,135 93
- -------------------------------------------------------------------------------------------------------------------------
Total Financials 1,405
- -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
---------------------------------------- -----------------------------------------
CrestFunds Special
Equity Fund Pro Forma Combined
- --------------------------------------------------------------------------------------------------------------------------------
Security Shares Value (000) Shares Value (000)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Earthgrains 25,000 803 25,000 803
Fresh Del Monte Produce* 3,700 81
Logan's Roadhouse* 3,155 65
Papa John's International* 34,000 1,426 34,000 1,426
Richfood Holdings 60,000 1,114 60,000 1,114
Suiza Foods* 20,000 947 20,000 947
Universal 25,000 880 25,000 880
Whole Foods Market* 20,000 930 20,000 930
- --------------------------------------------------------------------------------------------------------------------------------
Total Consumer Staples 6,857 7,058
- --------------------------------------------------------------------------------------------------------------------------------
Energy--3.9%
AES* 31,000 1,418 31,000 1,418
Core Laboratories N.V.* 4,205 80
HS Resources * 47,900 416 47,900 416
J. Ray McDermott S.A.* 2,295 56
KTI* 3,250 69
Santa Fe Energy Resources* 105,000 807 105,000 807
Transocean Offshore 61,000 1,506 61,000 1,506
- --------------------------------------------------------------------------------------------------------------------------------
Total Energy 4,147 4,352
- --------------------------------------------------------------------------------------------------------------------------------
Financials--10.7%
American Heritage Life Investment 42,000 1,032 42,000 1,032
American Medical Security Group 40,400 578 40,400 578
Amerin* 4,277 106
Annuity & Life Re Holdings* 52,000 1,319 52,000 1,319
Automobile Protection* 9,400 86
Bank of Commerce/San Diego 6,205 92
BSB Bancorp 3,080 89
City National 2,360 88
Cullen/Frost Bankers 1,635 88
Enhance Financial Services Group 25,000 734 25,000 734
Fidelity National Financial 3,000 98
Financial Security Assurance Holdings 1,515 83
First American Financial 2,915 89
Fremont General 29,900 1,506 31,470 1,585
Landamerica Financial Group 1,515 93
Metris* 1,635 55
NVR* 2,365 93
Protective Life 38,000 1,480 38,000 1,480
Regions Financial 60,000 2,325 60,000 2,325
Ryland Group 3,480 92
SouthTrust 44,250 1,626 44,250 1,626
Stewart Information Services 1,640 81
Triad Guaranty* 4,135 93
- --------------------------------------------------------------------------------------------------------------------------------
Total Financials 10,600 12,005
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds Small Cap Growth Stock Fund
Crest Funds Special Equity Fund
November 30, 1998
<TABLE>
<CAPTION>
-----------------------------------------
STI Small Cap Growth
Stock Fund
- ---------------------------------------------------------------------------------------------------------------------
Security Shares Value (000)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Health Care--10.3%
Barr Laboratories* 1,680 71
Biomatrix*
Impath*
Medco Research* 2,730 55
Osteotech* 2,965 99
Pediatrix Medical Group* 1,655 89
Pharmaceutical Product Development*
Pharmerica*
Physician Reliance Network* 6,950 64
Rehabcare Group* 4,625 83
Resmed* 3,265 111
Safeskin*
Steris*
Trigon Healthcare*
Total Renal Care Holdings*
Visix Space* 1,615 118
Watson Pharmaceuticals*
Wellpoint Health Networks*
- ---------------------------------------------------------------------------------------------------------------------
Total Health Care 690
- ---------------------------------------------------------------------------------------------------------------------
Technology--20.3%
Cambridge Technology Partners*
Catalytica* 5,395 97
Checkpoint Software* 3,195 104
Ciber* 4,730 107
Complete Business Solutions* 2,525 62
Computer Task Group 3,149 85
Fair, Isaac
Fundtech Limited*
Genesys Telecom Labs*
Henry (Jack) & Associates 1,754 88
Insight Enterprises* 2,700 114
Keane* 2,595 75
Landmark Systems* 8,000 84
Micros Systems*
New Dimension Software Ltd* 3,680 122
Novell*
Pomeroy Computer Resources* 4,560 88
Progress Software* 4,485 114
Project Software & Development* 3,770 114
Psinet*
<CAPTION>
----------------------------------------- -----------------------------------------
CrestFunds Special
Equity Fund Pro Forma Combined
- --------------------------------------------------------------------------------------------------------------------------------
Security Shares Value (000) Shares Value (000)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Health Care--10.3%
Barr Laboratories* 1,680 71
Biomatrix* 32,000 1,554 32,000 1,554
Impath* 18,500 709 18,500 709
Medco Research* 2,730 55
Osteotech* 2,965 99
Pediatrix Medical Group* 1,655 89
Pharmaceutical Product Development* 92,000 2,634 92,000 2,634
Pharmerica* 112,748 465 112,748 465
Physician Reliance Network* 6,950 64
Rehabcare Group* 4,625 83
Resmed* 3,265 111
Safeskin* 70,000 1,330 70,000 1,330
Steris* 38,000 1,019 38,000 1,019
Trigon Healthcare* 25,000 927 25,000 927
Total Renal Care Holdings* 24,000 637 24,000 637
Visix Space* 1,615 118
Watson Pharmaceuticals* 17,000 916 17,000 916
Wellpoint Health Networks* 8,000 657 8,000 657
- --------------------------------------------------------------------------------------------------------------------------------
Total Health Care 10,848 11,538
- --------------------------------------------------------------------------------------------------------------------------------
Technology--20.3%
Cambridge Technology Partners* 100,000 2,087 100,000 2,087
Catalytica* 5,395 97
Checkpoint Software* 82,000 2,660 85,195 2,764
Ciber* 4,730 107
Complete Business Solutions* 2,525 62
Computer Task Group 24,000 648 27,149 733
Fair, Isaac 24,000 966 24,000 966
Fundtech Limited* 5,000 85 5,000 85
Genesys Telecom Labs* 32,000 918 32,000 918
Henry (Jack) & Associates 1,754 88
Insight Enterprises* 2,700 114
Keane* 2,595 75
Landmark Systems* 8,000 84
Micros Systems* 92,500 2,636 92,500 2,636
New Dimension Software Ltd* 3,680 122
Novell* 50,000 828 50,000 828
Pomeroy Computer Resources* 4,560 88
Progress Software* 4,485 114
Project Software & Development* 3,770 114
Psinet* 100 1,875 100 1,875
</TABLE>
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds Small Cap Growth Stock Fund
Crest Funds Special Equity Fund
November 30, 1998
<TABLE>
<CAPTION>
-----------------------------------------
STI Small Cap Growth
Stock Fund
- ---------------------------------------------------------------------------------------------------------------------
Security Shares Value (000)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
QuadraMed*
Quantum*
SPR* 5,670 101
Symix Systems* 4,445 89
T-HQ* 4,480 125
Tekelec* 6,840 106
Timberline Software 5,693 70
USWeb*
