STI CLASSIC FUNDS, 497, 1999-04-12

STI CLASSIC FUNDS
497, 1999-04-12

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<PAGE>

SEI INVESTMENTS DISTRIBUTION CO.
ONE FREEDOM VALLEY DRIVE
OAKS, PA 19456

YOU CAN VOTE BY MAIL, PHONE, INTERNET, OR IN PERSON.

TO VOTE BY MAIL, PLEASE DATE, SIGN AND RETURN THIS CARD USING THE ENCLOSED,
POSTAGE-PAID ENVELOPE.

YOU MAY VOTE BY PHONE BY CALLING TOLL-FREE (800) 690-6903, ENTERING YOUR 12
DIGIT CONTROL NUMBER LOCATED ON THIS CARD, AND FOLLOWING THE SIMPLE RECORDED
INSTRUCTIONS.

YOU MAY ALSO SUBMIT YOUR VOTE OVER THE INTERNET AT WWW.PROXYVOTE.COM.

FINALLY, YOU MAY VOTE IN PERSON BY ATTENDING THE MEETING ON MAY 7, 1999.

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, 1999, 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 Fund, 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.

THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER(S). IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY
EXECUTED PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSAL
AND WILL BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.

TO VOTE, MARK BLOCKS BELOW
IN BLUE OR BLACK INK AS FOLLOWS: CREST1 KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
- --------------------------------------------------------------------------------
BALANCED PORTFOLIO

THE BOARD OF DIRECTORS OF THE CORPORATION
RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:

VOTE ON PROPOSAL FOR AGAINST ABSTAIN

1. Approve the Reorganization Agreement
as it relates to the CrestFunds Balanced
Portfolio and the STI Life Vision Balanced
Portfolio: O O O

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) appears 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.

- ------------------------------------------- ----------------------------------

- ------------------------------------------- ----------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
- --------------------------------------------------------------------------------

<PAGE>

SEI INVESTMENTS DISTRIBUTION CO.
ONE FREEDOM VALLEY DRIVE
OAKS, PA 19456

YOU CAN VOTE BY MAIL, PHONE, INTERNET, OR IN PERSON.

TO VOTE BY MAIL, PLEASE DATE, SIGN AND RETURN THIS CARD USING THE ENCLOSED,
POSTAGE-PAID ENVELOPE.

YOU MAY VOTE BY PHONE BY CALLING TOLL-FREE (800) 690-6903, ENTERING YOUR 12
DIGIT CONTROL NUMBER LOCATED ON THIS CARD, AND FOLLOWING THE SIMPLE RECORDED
INSTRUCTIONS.

YOU MAY ALSO SUBMIT YOUR VOTE OVER THE INTERNET AT WWW.PROXYVOTE.COM.

FINALLY, YOU MAY VOTE IN PERSON BY ATTENDING THE MEETING ON MAY 7, 1999.

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, 1999, 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 Fund, 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.

TO VOTE, MARK BLOCKS BELOW
IN BLUE OR BLACK INK AS FOLLOWS: CREST2 KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
- --------------------------------------------------------------------------------
CAPITAL APPRECIATION FUND

THE BOARD OF DIRECTORS OF THE CORPORATION
RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:

VOTE ON PROPOSAL FOR AGAINST ABSTAIN

1. Approve the Reorganization Agreement
as it relates to the CrestFunds Capital
Appreciation Fund and the STI Capital
Growth Fund: O O O

- ------------------------------------------- ----------------------------------

<PAGE>

SEI INVESTMENTS DISTRIBUTION CO.
ONE FREEDOM VALLEY DRIVE
OAKS, PA 19456

YOU CAN VOTE BY MAIL, PHONE, INTERNET, OR IN PERSON.

TO VOTE BY MAIL, PLEASE DATE, SIGN AND RETURN THIS CARD USING THE ENCLOSED,
POSTAGE-PAID ENVELOPE.

YOU MAY VOTE BY PHONE BY CALLING TOLL-FREE (800) 690-6903, ENTERING YOUR 12
DIGIT CONTROL NUMBER LOCATED ON THIS CARD, AND FOLLOWING THE SIMPLE RECORDED
INSTRUCTIONS.

YOU MAY ALSO SUBMIT YOUR VOTE OVER THE INTERNET AT WWW.PROXYVOTE.COM.

FINALLY, YOU MAY VOTE IN PERSON BY ATTENDING THE MEETING ON MAY 7, 1999.

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, 1999, 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 Fund, 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.

TO VOTE, MARK BLOCKS BELOW
IN BLUE OR BLACK INK AS FOLLOWS: CREST3 KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
- --------------------------------------------------------------------------------
CASH RESERVE FUND

THE BOARD OF DIRECTORS OF THE CORPORATION
RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:

VOTE ON PROPOSAL FOR AGAINST ABSTAIN

1. Approve the Reorganization Agreement
as it relates to the CrestFunds Cash
Reserve Fund and the STI Prime Quality
Money Market Fund: O O O

- ------------------------------------------- ----------------------------------

<PAGE>

SEI INVESTMENTS DISTRIBUTION CO.
ONE FREEDOM VALLEY DRIVE
OAKS, PA 19456

YOU CAN VOTE BY MAIL, PHONE, INTERNET, OR IN PERSON.

TO VOTE BY MAIL, PLEASE DATE, SIGN AND RETURN THIS CARD USING THE ENCLOSED,
POSTAGE-PAID ENVELOPE.

YOU MAY VOTE BY PHONE BY CALLING TOLL-FREE (800) 690-6903, ENTERING YOUR 12
DIGIT CONTROL NUMBER LOCATED ON THIS CARD, AND FOLLOWING THE SIMPLE RECORDED
INSTRUCTIONS.

YOU MAY ALSO SUBMIT YOUR VOTE OVER THE INTERNET AT WWW.PROXYVOTE.COM.

FINALLY, YOU MAY VOTE IN PERSON BY ATTENDING THE MEETING ON MAY 7, 1999.

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, 1999, 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 Fund, 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.

TO VOTE, MARK BLOCKS BELOW
IN BLUE OR BLACK INK AS FOLLOWS: CREST4 KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
- --------------------------------------------------------------------------------
GOVERNMENT BOND FUND

THE BOARD OF DIRECTORS OF THE CORPORATION
RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:

VOTE ON PROPOSAL FOR AGAINST ABSTAIN

1. Approve the Reorganization Agreement
as it relates to the CrestFunds Government
Bond Fund and the STI U.S. Government
Securities Fund: O O O

- ------------------------------------------- ----------------------------------

<PAGE>

SEI INVESTMENTS DISTRIBUTION CO.
ONE FREEDOM VALLEY DRIVE
OAKS, PA 19456

YOU CAN VOTE BY MAIL, PHONE, INTERNET, OR IN PERSON.

TO VOTE BY MAIL, PLEASE DATE, SIGN AND RETURN THIS CARD USING THE ENCLOSED,
POSTAGE-PAID ENVELOPE.

YOU MAY VOTE BY PHONE BY CALLING TOLL-FREE (800) 690-6903, ENTERING YOUR 12
DIGIT CONTROL NUMBER LOCATED ON THIS CARD, AND FOLLOWING THE SIMPLE RECORDED
INSTRUCTIONS.

YOU MAY ALSO SUBMIT YOUR VOTE OVER THE INTERNET AT WWW.PROXYVOTE.COM.

FINALLY, YOU MAY VOTE IN PERSON BY ATTENDING THE MEETING ON MAY 7, 1999.

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, 1999, 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 Fund, 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.

TO VOTE, MARK BLOCKS BELOW
IN BLUE OR BLACK INK AS FOLLOWS: CREST5 KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
- --------------------------------------------------------------------------------
GROWTH AND INCOME PORTFOLIO

THE BOARD OF DIRECTORS OF THE CORPORATION
RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:

VOTE ON PROPOSAL FOR AGAINST ABSTAIN

1. Approve the Reorganization Agreement
as it relates to the CrestFunds Growth and
Income Portfolio and the STI Life Vision
Growth and Income Portfolio: O O O

- ------------------------------------------- ----------------------------------

- ------------------------------------------- ----------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

- --------------------------------------------------------------------------------

<PAGE>

SEI INVESTMENTS DISTRIBUTION CO.
ONE FREEDOM VALLEY DRIVE
OAKS, PA 19456

YOU CAN VOTE BY MAIL, PHONE, INTERNET, OR IN PERSON.