Wiztec Solutions Ltd* 8,635 112
World Access* 3,975 81
Xircom* 3,290 99
- ---------------------------------------------------------------------------------------------------------------------
Total Technology 2,037
- ---------------------------------------------------------------------------------------------------------------------
Transportation--2.2%
Amtran Inc* 3,465 76
Comair 2,785 85
Landstar System* 2,745 113
Midwest Express Holdings* 2,205 61
Skywest 3,840 104
Swift Transportation* 3,115 68
US Freightways
- ---------------------------------------------------------------------------------------------------------------------
Total Transportation 507
- ---------------------------------------------------------------------------------------------------------------------
Utilities--2.0%
Bangor Hydro-Electric*
El Paso Electric*
Public Service of New Mexico
Public Service of North Carolina
Southwest Gas 3,620 86
- ---------------------------------------------------------------------------------------------------------------------
Total Utilities 86
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Total Common Stocks (Cost $100,134) 12,336
- ---------------------------------------------------------------------------------------------------------------------
Cash Equivalent--2.6%
Aim Liquid Assets Portfolio
- ---------------------------------------------------------------------------------------------------------------------
Total Cash Equivalent (Cost $2,936) -
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000)
- ---------------------------------------------------------------------------------------------------------------------
Repurchase Agreement--1.6%
Morgan Stanely, 5.40%, dated 11/30/98, matures 12/01/98 1,785 1,785
- ---------------------------------------------------------------------------------------------------------------------
Total Repurchase Agreement (Cost $1,785) 1,785
- ---------------------------------------------------------------------------------------------------------------------
Total Investments--100.6% (Cost $104,855) 14,121
- ---------------------------------------------------------------------------------------------------------------------
<CAPTION>
----------------------------------------- -----------------------------------------
CrestFunds Special
Equity Fund Pro Forma Combined
- -----------------------------------------------------------------------------------------------------------------------------------
Security Shares Value (000) Shares Value (000)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
QuadraMed* 45,000 1,080 45,000 1,080
Quantum* 33,000 730 33,000 730
SPR* 5,670 101
Symix Systems* 4,445 89
T-HQ* 4,480 125
Tekelec* 199,000 3,084 205,840 3,190
Timberline Software 5,693 70
USWeb* 122,000 2,775 122,000 2,775
Wiztec Solutions Ltd* 8,635 112
World Access* 3,975 81
Xircom* 15,000 453 18,290 552
- -----------------------------------------------------------------------------------------------------------------------------------
Total Technology 20,825 22,862
- -----------------------------------------------------------------------------------------------------------------------------------
Transportation--2.2%
Amtran Inc* 3,465 76
Comair 2,785 85
Landstar System* 2,745 113
Midwest Express Holdings* 2,205 61
Skywest 3,840 104
Swift Transportation* 3,115 68
US Freightways 73,000 1,962 73,000 1,962
- -----------------------------------------------------------------------------------------------------------------------------------
Total Transportation 1,962 2,469
- -----------------------------------------------------------------------------------------------------------------------------------
Utilities--2.0%
Bangor Hydro-Electric* 20,000 243 20,000 243
El Paso Electric* 91,700 848 91,700 848
Public Service of New Mexico 28,000 544 28,000 544
Public Service of North Carolina 23,300 566 23,300 566
Southwest Gas 3,620 86
- -----------------------------------------------------------------------------------------------------------------------------------
Total Utilities 2,201 2,287
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Total Common Stocks (Cost $100,134) 95,922 108,258
- -----------------------------------------------------------------------------------------------------------------------------------
Cash Equivalent--2.6%
Aim Liquid Assets Portfolio 2,936 2,936 2,936 2,936
- -----------------------------------------------------------------------------------------------------------------------------------
Total Cash Equivalent (Cost $2,936) 2,936 2,936
- -----------------------------------------------------------------------------------------------------------------------------------
`
- -----------------------------------------------------------------------------------------------------------------------------------
Security Par (000) Value (000) Par (000) Value (000)
- -----------------------------------------------------------------------------------------------------------------------------------
Repurchase Agreement--1.6%
Morgan Stanely, 5.40%, dated
11/30/98, matures 12/01/98 1,785 1,785
- -----------------------------------------------------------------------------------------------------------------------------------
Total Repurchase Agreement (Cost $1,785) - 1,785
- -----------------------------------------------------------------------------------------------------------------------------------
Total Investments--100.6% (Cost $104,855) 98,858 112,979
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Pro Forma Schedule of Investments (Unaudited)
STI Classic Funds Small Cap Growth Stock Fund
Crest Funds Special Equity Fund
November 30, 1998
<TABLE>
<CAPTION>
-----------------------------------------
STI Small Cap Growth
Stock Fund
- --------------------------------------------------------------------------------------------------------------------
Security Shares Value (000)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Other Assets and Liabilities, Net--(0.6%) 164
- --------------------------------------------------------------------------------------------------------------------
Total Net Assets--100.0% 14,285
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
----------------------------------------- -----------------------------------------
CrestFunds Special
Equity Fund Pro Forma Combined
- -------------------------------------------------------------------------------------------------------------------------------
Security Shares Value (000) Shares Value (000)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Other Assets and Liabilities, Net--(0.6%) (873) (709)
- -------------------------------------------------------------------------------------------------------------------------------
Total Net Assets--100.0% 97,985 112,270
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Non-income producing security.
ADR-American Depository Receipt
Cl-Class
Ltd-Limited
<PAGE>
Pro Forma Statement of Assets and Liabilities (Unaudited)
STI Classic Funds Prime Quality Money Market Fund
CrestFunds Cash Reserve Fund
November 30, 1998
(000)
<TABLE>
<CAPTION>
Pro Forma
Combined STI
STI Classic Prime Classic Prime
Quality Money CrestFunds Cash Pro Forma Quality Money
Market Fund Reserve Fund Adjustments Market Fund
ASSETS
<S> <C> <C> <C> <C>
Total Investments at Amortized Cost Value (Cost
$2,512,609, $1,322,267 and $3,834,876) $2,512,609 $1,322,267 $3,834,876
Cash 19 0 19
Accrued Income 19,161 9,379 28,540
Receivables for Capital Shares Sold 120 0 120
Other Assets 435 35 470
------------- ------------- ------------
Total Assets 2,532,344 1,331,681 3,864,025
------------- ------------- ------------
LIABILITIES
Accrued Expenses (1,768) (927) (2,695)
Income/Distribution Payable (9,726) (5,096) (14,822)
Payable for Investment Securities Purchased (62,000) 0 (62,000)
Payable for Capital Shares Redeemed (553) 0 (553)
Other Liabilities 0 (12) (12)
------------- ------------- ------------
Total Liabilities (74,047) (6,035) (80,082)
------------- ------------- ------------
NET ASSETS
Portfolio shares of the Trust Class (unlimited authorization -
no par value) based on (1,913,468, 3,049,091) outstanding
shares of beneficial interest 1,913,468 0 1,135,626 (a) 3,049,094
Portfolio shares of the Trust Class (4.0 billion authorized -
$.001 par value) based on 1,135,623 outstanding shares of
beneficial interest 0 1,135,626 (1,135,626) (a) 0
Portfolio shares of the Investor Class (unlimited authorization -
no par value) based on (545,215, 735,285) outstanding
shares of beneficial interest 545,215 0 190,070 (a) 735,285
Portfolio shares of the Investor Class A (.25 billion authorized -
$.001 par value) based on 189,937 outstanding shares of
beneficial interest 0 189,937 (189,937) (a) 0
Portfolio shares of the Investor Class B (.25 billion authorized -
$.001 par value) based on 133 outstanding
shares of beneficial interest 0 133 (133) (a) 0
Distributions in excess of net investment income (4) (4) (8)
Accumulated net realized loss on investments (382) (46) (428)
------------- ------------- ------------
Total Net Assets $2,458,297 $1,325,646 $0 $3,783,943
------------- ------------- ------------ ------------
------------- ------------- ------------ ------------
Net Asset Value, Offering and Redemption Price Per Share -
Trust Shares $1.00 $1.00
------------- ------------
------------- ------------
Net Asset Value, Offering and Redemption Price Per Share -
Trust Shares $1.00
-------------
-------------
Net Asset Value and Redemption Price Per Share - Investor
Shares $1.00 $1.00
------------- ------------
------------- ------------
Net Asset Value and Redemption Price Per Share - Investor
Class A $1.00
-------------
-------------
Net Asset Value and Redemption Price Per Share - Investor
Class B $1.00
-------------
-------------
</TABLE>
<PAGE>
Pro Forma Statement of Assets and Liabilities (Unaudited)
STI Classic Funds Investment Grade Bond Fund
CrestFunds Intermediate Bond Fund
November 30, 1998
(000)
<TABLE>
<CAPTION>
Pro Forma
Combined STI
Classic
STI Classic CrestFunds Investment
Intermediate Grade Intermediate Pro Forma Grade Bond
Bond Fund Bond Fund Adjustments Fund
ASSETS
<S> <C> <C> <C> <C>
Total Investments at Market Value (Cost
$917,902, $351,744 and $1,269,646) $947,468 $356,841 $1,304,309
Cash 0 24 24
Accrued Income 9,822 2,138 11,960
Receivables for Capital Shares Sold 1,284 112 1,396
Other Assets 518 125 643
------------- ------------- ------------
Total Assets 959,092 359,240 1,318,332
------------- ------------- ------------
LIABILITIES
Accrued Expenses (748) (301) (1,049)
Income/Distribution Payable (3,553) (1,150) (4,703)
Payable for Investment Securities Purchased (94,214) (43,359) (137,573)
Payable for Capital Shares Redeemed (378) (137) (515)
Other Liabilities (394) (118) (512)
------------- ------------- ------------
Total Liabilities (99,287) (45,065) (144,352)
------------- ------------- ------------
NET ASSETS
Portfolio shares of the Trust Class (unlimited authorization -
no par value) based on (73,909, 102,323) outstanding
shares of beneficial interest 765,861 301,088 (a) 1,066,949
Portfolio shares of the Trust Class (1.4 billion authorized -
$.001 par value) based on 30,704 outstanding shares of
beneficial interest 301,088 (301,088) (a) 0
Portfolio shares of the Investor Class (unlimited authorization -
no par value) based on (3,044, 3,345) outstanding shares of
beneficial interest 31,977 3,241 (a) 35,218