TO VOTE BY MAIL, PLEASE DATE, SIGN AND RETURN THIS CARD USING THE ENCLOSED,
POSTAGE-PAID ENVELOPE.

YOU MAY VOTE BY PHONE BY CALLING TOLL-FREE (800) 690-6903, ENTERING YOUR 12
DIGIT CONTROL NUMBER LOCATED ON THIS CARD, AND FOLLOWING THE SIMPLE RECORDED
INSTRUCTIONS.

YOU MAY ALSO SUBMIT YOUR VOTE OVER THE INTERNET AT WWW.PROXYVOTE.COM.

FINALLY, YOU MAY VOTE IN PERSON BY ATTENDING THE MEETING ON MAY 7, 1999.

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, 1999, 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 Fund, 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.

TO VOTE, MARK BLOCKS BELOW
IN BLUE OR BLACK INK AS FOLLOWS: CREST6 KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
- --------------------------------------------------------------------------------
INTERMEDIATE BOND FUND

THE BOARD OF DIRECTORS OF THE CORPORATION
RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:

VOTE ON PROPOSAL FOR AGAINST ABSTAIN

1. Approve the Reorganization Agreement
as it relates to the CrestFunds Intermediate
Bond Fund and the STI Investment Grade Bond
Fund: O O O

- ------------------------------------------- ----------------------------------

<PAGE>

SEI INVESTMENTS DISTRIBUTION CO.
ONE FREEDOM VALLEY DRIVE
OAKS, PA 19456

YOU CAN VOTE BY MAIL, PHONE, INTERNET, OR IN PERSON.

TO VOTE BY MAIL, PLEASE DATE, SIGN AND RETURN THIS CARD USING THE ENCLOSED,
POSTAGE-PAID ENVELOPE.

YOU MAY VOTE BY PHONE BY CALLING TOLL-FREE (800) 690-6903, ENTERING YOUR 12
DIGIT CONTROL NUMBER LOCATED ON THIS CARD, AND FOLLOWING THE SIMPLE RECORDED
INSTRUCTIONS.

YOU MAY ALSO SUBMIT YOUR VOTE OVER THE INTERNET AT WWW.PROXYVOTE.COM.

FINALLY, YOU MAY VOTE IN PERSON BY ATTENDING THE MEETING ON MAY 7, 1999.

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, 1999, 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 Fund, 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.

TO VOTE, MARK BLOCKS BELOW
IN BLUE OR BLACK INK AS FOLLOWS: CREST7 KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
- --------------------------------------------------------------------------------
LIMITED TERM BOND FUND

THE BOARD OF DIRECTORS OF THE CORPORATION
RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:

VOTE ON PROPOSAL FOR AGAINST ABSTAIN

1. Approve the Reorganization Agreement
as it relates to the CrestFunds Limited Term
Bond Fund and the STI Short-Term Bond Fund: O O O

- ------------------------------------------- ----------------------------------

SEI INVESTMENTS DISTRIBUTION CO.
ONE FREEDOM VALLEY DRIVE
OAKS, PA 19456

YOU CAN VOTE BY MAIL, PHONE, INTERNET, OR IN PERSON.

TO VOTE BY MAIL, PLEASE DATE, SIGN AND RETURN THIS CARD USING THE ENCLOSED,
POSTAGE-PAID ENVELOPE.

YOU MAY VOTE BY PHONE BY CALLING TOLL-FREE (800) 690-6903, ENTERING YOUR 12
DIGIT CONTROL NUMBER LOCATED ON THIS CARD, AND FOLLOWING THE SIMPLE RECORDED
INSTRUCTIONS.

YOU MAY ALSO SUBMIT YOUR VOTE OVER THE INTERNET AT WWW.PROXYVOTE.COM.

FINALLY, YOU MAY VOTE IN PERSON BY ATTENDING THE MEETING ON MAY 7, 1999.

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, 1999, 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 Fund, 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.

TO VOTE, MARK BLOCKS BELOW
IN BLUE OR BLACK INK AS FOLLOWS: CREST8 KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
- --------------------------------------------------------------------------------
MARYLAND MUNICIPAL BOND FUND

THE BOARD OF DIRECTORS OF THE CORPORATION
RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:

VOTE ON PROPOSAL FOR AGAINST ABSTAIN

1. Approve the Reorganization Agreement
as it relates to the CrestFunds Maryland
Municipal Bond Fund and the STI Maryland
Municipal Bond Fund: O O O

- ------------------------------------------- ----------------------------------

<PAGE>

SEI INVESTMENTS DISTRIBUTION CO.
ONE FREEDOM VALLEY DRIVE
OAKS, PA 19456

YOU CAN VOTE BY MAIL, PHONE, INTERNET, OR IN PERSON.

TO VOTE BY MAIL, PLEASE DATE, SIGN AND RETURN THIS CARD USING THE ENCLOSED,
POSTAGE-PAID ENVELOPE.

YOU MAY VOTE BY PHONE BY CALLING TOLL-FREE (800) 690-6903, ENTERING YOUR 12
DIGIT CONTROL NUMBER LOCATED ON THIS CARD, AND FOLLOWING THE SIMPLE RECORDED
INSTRUCTIONS.

YOU MAY ALSO SUBMIT YOUR VOTE OVER THE INTERNET AT WWW.PROXYVOTE.COM.

FINALLY, YOU MAY VOTE IN PERSON BY ATTENDING THE MEETING ON MAY 7, 1999.

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, 1999, at 3:00 p.m. (Eastern Time), and any adjournments or
postponements thereof (the "Meeting") all shares of beneficial interest of
said Corporation that the undersigned would be entitled to vote if personally
present at the Meeting ("Shares") on the proposal(s) set forth below respecting
the proposed Agreement and Plan of Reorganization (the "Reorganization
Agreement") between the Corporation, on behalf of the Fund, 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.

TO VOTE, MARK BLOCKS BELOW
IN BLUE OR BLACK INK AS FOLLOWS: CREST9 KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
- --------------------------------------------------------------------------------
MAXIMUM GROWTH PORTFOLIO

THE BOARD OF DIRECTORS OF THE CORPORATION
RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:

VOTE ON PROPOSAL FOR AGAINST ABSTAIN

1. Approve the Reorganization Agreement
as it relates to the CrestFunds Maximum
Growth Portfolio and the STI Life
Vision Maximum Growth Portfolio: O O O

- ------------------------------------------- ----------------------------------

<PAGE>

SEI INVESTMENTS DISTRIBUTION CO.
ONE FREEDOM VALLEY DRIVE
OAKS, PA 19456

YOU CAN VOTE BY MAIL, PHONE, INTERNET, OR IN PERSON.

TO VOTE BY MAIL, PLEASE DATE, SIGN AND RETURN THIS CARD USING THE ENCLOSED,
POSTAGE-PAID ENVELOPE.

YOU MAY VOTE BY PHONE BY CALLING TOLL-FREE (800) 690-6903, ENTERING YOUR 12
DIGIT CONTROL NUMBER LOCATED ON THIS CARD, AND FOLLOWING THE SIMPLE RECORDED
INSTRUCTIONS.

YOU MAY ALSO SUBMIT YOUR VOTE OVER THE INTERNET AT WWW.PROXYVOTE.COM.

FINALLY, YOU MAY VOTE IN PERSON BY ATTENDING THE MEETING ON MAY 7, 1999.

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, 1999, 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 Fund, 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.

TO VOTE, MARK BLOCKS BELOW
IN BLUE OR BLACK INK AS FOLLOWS: CRES10 KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
- --------------------------------------------------------------------------------
SPECIAL EQUITY FUND

THE BOARD OF DIRECTORS OF THE CORPORATION
RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:

VOTE ON PROPOSAL FOR AGAINST ABSTAIN

1. Approve the Reorganization Agreement
as it relates to the CrestFunds Special
Equity Fund and the STI Small Cap
Growth Stock Fund: O O O

- ------------------------------------------- ----------------------------------

<PAGE>

SEI INVESTMENTS DISTRIBUTION CO.
ONE FREEDOM VALLEY DRIVE
OAKS, PA 19456

YOU CAN VOTE BY MAIL, PHONE, INTERNET, OR IN PERSON.