Portfolio shares of the Investor Class A (.1 billion authorized -
$.001 par value) based on 325 outstanding shares of
beneficial interest 3,241 (3,241) (a) 0
Portfolio shares of the Flex Class (unlimited authorization -
no par value) based on 1,630 outstanding shares of
beneficial interest 17,197 0 17,197
Undistributed net investment income 0 96 96
Accumulated net realized gain on investments 15,204 4,653 19,857
Net unrealized appreciation on investments 29,566 5,097 34,663
------------- ------------- ------------
Total Net Assets $859,805 $314,175 $0 $1,173,980
------------- ------------- --------- ------------
------------- ------------- --------- ------------
Net Asset Value, Offering and Redemption Price Per Share -
Trust Shares $10.94 $10.94
------------- ------------
------------- ------------
Net Asset Value, Offering and Redemption Price Per Share -
Trust Shares $10.13
-------------
-------------
Net Asset Value and Redemption Price Per Share - Investor
Shares $10.94 $10.94
------------- ------------
------------- ------------
Maximum Offering Price Per Share - Investor Shares ($10.94
/ 96.25%) $11.37 $11.37
------------- ------------
------------- ------------
Net Asset Value and Redemption Price Per Share - Investor
Class A $10.13
-------------
-------------
Maximum Offering Price Per Share - Investor Class A ($10.13
/ 97.00%) $10.44
-------------
-------------
Net Asset Value, Offering and Redemption Price Per Share -
Flex Shares $10.95 $10.95
------------- ------------
------------- ------------
</TABLE>
<PAGE>
Pro Forma Statement of Assets and Liabilities (Unaudited)
STI Classic Funds Short-Term Bond Fund
Crest Funds Limited Term Bond Fund
November 30, 1998
(000)
<TABLE>
<CAPTION>
Pro Forma
Combined STI
CrestFunds Classic Short-
STI Classic Short- Limited Term Pro Forma Term Bond
Term Bond Fund Bond Fund Adjustments Fund
ASSETS
<S> <C> <C> <C> <C>
Total Investments at Market Value (Cost $134,405, $89,867
and $224,272) $136,657 $90,921 $227,578
Cash 81 20 101
Accrued Income 1,632 826 2,458
Receivables for Investment Securities Sold 1,264 0 1,264
Receivables for Capital Shares Sold 335 80 415
Other Assets 14 31 45
------------- ------------- ------------
Total Assets 139,983 91,878 231,861
------------- ------------- ------------
LIABILITIES
Accrued Expenses (107) (72) (179)
Income/Distribution Payable (573) (220) (793)
Payable for Investment Securities Purchased (1,794) (7,572) (9,366)
Payable for Capital Shares Redeemed (1,869) (13) (1,882)
Other Liabilities (21) (21) (42)
------------- ------------- ------------
Total Liabilities (4,364) (7,898) (12,262)
------------- ------------- ------------
NET ASSETS
Portfolio shares of the Trust Class (unlimited authorization -
no par value) based on (12,951, 21,202) outstanding shares
of beneficial interest 129,246 0 84,753 (a) 213,999
Portfolio shares of the Trust Class (1.4 billion authorized -
$.001 par value) based on 8,415 outstanding shares of
beneficial interest 0 84,753 (84,753) (a) 0
Portfolio shares of the Investor Class (unlimited authorization -
no par value) based on 180 outstanding shares of beneficial
interest 1,797 0 1,797
Portfolio shares of the Flex Class (unlimited authorization -
no par value) based on 190 outstanding shares of beneficial
interest 1,905 0 1,905
Distributions in excess of net investment income 0 (16) (16)
Accumulated net realized gain (loss) on investments 419 (1,811) (1,392)
Net unrealized appreciation on investments 2,252 1,054 3,306
------------- ------------- ------------
Total Net Assets $135,619 $83,980 $0 $219,599
------------- ------------- ------------ ------------
------------- ------------- ------------ ------------
Net Asset Value, Offering and Redemption Price Per Share -
Trust Shares $10.18 $10.18
------------- ------------
------------- ------------
Net Asset Value, Offering and Redemption Price Per Share -
Trust Shares $9.98
-------------
-------------
Net Asset Value and Redemption Price Per Share -
Investor Shares $10.20 $10.20
------------- ------------
------------- ------------
Maximum Offering Price Per Share - Investor Shares ($10.20 /
98.00%) $10.41 $10.41
------------- ------------
------------- ------------
Net Asset Value, Offering and Redemption Price Per Share -
Flex Shares $10.20 $10.20
------------- ------------
------------- ------------
</TABLE>
<PAGE>
Pro Forma Statement of Assets and Liabilities (Unaudited)
STI Classic Funds U.S. Government Securities Fund
Crest Funds Government Bond Fund
November 30, 1998
(000)
<TABLE>
<CAPTION>
Pro Forma
Combined STI
Classic U.S.