TO VOTE BY MAIL, PLEASE DATE, SIGN AND RETURN THIS CARD USING THE ENCLOSED,
POSTAGE-PAID ENVELOPE.

YOU MAY VOTE BY PHONE BY CALLING TOLL-FREE (800) 690-6903, ENTERING YOUR 12
DIGIT CONTROL NUMBER LOCATED ON THIS CARD, AND FOLLOWING THE SIMPLE RECORDED
INSTRUCTIONS.

YOU MAY ALSO SUBMIT YOUR VOTE OVER THE INTERNET AT WWW.PROXYVOTE.COM.

FINALLY, YOU MAY VOTE IN PERSON BY ATTENDING THE MEETING ON MAY 7, 1999.

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, 1999, 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 Fund, 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.

TO VOTE, MARK BLOCKS BELOW
IN BLUE OR BLACK INK AS FOLLOWS: CRES11 KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
- --------------------------------------------------------------------------------
TAX FREE MONEY FUND

THE BOARD OF DIRECTORS OF THE CORPORATION
RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:

VOTE ON PROPOSAL FOR AGAINST ABSTAIN

1. Approve the Reorganization Agreement
as it relates to the CrestFunds Tax
Free Money Fund and STI Tax-Free
Money Market Fund: O O O

- ------------------------------------------- ----------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

- --------------------------------------------------------------------------------

<PAGE>

SEI INVESTMENTS DISTRIBUTION CO.
ONE FREEDOM VALLEY DRIVE
OAKS, PA 19456

YOU CAN VOTE BY MAIL, PHONE, INTERNET, OR IN PERSON.

TO VOTE BY MAIL, PLEASE DATE, SIGN AND RETURN THIS CARD USING THE ENCLOSED,
POSTAGE-PAID ENVELOPE.

YOU MAY VOTE BY PHONE BY CALLING TOLL-FREE (800) 690-6903, ENTERING YOUR 12
DIGIT CONTROL NUMBER LOCATED ON THIS CARD, AND FOLLOWING THE SIMPLE RECORDED
INSTRUCTIONS.

YOU MAY ALSO SUBMIT YOUR VOTE OVER THE INTERNET AT WWW.PROXYVOTE.COM.

FINALLY, YOU MAY VOTE IN PERSON BY ATTENDING THE MEETING ON MAY 7, 1999.

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, 1999, 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 Fund, 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.

TO VOTE, MARK BLOCKS BELOW
IN BLUE OR BLACK INK AS FOLLOWS: CRES12 KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
- --------------------------------------------------------------------------------
U.S. TREASURY MONEY FUND

THE BOARD OF DIRECTORS OF THE CORPORATION
RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:

VOTE ON PROPOSAL FOR AGAINST ABSTAIN

1. Approve the Reorganization Agreement
as it relates to the CrestFunds U.S.
Treasury Money Fund and the STI U.S.
Treasury Money Market Fund: O O O

- ------------------------------------------- ----------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

- --------------------------------------------------------------------------------

<PAGE>

SEI INVESTMENTS DISTRIBUTION CO.
ONE FREEDOM VALLEY DRIVE
OAKS, PA 19456

YOU CAN VOTE BY MAIL, PHONE, INTERNET, OR IN PERSON.

TO VOTE BY MAIL, PLEASE DATE, SIGN AND RETURN THIS CARD USING THE ENCLOSED,
POSTAGE-PAID ENVELOPE.

YOU MAY VOTE BY PHONE BY CALLING TOLL-FREE (800) 690-6903, ENTERING YOUR 12
DIGIT CONTROL NUMBER LOCATED ON THIS CARD, AND FOLLOWING THE SIMPLE RECORDED
INSTRUCTIONS.

YOU MAY ALSO SUBMIT YOUR VOTE OVER THE INTERNET AT WWW.PROXYVOTE.COM.

FINALLY, YOU MAY VOTE IN PERSON BY ATTENDING THE MEETING ON MAY 7, 1999.

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, 1999, 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 Fund, 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.

TO VOTE, MARK BLOCKS BELOW
IN BLUE OR BLACK INK AS FOLLOWS: CRES13 KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
- --------------------------------------------------------------------------------
VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND

THE BOARD OF DIRECTORS OF THE CORPORATION
RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:

VOTE ON PROPOSAL FOR AGAINST ABSTAIN

1. Approve the Reorganization Agreement
as it relates to the CrestFunds Virginia
Intermediate Municipal Bond Fund and the
STI Virginia Intermediate Municipal Bond
Fund: O O O

- ------------------------------------------- ----------------------------------

<PAGE>

SEI INVESTMENTS DISTRIBUTION CO.
ONE FREEDOM VALLEY DRIVE
OAKS, PA 19456

YOU CAN VOTE BY MAIL, PHONE, INTERNET, OR IN PERSON.

TO VOTE BY MAIL, PLEASE DATE, SIGN AND RETURN THIS CARD USING THE ENCLOSED,
POSTAGE-PAID ENVELOPE.

YOU MAY VOTE BY PHONE BY CALLING TOLL-FREE (800) 690-6903, ENTERING YOUR 12
DIGIT CONTROL NUMBER LOCATED ON THIS CARD, AND FOLLOWING THE SIMPLE RECORDED
INSTRUCTIONS.

YOU MAY ALSO SUBMIT YOUR VOTE OVER THE INTERNET AT WWW.PROXYVOTE.COM.

FINALLY, YOU MAY VOTE IN PERSON BY ATTENDING THE MEETING ON MAY 7, 1999.

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, 1999, 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 Fund, 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.

TO VOTE, MARK BLOCKS BELOW
IN BLUE OR BLACK INK AS FOLLOWS: CRES14 KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
- --------------------------------------------------------------------------------
VIRGINIA MUNICIPAL BOND FUND

THE BOARD OF DIRECTORS OF THE CORPORATION
RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:

VOTE ON PROPOSAL FOR AGAINST ABSTAIN

1. Approve the Reorganization Agreement
as it relates to the CrestFunds Virginia
Municipal Bond Fund and the STI Virginia
Municipal Bond Fund: O O O

- ------------------------------------------- ----------------------------------

<PAGE>

SEI INVESTMENTS DISTRIBUTION CO.
ONE FREEDOM VALLEY DRIVE
OAKS, PA 19456

YOU CAN VOTE BY MAIL, PHONE, INTERNET, OR IN PERSON.

TO VOTE BY MAIL, PLEASE DATE, SIGN AND RETURN THIS CARD USING THE ENCLOSED,
POSTAGE-PAID ENVELOPE.

YOU MAY VOTE BY PHONE BY CALLING TOLL-FREE (800) 690-6903, ENTERING YOUR 12
DIGIT CONTROL NUMBER LOCATED ON THIS CARD, AND FOLLOWING THE SIMPLE RECORDED
INSTRUCTIONS.

YOU MAY ALSO SUBMIT YOUR VOTE OVER THE INTERNET AT WWW.PROXYVOTE.COM.

FINALLY, YOU MAY VOTE IN PERSON BY ATTENDING THE MEETING ON MAY 7, 1999.

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, 1999, 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 Fund, 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.

TO VOTE, MARK BLOCKS BELOW
IN BLUE OR BLACK INK AS FOLLOWS: CRES15 KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
- --------------------------------------------------------------------------------
VALUE FUND

THE BOARD OF DIRECTORS OF THE CORPORATION
RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:

VOTE ON PROPOSAL FOR AGAINST ABSTAIN

1. Approve the Reorganization Agreement
as it relates to the CrestFunds Value
Fund and the STI Growth and Income
Fund: O O O

- ------------------------------------------- ----------------------------------

<PAGE>

To CrestFunds Shareholders:

Enclosed with this letter are proxy ballots, an N-14 combined proxy
statement/prospectus 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 an 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 funds
- the potential economies of scale to be gained from the consolidation
- the advantages of increased investment opportunities for CrestFunds
shareholders; and
- the fact that the consolidation is expected to be free from federal
income taxes.

The details of the proposed Agreement and Plan of Reorganization are set
forth in the combined proxy statement/prospectus that accompanies this letter.
We encourage you to read it thoroughly. The fund shares you are voting are
noted on the ballot and the proposed new funds are detailed, starting on the
synopsis of the proxy statement/prospectus. In addition, beginning on the next
page you will find answers to questions shareholders frequently ask about fund
reorganizations. We also enclosed your new 1999 CrestFunds Plain English
prospectuses.

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, OR VOTE BY TELEPHONE, VIA THE INTERNET OR IN PERSON AS DESCRIBED IN
THE ENCLOSED PROXY CARD AND ON THE ACCOMPANYING INSTRUCTION SHEET.

We thank you for your continued confidence and support.

Sincerely,

/s/ Jesse F. Williams III

Jesse F. Williams III
CHAIRMAN OF THE BOARD

IMPORTANT PROXY INFORMATION ENCLOSED
-IMMEDIATE ACTION REQUIRED-

001
<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 your approval.

Q. HOW WILL THIS AFFECT ME AS A CRESTFUNDS SHAREHOLDER?

A. You will become a shareholder of a STI Classic Fund portfolio with
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 neither the CrestFunds nor their shareholders will
incur any federal income tax as a result of the reorganizations.
<PAGE>

Q. WHAT FUND(S) WILL I HOLD FOLLOWING THE REORGANIZATIONS?

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:

CREST FUNDS STI CLASSIC FUNDS
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 Municipal Bond Virginia Intermediate Municipal 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

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 ballot cards because you are invested in
more than one CrestFunds portfolio, please fill out and return each and
every ballot card you receive, or vote each ballot card in one of the
manners described below.
<PAGE>

Q. HOW DO I VOTE?

A. You can vote by mail, phone, Internet, or in person. To vote by mail,
please date, sign and return the proxy card using the enclosed,
postage-paid envelope. You may vote by telephone by calling toll-free (800)
690-6903 (enter your 12 digit Control Number located on your ballot and
follow the simple recorded instructions). You may also submit your vote
over the Internet at www.proxyvote.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 call 1-800-752-1867.

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, if approved, will 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 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;

------------------
(1) The STI Capital Growth Fund will be renamed the "STI Capital
Appreciation Fund" on April 15, 1999.
<PAGE>

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 received to shareholders of the
corresponding CrestFund; and (iii) the termination under
state law of the CrestFund;
<PAGE>

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
CrestFunds, Inc.

April 6, 1999

<PAGE>

PROXY STATEMENT/PROSPECTUS

DATED APRIL 6, 1999

RELATING TO THE ACQUISITION OF THE ASSETS OF PORTFOLIOS OF

CRESTFUNDS, INC.
2 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 April 1, 1999 (the "Reorganization Agreement"),
by and between the 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 an "STI Fund" and together, the "STI Funds") (the
"Reorganization"). 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" on April 15, 1999.
<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 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 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;
<PAGE>

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 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;
<PAGE>

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:

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*
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 Virginia Intermediate Municipal
Bond Fund Bond Fund+
Maryland Municipal Bond Fund Maryland Municipal Bond Fund+
<PAGE>

CRESTFUNDS ACQUIRED FUNDS STI FUNDS ACQUIRING FUNDS
Maximum Growth Portfolio Life Vision Maximum Growth Portfolio+
Growth and Income Portfolio Life Vision Growth and Income Portfolio+
Balanced Portfolio Life Vision Balanced Portfolio+

- ----------------------
* 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 a number of shares of the applicable class of the corresponding STI Fund
with the same aggregate 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 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").
<PAGE>

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 April 6, 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 1-800-874-4770.

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 30, 1999, which have been
filed with the SEC and are incorporated by reference into this Proxy
Statement Prospectus. Copies of the prospectuses for the CrestFunds accompany
this Proxy Statement/Prospectus. A Statement of Additional Information for the
CrestFunds dated March 30, 1999, 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 1-800-273-7827.

For a more detailed discussion of the investment objectives, policies,
risks and restrictions of the participating STI Funds, see the prospectuses
contained in the registration statements for the Existing STI Funds dated
October 1, 1998, as supplemented on April 15, 1999, and for the New STI Funds
dated April 15, 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 accompany this Proxy
Statement/Prospectus. Statements of Additional Information for the Existing
STI Funds dated October 1, 1998, and for the New STI Funds dated April 15, 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 1-800-874-4770.
<PAGE>

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 6, 1999.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Synopsis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Reorganization. . . . . . . . . . . . . . . . . . . . . . . . . 2
The Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 3
Investment Objectives, Policies and Restrictions. . . . . . . . . . 42
The Funds' Purchase, Exchange and Redemption Procedures . . . . . . 46
Risks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Information Relating to the Reorganization . . . . . . . . . . . . . . . 58
Description of the Reorganization . . . . . . . . . . . . . . . . . 58
Federal Income Taxes. . . . . . . . . . . . . . . . . . . . . . . . 60
Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Reasons for the Reorganization . . . . . . . . . . . . . . . . . . . . . 66
Shareholder Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Information About the STI Funds and CrestFunds . . . . . . . . . . . . . 69
Voting Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Other Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
Shareholder Inquiries. . . . . . . . . . . . . . . . . . . . . . . . . . 84
Exhibit A - Form of Agreement and Plan of Reorganization . . . . . . . . 85
Exhibit B - Management's Discussion of Fund Performance. . . . . . . . . 110
</TABLE>

<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 orga-

2
<PAGE>

nized as a 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. The Pro forma tables show the fees you
would pay if the Reorganization is approved. Both sets of tables show fees and
expenses without any waivers. The footnotes following the tables show what the
actual fees and expenses will be after waivers, if any.

CRESTFUND CAPITAL APPRECIATION FUND - STI CAPITAL GROWTH FUND

COMPARISON OF SHAREHOLDER FEES

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
MAXIMUM SALES CHARGE (LOAD) MAXIMUM DEFERRED SALES CHARGE
IMPOSED ON PURCHASE (AS A (LOAD) (AS A PERCENTAGE OF NET
FUND PERCENTAGE OF OFFERING PRICE) ASSET VALUE)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
CRESTFUND CAPITAL APPRECIATION None None
FUND (Trust Class)

STI CAPITAL GROWTH FUND (Trust None None
Shares)

CRESTFUND CAPITAL APPRECIATION 4.50% None
FUND (Investor Class A)

STI CAPITAL GROWTH FUND 3.75% None
(Investor Shares)

CRESTFUND CAPITAL APPRECIATION None 5.00%
FUND (Investor Class B)

STI CAPITAL GROWTH FUND (Flex None 2.00%
Shares)
</TABLE>

3
<PAGE>

COMPARISON OF ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

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, Other Expenses, and
Total Operating Expenses for Trust Class shares are 0.75%, 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.

4
<PAGE>

PRO FORMA SHAREHOLDER FEES

STI CAPITAL GROWTH FUND 3.75% None
(Investor Shares)

STI CAPITAL GROWTH FUND None 2.00%
(Flex Shares)
- ---------------------------------------------------------------------------------------------------------
<CAPTION>

PRO FORMA ANNUAL OPERATING EXPENSES+
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

- -----------------------------------------------------------------------------------------------
INVESTMENT DISTRIBUTION OTHER TOTAL OPERATING
FUND ADVISORY FEES (12b-1) FEES EXPENSES EXPENSES
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI CAPITAL GROWTH 1.15% 0% 0.11% 1.26%
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:

5
<PAGE>

<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 $130 $406 $702 $1,545
(Trust Shares)

CRESTFUND CAPITAL APPRECIATION $565 $808 $1,070 $1,817
FUND (Investor Class A)

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 $448 $748 $1,280 $2,736
(Flex Shares)
- --------------------------------------------------------------------------------

PRO FORMA EXAMPLE
- -------------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI CAPITAL GROWTH FUND (Trust Shares) $128 $400 $692 $1,523

STI CAPITAL GROWTH FUND (Investor Shares) $567 $967 $1,393 $2,575

STI CAPITAL GROWTH FUND (Flex Shares) $444 $736 $1,260 $2,696
- -------------------------------------------------------------------------------------
</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

STI SMALL CAP GROWTH STOCK None None
FUND (Trust Shares)

CRESTFUND SPECIAL EQUITY FUND 4.50% None
(Investor Class A)+

STI SMALL CAP GROWTH STOCK None None
FUND (Trust Shares)

CRESTFUND SPECIAL EQUITY FUND None 5.00%
(Investor Class B)

STI SMALL CAP GROWTH STOCK None 2.00%
FUND (Flex Shares)
- ---------------------------------------------------------------------------------------------------------
</TABLE>

6
<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)

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, Other Expenses and Total Operating Expenses for Trust
Class shares are 0.75%, 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.