STI Classic U.S. Crest Funds Government
Government Government Bond Pro Forma Securities
Securities Fund Fund Adjustments Fund
ASSETS
<S> <C> <C> <C> <C>
Total Investments at Market Value (Cost $47,119, $55,083 and
$102,202) $48,823 $55,949 $104,772
Accrued Income 312 322 634
Receivables for Investment Securities Sold 3 0 3
Receivables for Capital Shares Sold 17 48 65
Other Assets 11 12 23
------------- ------------- ------------
Total Assets 49,166 56,331 105,497
------------- ------------- ------------
LIABILITIES
Accrued Expenses (44) (51) (95)
Income/Distribution Payable (215) (152) (367)
Payable for Investment Securities Purchased 0 (3,534) (3,534)
Payable for Capital Shares Redeemed (93) (27) (120)
Other Liabilities 0 (119) (119)
------------- ------------- ------------
Total Liabilities (352) (3,883) (4,235)
------------- ------------- ------------
NET ASSETS
Portfolio shares of the Trust Class (unlimited authorization - no
par value) based on (3,872, 8,580) outstanding shares of
beneficial interest 39,731 0 48,180 (a) 87,911
Portfolio shares of the Trust Class (.75 billion authorized -
$.001 par value) based on 4,706 outstanding shares of
beneficial interest 0 48,180 (48,180) (a) 0
Portfolio shares of the Investor Class (unlimited authorization -
no par value) based on 288 outstanding shares of beneficial
interest 2,924 0 2,924
Portfolio shares of the Flex Class (unlimited authorization - no
par value) based on (432, 657) outstanding shares of beneficial
interest 4,463 0 2,345 (a) 6,808
Portfolio shares of the Investor Class B (.125 billion authorized -
$.001 par value) based on 225 outstanding shares of beneficial
interest 0 2,345 (2,345) (a) 0
Distributions in excess of net investment income 0 (2) (2)
Accumulated net realized (loss) gain on investments (8) 1,059 1,051
Net unrealized appreciation on investments 1,704 866 2,570
------------- ------------- ------------
Total Net Assets $48,814 $52,448 $0 $101,262
------------- ------------- ------------ ------------
------------- ------------- ------------ ------------
Net Asset Value, Offering and Redemption Price Per Share -
Trust Shares $10.63 $10.63
------------- ------------
------------- ------------
Net Asset Value, Offering and Redemption Price Per Share -
Trust Shares $10.64
-------------
-------------
Net Asset Value and Redemption Price Per Share - Investor
Shares $10.63 $10.63
------------- ------------
------------- ------------
Maximum Offering Price Per Share - Investor Shares ($10.63
/ 96.25%) $11.04 $11.04
------------- ------------
------------- ------------
Net Asset Value, Offering and Redemption Price Per Share -
Flex Shares $10.63 $10.63
------------- ------------
------------- ------------
Net Asset Value, Offering and Redemption Price Per Share -
Investor Class B $10.67
-------------
-------------
</TABLE>
<PAGE>
Pro Forma Statement of Assets and Liabilities (Unaudited)
STI Classic Funds Small Cap Growth Stock Fund
Crest Funds Special Equity Fund
November 30, 1998
(000)
<TABLE>
<CAPTION>
Pro Forma
Combined STI
Classic Funds
STI Classic Funds Crest Funds Small Cap
Small Cap Growth Special Equity Pro Forma Growth Stock
Stock Fund Fund Adjustments Fund
ASSETS
<S> <C> <C> <C> <C>
Total Investments at Market Value (Cost $12,761, $92,094 and
$104,855) $14,121 $98,858 $112,979
Cash 17 0 17
Accrued Income 3 32 35
Receivables for Investment Securities Sold 0 4,631 4,631
Receivables for Capital Shares Sold 185 93 278
Other Assets 9 20 29
------------- ------------- ------------
Total Assets 14,335 103,634 117,969
------------- ------------- ------------
LIABILITIES
Accrued Expenses (24) (133) (157)
Payable for Investment Securities Purchased (26) (5,409) (5,435)
Payable for Capital Shares Redeemed 0 (107) (107)
------------- ------------- ------------
Total Liabilities (50) (5,649) (5,699)
------------- ------------- ------------
NET ASSETS
Portfolio shares of the Trust Class (unlimited authorization -
no par value) based on (1,016, 8,201) outstanding shares of
beneficial interest 12,131 0 95,235 (a) 107,366
Portfolio shares of the Trust Class (.75 billion authorized - $.001
par value) based on 7,385 outstanding shares of beneficial
interest 0 90,320 (90,320) (a) 0
Portfolio shares of the Investor Class A (.125 billion authorized -
$.001 par value) based on 407 outstanding shares of beneficial
interest 0 4,915 (4,915) (a) 0
Portfolio shares of the Flex Class (unlimited authorization - no
par value) based on (61, 264) outstanding shares of beneficial
interest 762 0 3,234 (a) 3,996
Portfolio shares of the Investor Class B (.125 billion authorized -
$.001par value) based on 227 outstanding shares of beneficial
interest 0 3,234 (3,234) (a) 0
Undistributed net investment income 1 0 1
Accumulated net realized gain (loss) on investments 31 (7,248) (7,217)
Net unrealized appreciation on investments 1,360 6,764 8,124
------------- ------------- ------------
Total Net Assets $14,285 $97,985 $0 $112,270
------------- ------------- ------------ ------------
------------- ------------- ------------ ------------
Net Asset Value, Offering and Redemption Price Per Share -
Trust Shares $13.26 $13.26
------------- ------------
------------- ------------
Net Asset Value, Offering and Redemption Price Per Share -
Trust Shares $12.23
-------------
-------------
Net Asset Value and Redemption Price Per Share - Investor
Class A $12.22
-------------
-------------
Maximum Offering Price Per Share - Investor Class A ($12.22
/ 95.50%) $12.80
-------------
-------------
Net Asset Value, Offering and Redemption Price Per Share -
Flex Shares $13.24 $13.24
------------- ------------- ------------
------------- ------------- ------------
Net Asset Value, Offering and Redemption Price Per Share -
Investor Class B $11.87
-------------
-------------
</TABLE>
<PAGE>
Pro Forma Statement of Operations (000)
For the Period December 1, 1997 to November 30, 1998
<TABLE>
<CAPTION>
Pro Forma
Combined STI
STI Classic Prime Classic Prime
Quality Money CrestFunds Cash Quality Money
Market Fund Reserve Fund Market Fund
------------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Interest Income: $ 123,461 $ 67,006 $ 190,467
------------------- ----------------- ---------------
Expenses:
Investment Advisory Fees 14,303 4,310 3,403 (b) 22,016
Less: Investment Advisory Fees Waived (3,347) - (1,734) (b) (5,081)
Administrator Fees 1,741 1,780 (1,046) (b) 2,475
Less: Administrator Fees Waived (310) - 128 (b) (182)
Transfer Agent Fees - Trust Shares 16 514 (495) (b) 35
Transfer Agent Fees - Investor Shares 15 95 (82) (b) 28
Transfer Agent Out of Pocket Fees 208 - 137 (b) 345
Printing Expenses 143 101 (63) (b) 181
Custody Fees 72 439 (358) (b) 153
Professional Fees 104 126 (64) (b) 166
Trustee Fees 28 18 (16) (b) 30
Registration Fees 302 148 (302) (b) 148
Distribution Fees - Trust Class 1,541 (1,541) (b) -
Less: Distribution Fees Waived - Trust Class (1,541) 1,541 (b) -
Distribution Fees - Investor Shares 888 637 (318) (b) 1,207
Less: Distribution Fees Waived - Investor Shares (221) (637) 656 (b) (202)
Distribution Fees - Flex Shares - 1 (1) (b) -
Less: Distribution Fees Waived - Flex Shares - - - -
Insurance and Other Fees 16 7 6 (b) 29
------------------- ----------------- ------------ ---------------
Total Expenses 13,958 7,539 (149) 21,348
------------------- ----------------- ------------ ---------------
Net Investment Income 109,503 59,467 169,119
------------------- ----------------- ---------------
Net Realized (Loss) on Securities Sold (21) - (21)
------------------- ----------------- ---------------
Increase in Net Assets Resulting From Operations $ 109,482 $ 59,467 $ 169,098
------------------- ----------------- ---------------
------------------- ----------------- ---------------
</TABLE>
Amounts designated as "-" are either $0 or have been rounded to $0.
<PAGE>
Pro Forma Statement of Operations (000)
For the Period December 1, 1997 to November 30, 1998
<TABLE>
<CAPTION>
Pro Forma Combined
STI Classic CrestFunds STI Classic
Investment Grade Intermediate Bond Investment Grade
Bond Fund Fund Bond Fund
------------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Interest Income $ 50,670 $ 20,359 $ 71,029
------------------- ----------------- ---------------
Expenses:
Investment Advisory Fees 6,095 1,885 440 (b) 8,420
Less: Investment Advisory Fees Waived (776) - (127) (b) (903)
Administrator Fees 653 471 (292) (b) 832
Transfer Agent Fees - Trust Shares 28 156 (152) (b) 32
Transfer Agent Fees - Investor Shares 19 2 6 (b) 27
Transfer Agent Fees - Flex Shares 22 - 8 (b) 30
Transfer Agent Out of Pocket Fees 87 - 29 (b) 116
Printing Expenses 75 24 (38) (b) 61
Custody Fees 36 99 (84) (b) 51
Professional Fees 59 34 (38) (b) 55
Trustee Fees 11 6 (7) (b) 10
Registration Fees 77 21 (48) (b) 50
Distribution Fees - Trust Class 599 (599) (b) -
Less: Distribution Fees Waived - Trust Class (575) 575 (b) -
Distribution Fees - Investor Shares 142 4 8 (b) 154
Less: Distribution Fees Waived - Investor Shares (41) (4) 9 (b) (36)
Distribution Fees - Flex Shares 130 - - (b) 130
Less: Distribution Fees Waived - Flex Shares (35) - (9) (b) (44)
Insurance and Other Fees (2) 36 1 (b) 35
------------------- ----------------- ----------- ---------------
Total Expenses 6,580 2,758 (318) 9,020
------------------- ----------------- ----------- ---------------
Net Investment Income 44,090 17,601 62,009
------------------- ----------------- ---------------
Net Realized and Unrealized Gain (Loss) on Investments:
Net Realized Gain on Securities Sold 24,094 6,795 30,889
Net Unrealized Appreciation (Depreciation) on
Investments: 7,667 (1,500) 6,167
------------------- ----------------- ---------------
Total Net Realized and Unrealized Gain on Investments 31,761 5,295 37,056
------------------- ----------------- ---------------
Increase in Net Assets Resulting From Operations $ 75,851 $ 22,896 $ 99,065
------------------- ----------------- ---------------
------------------- ----------------- ---------------
</TABLE>
Amounts designated as "-" are either $0 or have been rounded to $0.