7
<PAGE>

PRO FORMA SHAREHOLDER FEES

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
MAXIMUM SALES CHARGE (LOAD) MAXIMUM DEFERRED SALES CHARGE
IMPOSED ON PURCHASE (AS A (LOAD) (AS A PERCENTAGE OF NET
FUND PERCENTAGE OF OFFERING PRICE) ASSET VALUE)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
STI SMALL CAP GROWTH STOCK None None
FUND (Trust Shares)

STI SMALL CAP GROWTH STOCK None 2.00%
FUND (Flex Shares)
- ---------------------------------------------------------------------------------------------------------

PRO FORMA ANNUAL OPERATING EXPENSES+
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

- -----------------------------------------------------------------------------------------------
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 0.98% and 1.11%, respectively. Actual Investment Advisory Fees,
Distribution Fees and Total Operating Expenses for Flex Shares are 0.98%, 0.81%
and 2.25%, respectively. The Adviser(s) could discontinue these voluntary
waivers at any time. Nevertheless, management of the STI Funds has undertaken
to waive advisory fees to 0.98% for at least one year and thereafter to discuss
any proposed waiver reduction with the Board of Trustees 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.

8
<PAGE>
<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 FUND $137 $428 NA NA
(Trust Shares)

CRESTFUND SPECIAL EQUITY FUND $564 $805 $1,065 $1,806
(Investor Class A)+

STI SMALL CAP GROWTH STOCK FUND $137 $428 NA NA
(Trust Shares)

CRESTFUND SPECIAL EQUITY FUND $705 $934 $1,288 $2,021
(Investor Class B)

STI SMALL CAP GROWTH STOCK FUND $443 $748 NA NA
(Flex Shares)
- --------------------------------------------------------------------------------
</TABLE>

PRO FORMA EXAMPLE

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI SMALL CAP GROWTH STOCK FUND $130 $406 $702 $1,545
(Trust Shares)

STI SMALL CAP GROWTH STOCK FUND $469 $811 $1,385 $2,944
(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 (LOAD) MAXIMUM DEFERRED SALES CHARGE
IMPOSED ON PURCHASE (AS A (LOAD) (AS A PERCENTAGE OF NET
FUND PERCENTAGE OF OFFERING PRICE) ASSET VALUE)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
CRESTFUND INTERMEDIATE BOND
FUND (Trust Class) None None

STI INVESTMENT GRADE BOND
FUND (Trust Shares) None None

CRESTFUND INTERMEDIATE BOND
FUND (Investor Class A) 3.00% None

STI INVESTMENT GRADE BOND
FUND (Investor Shares) 3.75% None
- ---------------------------------------------------------------------------------------------------------
</TABLE>

9
<PAGE>

COMPARISON OF ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

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, Other Expenses and Total Operating Expenses for Trust
Class shares are 0.60%, 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 (LOAD) MAXIMUM DEFERRED SALES CHARGE
IMPOSED ON PURCHASE (AS A (LOAD) (AS A PERCENTAGE OF NET
FUND PERCENTAGE OF OFFERING PRICE) ASSET VALUE)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
STI INVESTMENT GRADE BOND None None
FUND (Trust Shares)

STI INVESTMENT GRADE BOND 3.75% None
FUND (Investor Shares)
- ---------------------------------------------------------------------------------------------------------
</TABLE>

10
<PAGE>

PRO FORMA ANNUAL OPERATING EXPENSES+
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

STI INVESTMENT GRADE 0.74% 0.43% 0.17% 1.34%
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.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND INTERMEDIATE BOND FUND $129 $403 $697 $1,534
(Trust Class)

STI INVESTMENT GRADE BOND FUND $89 $278 $482 $1,073
(Trust Shares)

CRESTFUND INTERMEDIATE BOND FUND $402 $618 $852 $1,522
(Investor Class A)

STI INVESTMENT GRADE BOND FUND $511 $799 $1,107 $1,981
(Investor Shares)
- --------------------------------------------------------------------------------

<CAPTION>
PRO FORMA EXAMPLE

- --------------------------------------------------------------------------------
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>

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.

11
<PAGE>

CRESTFUND LIMITED TERM BOND FUND - STI SHORT-TERM BOND FUND

COMPARISON OF SHAREHOLDER FEES

STI SHORT-TERM BOND FUND None None
(Trust Shares)
- ---------------------------------------------------------------------------------------------------------

COMPARISON OF ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

- ----------------------------------------------------------------------------------------------------
INVESTMENT DISTRIBUTION OTHER TOTAL OPERATING
FUND ADVISORY FEES (12b-1) FEES EXPENSES EXPENSES
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND LIMITED TERM BOND 0.50% 0.15% 0.52% 1.17%
FUND (Trust Class)*

STI SHORT-TERM BOND 0.65% 0% 0.15% 0.80%
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, Other Expenses and Total Operating Expenses for Trust
Class shares are 0.50%, 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

STI SHORT-TERM BOND FUND None None
(Trust Shares)
- ---------------------------------------------------------------------------------------------------------
</TABLE>

12
<PAGE>

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 SHORT-TERM BOND 0.65% 0% 0.12% 0.77%
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.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND LIMITED TERM BOND FUND $119 $372 $644 $1,420
(Trust Class)

STI SHORT-TERM BOND FUND $82 $255 $444 $990
(TrustShares)

<CAPTION>
PRO FORMA EXAMPLE

- --------------------------------------------------------------------------------
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.

13
<PAGE>

CRESTFUND CASH RESERVE FUND - STI PRIME QUALITY MONEY MARKET FUND

COMPARISON OF SHAREHOLDER FEES

STI PRIME QUALITY MONEY None None
MARKET FUND (Trust Shares)

CRESTFUND CASH RESERVE FUND None None
(Investor Class A)+

STI PRIME QUALITY MONEY None None
MARKET FUND (Investor Shares)

CRESTFUND CASH RESERVE FUND None 5.00%
(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)

STI PRIME QUALITY 0.65% 0% 0.13% 0.78%
MONEY MARKET FUND
(Trust Shares)+

CRESTFUND CASH RESERVE
FUND (Investor Class A)* 0.36% 0.40% 0.28% 1.04%

STI PRIME QUALITY 0.65% 0.20% 0.17% 1.02%
MONEY MARKET FUND
(Investor Shares)+

CRESTFUND CASH RESERVE 0.36% 1.00% 0.28% 1.64%
FUND (Investor Class B)*

STI PRIME QUALITY 0.65% 0.20% 0.17% 1.02%
MONEY MARKET FUND
(Investor Shares)+
- -----------------------------------------------------------------------------------------------
</TABLE>

14
<PAGE>

* 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 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%, 0.95% 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 (LOAD) MAXIMUM DEFERRED SALES CHARGE
IMPOSED ON PURCHASE (AS A (LOAD) (AS A PERCENTAGE OF NET
FUND PERCENTAGE OF OFFERING PRICE) ASSET VALUE)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
STI PRIME QUALITY MONEY None None
MARKET FUND (Trust Shares)

STI PRIME QUALITY MONEY None None
MARKET FUND (Investor Shares)
- ---------------------------------------------------------------------------------------------------------

<CAPTION>
PRO FORMA ANNUAL OPERATING EXPENSES+
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

- -----------------------------------------------------------------------------------------------
INVESTMENT DISTRIBUTION OTHER TOTAL OPERATING
FUND ADVISORY FEES (12b-1) 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.

15
<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.

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)
- --------------------------------------------------------------------------------
<CAPTION>
PRO FORMA EXAMPLE

- --------------------------------------------------------------------------------
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

STI U.S. GOVERNMENT SECURITIES None None
FUND (Trust Shares)

CRESTFUND GOVERNMENT BOND None 5.00%
FUND (Investor Class B)

STI U.S. GOVERNMENT SECURITIES None 2.00%
FUND (Flex Shares)
- ---------------------------------------------------------------------------------------------------------
</TABLE>
16
<PAGE>

COMPARISON OF ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

STI U.S. GOVERNMENT 0.74% 0% 0.19% 0.93%
SECURITIES FUND
(Trust Shares)+

CRESTFUND GOVERNMENT 0.60% 1.00% 0.26% 1.86%
BOND FUND
(Investor Class B)*

STI U.S. GOVERNMENT 0.74% 1.00% 0.59% 2.33%
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 (LOAD) MAXIMUM DEFERRED SALES CHARGE
IMPOSED ON PURCHASE (AS A (LOAD) (AS A PERCENTAGE OF NET
FUND PERCENTAGE OF OFFERING PRICE) ASSET VALUE)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
STI U.S. GOVERNMENT SECURITIES None None
FUND (Trust Shares)

STI U.S. GOVERNMENT SECURITIES None 2.00%
FUND (Flex Shares)
- -------------------------------------------------------------------------------------------------------
</TABLE>

17
<PAGE>

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 U.S. GOVERNMENT 0.74% 0% 0.14% 0.88%
SECURITIES FUND
(Trust Shares)

STI U.S. GOVERNMENT 0.74% 1.00% 0.31% 2.05%
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
Funds' 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.

<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 FUND $95 $296 $515 $1,143
(Trust Shares)

CRESTFUND GOVERNMENT BOND FUND $689 $885 $1,206 $1,848
(Investor Class B)

STI U.S. GOVERNMENT SECURITIES FUND $436 $727 $1,245 $2,666
(Flex Shares)
- -------------------------------------------------------------------------------
</TABLE>

18
<PAGE>

PRO FORMA EXAMPLE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI U.S. GOVERNMENT SECURITIES FUND $90 $281 $488 $1,084
(Trust Shares)

STI U.S. GOVERNMENT SECURITIES FUND $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 current fees and expenses for each
CrestFund. Because the corresponding New STI Funds were not yet operational as
of the date of this Prospectus/Proxy Statement, current fees and expenses are
not available for those Funds. The Pro forma tables show the fees you would
pay if the Reorganization is approved. Both sets of tables show fees and
expenses without any waivers. The footnotes following the tables show what the
actual fees and expenses will be after waivers, if any.

CRESTFUND U.S. TREASURY MONEY FUND - STI U.S. TREASURY MONEY MARKET FUND

COMPARISON OF SHAREHOLDER FEES
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
MAXIMUM SALES CHARGE (LOAD) MAXIMUM DEFERRED SALES CHARGE
IMPOSED ON PURCHASE (AS A (LOAD) (AS A PERCENTAGE OF NET
FUND PERCENTAGE OF OFFERING PRICE) ASSET VALUE)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
CRESTFUND U.S. TREASURY MONEY None None
FUND (Trust Class)

STI U.S. TREASURY MONEY MARKET NA NA
FUND (Trust Shares)
- ------------------------------------------------------------------------------------------------------
</TABLE>

19
<PAGE>

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 U.S. TREASURY 0.38% 0.15% 0.28% 0.81%
MONEY FUND (Trust Class)*

STI U.S. TREASURY MONEY NA NA NA NA
MARKET FUND (Trust Shares)
- -----------------------------------------------------------------------------------------------------
</TABLE>

* 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 0.38%, 0% and 0.66%, respectively. CAMCO and the
Distributor could discontinue these voluntary waivers at any time.

PRO FORMA SHAREHOLDER FEES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
MAXIMUM SALES CHARGE (LOAD) MAXIMUM DEFERRED SALES CHARGE
IMPOSED ON PURCHASE (AS A (LOAD) (AS A PERCENTAGE OF NET
FUND PERCENTAGE OF OFFERING PRICE) ASSET 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>
- ------------------------------------------------------------------------------------------------------
INVESTMENT DISTRIBUTION OTHER TOTAL OPERATING
FUND ADVISORY FEES (12b-1) FEES EXPENSES EXPENSES
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI U.S. TREASURY MONEY 0.65% 0% 0.10% 0.75%
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 and Total Operating Expenses for
Trust Shares are 0.53% and 0.63%, 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.

20
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND U.S. TREASURY MONEY FUND $83 $259 $450 $1,002
(Trust Class)

STI U.S. TREASURY MONEY MARKET FUND NA NA NA NA
(Trust Shares)
- ------------------------------------------------------------------------------------
</TABLE>

PRO FORMA EXAMPLE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI U.S. TREASURY MONEY MARKET FUND $77 $240 $417 $930
(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 (LOAD) MAXIMUM DEFERRED SALES CHARGE
IMPOSED ON PURCHASE (AS A (LOAD) (AS A PERCENTAGE OF NET
FUND PERCENTAGE OF OFFERING PRICE) ASSET VALUE)
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
CRESTFUND TAX FREE MONEY FUND None None
(Trust Class)

STI TAX-FREE MONEY MARKET FUND NA NA
(Trust Shares)

CRESTFUND TAX FREE MONEY FUND None None
(Investor Class A)

STI TAX-FREE MONEY MARKET FUND NA NA
(Investor 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 TAX FREE MONEY 0.40% 0.15% 0.26% 0.81%
FUND (Trust Class)*

STI TAX-FREE MONEY MARKET NA NA NA NA
FUND (Trust Shares)

CRESTFUND TAX FREE MONEY 0.40% 0.40% 0.27% 1.07%
FUND (Investor Class A)*

STI TAX-FREE MONEY MARKET NA NA NA NA
FUND (Investor Shares)
- ------------------------------------------------------------------------------------------------------
</TABLE>
21
<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 0.40%, 0%, and 0.66%, 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 (LOAD) MAXIMUM DEFERRED SALES CHARGE
IMPOSED ON PURCHASE (AS A (LOAD) (AS A PERCENTAGE OF NET
FUND PERCENTAGE OF OFFERING PRICE) ASSET VALUE)
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
STI TAX-FREE MONEY MARKET FUND None None
(Trust Shares)

STI TAX-FREE MONEY MARKET FUND None None
(Investor 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 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 thereafter to discuss any proposed
waiver reduction with the STI Funds' 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.

22
<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

STI GROWTH AND INCOME FUND NA NA
(Trust Shares)

CRESTFUND VALUE FUND 4.50% None
(Investor Class A)

STI GROWTH AND INCOME FUND NA NA
(Investor Shares)

CRESTFUND VALUE FUND None 5.00%
(Investor Class B)

STI GROWTH AND INCOME FUND NA NA
(Flex Shares)
- -------------------------------------------------------------------------------------------------
</TABLE>

23
<PAGE>

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 VALUE FUND 0.75% 0.15% 0.52% 1.42%
(Trust Class)*

STI GROWTH AND INCOME NA NA NA NA
FUND (Trust Shares)

CRESTFUND VALUE FUND 0.75% 0.15% 0.28% 1.18%
(Investor Class A)*

STI GROWTH AND INCOME NA NA NA NA
FUND (Investor Shares)

CRESTFUND VALUE FUND 0.75% 1.00% 0.28% 2.03%
(Investor Class B)*

STI GROWTH AND INCOME NA NA NA NA
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%, 0.15% and 1.18%, respectively. Actual
Investment Advisory Fees, Distribution Fees and Total Operating Expenses for
Investor Class B shares are 0.75%, 0.90% and 1.93%, respectively. CAMCO and the
Distributor could discontinue these voluntary waivers at any time.