<PAGE>
Pro Forma Statement of Operations (000)
For the Period December 1, 1997 to November 30, 1998
<TABLE>
<CAPTION>
Pro Forma Combined
STI Classic Short CrestFunds Limited STI Classic Short
Term Bond Fund Term Bond Fund Term Bond Fund
------------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Interest Income $ 7,518 $ 5,165 $ 12,683
------------------- ----------------- ---------------
Expenses:
Investment Advisory Fees 818 408 121 (b) 1,347
Less: Investment Advisory Fees Waived (162) - (60) (b) (222)
Administrator Fees 100 122 (71) (b) 151
Transfer Agent Fees - Trust Shares 17 41 (28) (b) 30
Transfer Agent Fees - Investor Shares 11 - 2 (b) 13
Transfer Agent Fees - Flex Shares 12 - 1 (b) 13
Transfer Agent Out of Pocket Fees 13 - 8 (b) 21
Printing Expenses 12 3 (4) (b) 11
Custody Fees 4 22 (17) (b) 9
Professional Fees 6 9 (5) (b) 10
Trustee Fees 2 1 (1) (b) 2
Registration Fees 16 8 (15) (b) 9
Distribution Fees - Trust Class 156 (156) (b) -
Less: Distribution Fees Waived - Trust Class (150) 150 (b) -
Distribution Fees - Investor Shares 5 - - (b) 5
Less: Distribution Fees Waived - Investor Shares (5) - - (b) (5)
Distribution Fees - Flex Shares 17 - - (b) 17
Less: Distribution Fees Waived - Flex Shares (16) - - (b) (16)
Insurance and Other Fees 3 2 1 (b) 6
Amortization of Deferred Organization Costs 3 - (3) (b) -
------------------- ----------------- ----------- ---------------
Total Expenses 856 622 (77) 1,401
------------------- ----------------- ----------- ---------------
Net Investment Income 6,662 4,543 11,282
------------------- ----------------- ---------------
Net Realized and Unrealized Gain on Investments:
Net Realized Gain on Securities Sold 450 67 517
Net Unrealized Appreciation on Investments: 1,658 453 2,111
------------------- ----------------- ---------------
Net Realized and Unrealized Gain on Investments 2,108 520 2,628
------------------- ----------------- ---------------
Increase in Net Assets Resulting From Operations $ 8,770 $ 5,063 $ 13,910
------------------- ----------------- ---------------
------------------- ----------------- ---------------
</TABLE>
Amounts designated as "-" are either $0 or have been rounded to $0.
<PAGE>
Pro Forma Statement of Operations (000)
For the Period December 1, 1997 to November 30, 1998
<TABLE>
<CAPTION>
Pro Forma Combined
STI Classic U.S. CrestFunds STI Classic U.S.
Government Government Bond Government
Securities Fund Fund Securities Fund
------------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Interest Income $ 2,643 $ 2,959 $ 5,602
------------------- ----------------- ---------------
Expenses:
Investment Advisory Fees 303 282 66 (b) 651
Less: Investment Advisory Fees Waived (52) (47) (6) (b) (105)
Administrator Fees 33 71 (40) (b) 64
Less: Administrator Fees Waived - (56) 56 (b) -
Transfer Agent Fees - Trust Shares 17 23 (5) (b) 35
Transfer Agent Fees - Investor Shares 12 - - 12
Transfer Agent Fees - Flex Shares 12 1 3 (b) 16
Transfer Agent Out of Pocket Fees 3 - 6 (b) 9
Printing Expenses 3 2 (1) 4
Custody Fees 2 22 (20) (b) 4
Professional Fees - 8 (4) (b) 4
Trustee Fees - 1 - 1
Registration Fees 1 2 - (b) 3
Distribution Fees - Trust Class 87 (87) (b) -
Less: Distribution Fees Waived - Trust Class (83) 83 (b) -
Distribution Fees - Investor Shares 12 - - (b) 12
Less: Distribution Fees Waived - Investor Shares (10) - - (b) (10)
Distribution Fees - Flex Shares 39 17 2 (b) 58
Less: Distribution Fees Waived - Flex Shares (13) (1) (5) (b) (19)
Insurance and Other Fees - 3 - 3
Amortization of Deferred Organization Costs 1 - (1) (b) -
------------------- ----------------- ----------- ---------------
Total Expenses 363 332 47 742
------------------- ----------------- ----------- ---------------
Net Investment Income 2,280 2,627 4,860
------------------- ----------------- ---------------
Net Realized and Unrealized Gain on Investments:
Net Realized Gain on Securities Sold 20 1,063 1,083
Net Unrealized Appreciation on Investments: 1,075 171 1,246
------------------- ----------------- ---------------
Net Realized and Unrealized Gain on Investments 1,095 1,234 2,329
------------------- ----------------- ---------------
Increase in Net Assets Resulting From Operations $ 3,375 $ 3,861 $ 7,189
------------------- ----------------- ---------------
------------------- ----------------- ---------------
</TABLE>
Amounts designated as "--" are either $0 or have been rounded to $0.
<PAGE>
Pro Forma Statement of Operations (000)
For the Period December 1, 1997 to November 30, 1998
<TABLE>
<CAPTION>
Pro Forma Combined
STI Classic Small STI Classic Small
Cap Growth Stock CrestFunds Special Cap Growth Stock
Fund Equity Fund Fund
------------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Investment Income:
Interest Income $ 10 $ 282 $ 292
Dividend Income 4 697 701
------------------- ----------------- ---------------
Total Investment Income 14 979 993
------------------- ----------------- ---------------
Expenses:
Investment Advisory Fees 12 890 543 (b) 1,445
Less: Investment Advisory Fees Waived (12) - (95) (b) (107)
Less: Contribution from Advisor (3)
Administrator Fees 1 178 (87) (b) 92
Transfer Agent Fees - Trust Shares 2 55 (20) (b) 37
Transfer Agent Fees - Investor Shares - 3 (3) (b) -
Transfer Agent Fees - Flex Shares 2 2 13 (b) 17
Transfer Agent Out of Pocket Fees 11 - 2 (b) 13
Printing Expenses - 5 2 (b) 7
Custody Fees - 46 (40) (b) 6
Professional Fees - 17 (11) (b) 6
Trustee Fees - 2 (1) (b) 1
Registration Fees - 18 (13) (b) 5
Distribution Fees - Trust Class 212 (212) (b) -
Less: Distribution Fees Waived - Trust Class (199) 199 (b) -
Distribution Fees - Investor Shares - 9 (9) (b) -
Less: Distribution Fees Waived - Investor Shares - (9) 9 (b) -
Distribution Fees - Flex Shares - 28 3 (b) 31
Less: Distribution Fees Waived - Flex Shares - (1) (13) (b) (14)
Insurance and Other Fees - 1 1 (b) 2
Amortization of Deferred Organization Costs - - - -
------------------- ----------------- ----------- ---------------
Total Expenses 13 1,257 268 1,541
------------------- ----------------- ----------- ---------------
Net Investment Income 1 (278) (548)
------------------- ----------------- ---------------
Net Realized and Unrealized Gain (Loss) on Investments:
Net Realized Gain (Loss) on Securities Sold 31 (7,030) (6,999)
Net Unrealized Appreciation (Depreciation) on
Investments: 1,360 (10,799) (9,439)
------------------- ----------------- ---------------
Net Realized and Unrealized Gain (Loss) on Investments 1,391 (17,829) (16,438)
------------------- ----------------- ---------------
Increase in Net Assets Resulting From Operations $ 1,392 $ (18,107) $ (16,986)
------------------- ----------------- ---------------
------------------- ----------------- ---------------
</TABLE>
Amounts designated as "-" are either $0 or have been rounded to $0.
<PAGE>
STI CLASSIC FUNDS/CRESTFUNDS
Notes to Pro Forma Financial Statements
November 30, 1998
1. BASIS OF COMBINATION
The unaudited Pro Forma Combining Schedule of Investments, Pro Forma Combining
Statements of Assets and Liabilities and Pro Forma Combining Statements of
Operations give effect to the proposed acquisition of the CrestFunds Cash
Reserve Fund by the STI Classic Prime Quality Money Market Fund, the CrestFunds
Special Equity Fund by the STI Classic Small Cap Growth Stock Fund, the
CrestFunds Intermediate Bond Fund by the STI Classic Investment Grade Bond Fund,
the CrestFunds Limited Term Bond Fund by the STI Classic Short-Term Bond Fund,
and the CrestFunds Government Bond Fund by the STI Classic U.S. Government
Securities Fund. The proposed acquisition will be accounted for by the method of
accounting for tax free mergers of investment companies (sometimes referred to
as the pooling without restatement method). The acquisition will be accomplished
by an exchange of all outstanding shares of the Trust Class of the CrestFunds in
exchange for shares of the Trust Class of the corresponding STI Classic Fund,
all outstanding shares of the Investors Class A of the CrestFunds in exchange
for shares of the Investor Class of the corresponding STI Classic Fund, except
for holders of the Investors Class A of the CrestFunds Special Equity Fund which
will receive Trust shares of the STI Classic Small Cap Growth Stock Fund, and
all outstanding shares of the Investors Class B of the CrestFunds in exchange
for shares of the Flex Class of the corresponding STI Classic Fund, except for
holders of the Investor Class B shares of the CrestFunds Cash Reserve Fund which
will receive Investor shares of the STI Classic Prime Quality Money Market Fund.
The pro forma combining statements should be read in conjunction with the
historical financial statements of the constituent funds and the notes thereto
incorporated by reference in the Statement of Additional Information.
The STI Classic Funds and the CrestFunds are both, open-end, management
investment company registered under the Investment Company Act of 1940, as
amended.
PRO FORMA ADJUSTMENTS:
a) The Pro Forma combining statements of assets and liabilities assume the
issuance of additional shares of the respective STI Classic Fund as if the
reorganizations had taken place on November 30, 1998 and are based on the
net asset value of the acquiring fund. In addition, each respective STI
Classic Fund is the surviving fund for accounting purposes.
b) The Pro Forma adjustments reflect the impact of applying the contractual
fees in place for the surviving STI Funds for Advisor, Administrator,
Distributor as well as the expected savings on other expenses due to the
combination of the funds.