PRO FORMA SHAREHOLDER FEES
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
MAXIMUM SALES CHARGE (LOAD) MAXIMUM DEFERRED SALES CHARGE
IMPOSED ON PURCHASE (AS A (LOAD) (AS A PERCENTAGE OF NET
FUND PERCENTAGE OF OFFERING PRICE) ASSET VALUE)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
STI GROWTH AND INCOME FUND None None
(Trust Shares)

STI GROWTH AND INCOME FUND 3.75% None
(Investor Shares)

STI GROWTH AND INCOME FUND None 2.00%
(Flex Shares)
- ------------------------------------------------------------------------------------------------------
</TABLE>

24
<PAGE>

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 GROWTH AND INCOME 0.90% 0% 0.11% 1.01%
FUND (Trust Shares)

STI GROWTH AND INCOME 0.90% 0.25% 0.20% 1.35%
FUND (Investor Shares)

STI GROWTH AND INCOME 0.90% 1.00% 0.22% 2.12%
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%, 0.08% and 1.18%, respectively. Actual Investment Advisory Fees,
Distribution Fees and Total Operating Expenses for Flex Shares are 0.90%, 0.81%
and 1.93%, 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 1.18% and 1.93%, respectively for at least one year and thereafter to
discuss any proposed waiver reduction with the STI Funds' 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.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND VALUE FUND $145 $449 $776 $1,702
(Trust Class)

STI GROWTH AND INCOME FUND NA NA NA NA
(Trust Shares)

CRESTFUND VALUE FUND $565 $808 $1,070 $1,817
(Investor Class A)

STI GROWTH AND INCOME FUND NA NA NA NA
(Investor Shares)

CRESTFUND VALUE FUND $706 $937 $1,293 $2,031
(Investor Class B)

STI GROWTH AND INCOME FUND NA NA NA NA
(Flex Shares)
- ------------------------------------------------------------------------------------
</TABLE>

25
<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

STI VIRGINIA MUNICIPAL BOND NA NA
FUND (Trust Shares)

CRESTFUND VIRGINIA MUNICIPAL None 5.00%
BOND FUND (Investor Class B)

STI VIRGINIA MUNICIPAL BOND NA NA
FUND (Flex 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 VIRGINIA 0.60% 0.15% 0.55% 1.30%
MUNICIPAL BOND
FUND (Trust Class)*

STI VIRGINIA MUNICIPAL NA NA NA NA
BOND FUND (Trust Shares)

CRESTFUND VIRGINIA 0.60% 1.00% 0.31% 1.91%
MUNICIPAL BOND
FUND (Investor Class B)*

STI VIRGINIA MUNICIPAL NA NA NA NA
BOND FUND (Flex Shares)
- ------------------------------------------------------------------------------------------------------
</TABLE>

26
<PAGE>

* 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%, 0.24% and 0.74%, respectively.
Actual Investment Advisory Fees, Distribution Fees, Other Expenses and Total
Operating Expenses for Investor 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.

PRO FORMA SHAREHOLDER FEES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
MAXIMUM SALES CHARGE (LOAD) MAXIMUM DEFERRED SALES CHARGE
IMPOSED ON PURCHASE (AS A (LOAD) (AS A PERCENTAGE OF NET
FUND PERCENTAGE OF OFFERING PRICE) ASSET VALUE)
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
STI VIRGINIA MUNICIPAL BOND None None
FUND (Trust Shares)

STI VIRGINIA MUNICIPAL BOND None 2.00%
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 VIRGINIA MUNICIPAL 0.65% 0% 0.16% 0.81%
BOND FUND (Trust Shares)

STI VIRGINIA MUNICIPAL 0.65% 1.00% 0.48% 2.13%
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. 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
Funds' Board of Trustees any proposed waiver reduction 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.

27
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND VIRGINIA MUNICIPAL BOND $132 $412 $713 $1,568
FUND (Trust Class)

STI VIRGINIA MUNICIPAL BOND FUND NA NA NA NA
(Trust Shares)

CRESTFUND VIRGINIA MUNICIPAL BOND $694 $900 $1,232 $1,902
FUND (Investor Class B)

STI VIRGINIA MUNICIPAL BOND FUND NA NA NA NA
(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 FUND $83 $259 $450 $1,002
(Trust Shares)

STI VIRGINIA MUNICIPAL BOND FUND $422 $667 $1,144 $2,462
(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

STI VIRGINIA INTERMEDIATE MUNICIPAL NA NA
BOND FUND (Trust Shares)

CRESTFUND VIRGINIA INTERMEDIATE 3.50% None
MUNICIPAL BOND FUND
(Investor Class A)

STI VIRGINIA INTERMEDIATE NA NA
MUNICIPAL BOND FUND
(Investor Shares)
- -------------------------------------------------------------------------------------------------
</TABLE>

28
<PAGE>
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 VIRGINIA 0.50% 0.15% 0.53% 1.18%
INTERMEDIATE MUNICIPAL
BOND FUND (Trust Class)*

STI VIRGINIA INTERMEDIATE NA NA NA NA
MUNICIPAL BOND FUND
(Trust Shares)

CRESTFUND VIRGINIA 0.50% 0.15% 0.29% 0.94%
INTERMEDIATE MUNICIPAL
BOND FUND (Investor Class A)*

STI VIRGINIA INTERMEDIATE NA NA NA NA
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, Other Expenses and Total Operating
Expenses for Trust Class shares are 0.50%, 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 (LOAD) MAXIMUM DEFERRED SALES CHARGE
IMPOSED ON PURCHASE (AS A (LOAD) (AS A PERCENTAGE OF NET
FUND PERCENTAGE OF OFFERING PRICE) ASSET VALUE)
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
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>
- ------------------------------------------------------------------------------------------------------
INVESTMENT DISTRIBUTION OTHER TOTAL OPERATING
FUND ADVISORY FEES (12b-1) FEES EXPENSES EXPENSES
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI VIRGINIA INTERMEDIATE 0.65% 0% 0.11% 0.76%
MUNICIPAL BOND FUND
(Trust Shares)

STI VIRGINIA INTERMEDIATE 0.65% 0.15% 0.29% 1.09%
MUNICIPAL BOND FUND
(Investor Shares)
- ------------------------------------------------------------------------------------------------------
</TABLE>
29
<PAGE>

+ 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 Funds' 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.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND VIRGINIA INTERMEDIATE $120 $375 $649 $1,432
MUNICIPAL BOND FUND (Trust Class)

STI VIRGINIA INTERMEDIATE MUNICIPAL NA NA NA NA
BOND FUND (Trust Shares)

CRESTFUND VIRGINIA INTERMEDIATE $443 $639 $852 $1,464
MUNICIPAL BOND FUND
(Investor Class A)

STI VIRGINIA INTERMEDIATE MUNICIPAL NA NA NA NA
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 MUNICIPAL $78 $243 $422 $942
BOND FUND (Trust Shares)

STI VIRGINIA INTERMEDIATE MUNICIPAL $482 $709 $953 $1,654
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.

30
<PAGE>
CRESTFUND MARYLAND MUNICIPAL BOND FUND - STI MARYLAND MUNICIPAL BOND FUND

STI MARYLAND MUNICIPAL BOND NA NA
FUND (Trust Shares)

CRESTFUND MARYLAND MUNICIPAL None 5.00%
BOND FUND (Investor Class B)

STI VIRGINIA INTERMEDIATE NA NA
MUNICIPAL BOND FUND
(Flex 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 MARYLAND 0.60% 0.15% 0.63% 1.38%
MUNICIPAL BOND FUND
(Trust Class)*

STI MARYLAND MUNICIPAL NA NA NA NA
BOND FUND (Trust Shares)

CRESTFUND MARYLAND 0.60% 1.00% 0.39% 1.99%
MUNICIPAL BOND FUND
(Investor Class B)*

STI MARYLAND MUNICIPAL NA NA NA NA
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, Other Expenses and Total Operating Expenses for
Trust Class shares are 0.25%, 0.43% and 0.68%, respectively. Actual Investment
Advisory Fees, Distribution Fees and Total Operating Expenses for Investor Class
B shares are 0.25%, 0.95% and 1.59%, respectively. CAMCO and the Distributor
could discontinue these voluntary waivers at any time.

31
<PAGE>
PRO FORMA SHAREHOLDER FEES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
MAXIMUM SALES CHARGE (LOAD) MAXIMUM DEFERRED SALES CHARGE
IMPOSED ON PURCHASE (AS A (LOAD) (AS A PERCENTAGE OF NET
FUND PERCENTAGE OF OFFERING PRICE) ASSET 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>
- ------------------------------------------------------------------------------------------------------
INVESTMENT DISTRIBUTION OTHER TOTAL OPERATING
FUND ADVISORY FEES (12b-1) FEES EXPENSES EXPENSES
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI MARYLAND MUNICIPAL 0.65% 0% 0.19% 0.84%
BOND FUND (Trust Shares)

STI MARYLAND MUNICIPAL 0.65% 1.00% 0.51% 2.16%
BOND FUND (Flex Shares)
- ------------------------------------------------------------------------------------------------------
</TABLE>

+ 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. 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 Funds' 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.

<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>
32
<PAGE>

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.

CRESTFUND MAXIMUM GROWTH PORTFOLIO
STI LIFE VISION MAXIMUM GROWTH PORTFOLIO

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>
- ------------------------------------------------------------------------------------------------------
INVESTMENT DISTRIBUTION OTHER TOTAL OPERATING
FUND ADVISORY FEES (12b-1) FEES EXPENSES EXPENSES
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND MAXIMUM 0.25% 0% 0.41% 0.66%
GROWTH PORTFOLIO
(Trust Class)*

STI LIFE VISION MAXIMUM NA NA NA NA
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
0.09%, 0.16% and 0.25%, respectively. CAMCO and the Distributor could
discontinue these voluntary waivers at any time.

33
<PAGE>

PRO FORMA SHAREHOLDER FEES

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
MAXIMUM SALES CHARGE (LOAD) MAXIMUM DEFERRED SALES CHARGE
IMPOSED ON PURCHASE (AS A (LOAD) (AS A PERCENTAGE OF NET
FUND PERCENTAGE OF OFFERING PRICE) ASSET VALUE)
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
STI LIFE VISION MAXIMUM None None
GROWTH 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 MAXIMUM 0.25% 0% 0.23% 0.48%
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.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CRESTFUND MAXIMUM GROWTH PORTFOLIO $205 $632 $1,085 $2,343
(Trust Class)

STI LIFE VISION MAXIMUM GROWTH NA NA NA NA
PORTFOLIO (Trust Shares)
- -------------------------------------------------------------------------------
</TABLE>

<PAGE>

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 $887 $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.

CRESTFUND GROWTH AND INCOME PORTFOLIO
STI LIFE VISION GROWTH AND INCOME PORTFOLIO

STI LIFE VISION GROWTH AND NA NA
INCOME 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 GROWTH AND 0.25% 0% 0.34% 0.59%
INCOME PORTFOLIO
(Trust Class)*

STI LIFE VISION GROWTH NA NA NA NA
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.

35
<PAGE>

PRO FORMA SHAREHOLDER FEES
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
MAXIMUM SALES CHARGE (LOAD) MAXIMUM DEFERRED SALES CHARGE
IMPOSED ON PURCHASE (AS A (LOAD) (AS A PERCENTAGE OF NET
FUND PERCENTAGE OF OFFERING PRICE) ASSET 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)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
INVESTMENT DISTRIBUTION OTHER TOTAL OPERATING
FUND ADVISORY FEES (12b-1) FEES EXPENSES EXPENSES
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
STI LIFE VISION GROWTH 0.25% 0% 0.21% 0.46%
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.

CRESTFUND GROWTH AND INCOME $193 $598 $1,029 $2,227
PORTFOLIO (Trust Class)

STI LIFE VISION GROWTH AND INCOME 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 GROWTH AND INCOME $156 $483 $834 $1,824
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.

36
<PAGE>

CRESTFUND BALANCED PORTFOLIO - STI LIFE VISION BALANCED PORTFOLIO

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 BALANCED NA NA NA NA
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 (LOAD) MAXIMUM DEFERRED SALES CHARGE
IMPOSED ON PURCHASE (AS A (LOAD) (AS A PERCENTAGE OF NET
FUND PERCENTAGE OF OFFERING PRICE) ASSET 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)

STI LIFE VISION BALANCED 0.25% 0% 0.13% 0.38%
PORTFOLIO (Trust Shares)
- ------------------------------------------------------------------------------------------------------
</TABLE>

37
<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.

<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 PORTFOLIO NA NA NA NA
(Trust Shares)
- -------------------------------------------------------------------------------
</TABLE>

PRO FORMA EXAMPLE

STI LIFE VISION BALANCED PORTFOLIO $143 $443 $766 $1,680
(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 $14.7 billion of assets
under management as of December 31, 1998, and its address is P.O. Box 3808,
Orlando, FL 32802. Trusco, located at 50 Hurt Plaza, Suite 1400, Atlanta, GA
30303, had approximately $23 billion of assets under management as of
December 31, 1998. Sun Trust Bank, located at 25 Park Place, Atlanta, GA
30303, had approximately $13 billion of assets under management as of
December 31, 1998.

38
<PAGE>

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 subsidiary of SunTrust. CAMCO,
located at 919 East Main Street, Richmond, VA 23219, had approximately $17
billion in assets under management as of December 31, 1998.

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 advisory fees before any waivers
("Contractual") and advisory fees after any waivers ("Net Waivers"). The
fees listed are as of the dates stated in the footnotes following the table.

<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. . . . . . . .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 . . . . . . .36% Contractual. . . . . . . .65%
Net Waivers . . . . . . .36% Net Waivers. . . . . . . .51%

Government Bond Fund U.S. Government Securities Fund**
Contractual . . . . . . .60% Contractual . . . . . . .74%
Net Waivers . . . . . . .50% Net Waivers . . . . . . .58%
</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.

+ 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.

39
<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
CRESTFUNDS FEE* STI FUNDS FEE
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
U.S. Treasury Money Fund U.S. Treasury Money Market Fund++
Contractual . . . . . .38% Contractual . . . . . . .65%
Net Waivers . . . . . .38% 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%

Virginia Municipal Bond Fund Virginia Municipal Bond Fund++
Contractual . . . . . .60% Contractual . . . . . . .65%
Net Waivers . . . . . .50% Net Waivers . . . . . . .58%

Virginia Intermediate Municipal Bond Fund Virginia Intermediate Municipal Bond Fund++
Contractual . . . . . .50% Contractual . . . . . . .65%
Net Waivers . . . . . .50% Net Waivers . . . . . . .65%

Maryland Municipal Bond Fund Maryland Municipal Bond Fund++
Contractual . . . . . .60% Contractual . . . . . . .65%
Net Waivers . . . . . .25% Net Waivers . . . . . . .49%

Maximum Growth Portfolio Life Vision Maximum Growth Portfolio++
Contractual . . . . . .25% Contractual . . . . . . .25%
Net Waivers . . . . . .09% Net Waivers . . . . . . .02%

Growth and Income Portfolio Life Vision Growth and Income Portfolio++
Contractual . . . . . .25% Contractual . . . . . . .25%
Net Waivers . . . . . .10% Net Waivers . . . . . . .04%

Balanced Portfolio Life Vision Balanced Portfolio++
Contractual . . . . . .25% Contractual . . . . . . .25%
Net Waivers . . . . . .12% Net Waivers . . . . . . .12%
</TABLE>
- --------------------------------------

++ 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.

40
<PAGE>

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 the Distributor 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).

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, only for
those classes that are subject to such charges.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
CRESTFUNDS CHARGE STI FUNDS CHARGE
- ----------------------------------------------------------------------------------------------------
<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>

41
<PAGE>

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 Growth and
Income 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, 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.

OTHER EXPENSES. In the preceeding "Pro-Forma Annual Operating Expenses"
tables, reference is made to "Other Expenses." These "Other Expenses" include
auditing expenses, legal expenses, administration expenses as well as other
operating expenses which the funds incur in the normal course of business.
SEI Investments Mutual Funds Services serves as administrator (the
"Administrator") to both the CrestFunds as well as the STI Funds and will
continue to serve as Administrator regardless of the outcome of the Meeting.
In the course of performing its many duties, the Administrator may select
brokers, dealers and other administrators, including SunTrust (as well as
other depository institutions such as commercial banks and savings
associations) to provide distribution and/or other administrative services
for which they will receive fees from the Administrator based upon shares
owned by their respective clients or customers. These services include
distributing prospectuses and other information, providing account
assistance, and communicating or facilitating purchases and redemptions of
the shares of the Funds. The fees are calculated as a percentage of the
average aggregate net assets of shareholder accounts held during the period
for which services are provided. These fees are paid by the Administrator and
are not additional fees paid by the Funds.

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.

42
<PAGE>

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 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 companies with market
capitalizations between $250 million and $2 billion and invests primarily in
domestic 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 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. The preservation of capital, the potential for
realizing capital appreciation and sector rotation are among the
considerations made when selecting the Fund's investments. It invests
primarily in investment grade bonds and other fixed income securities issued
by domestic 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.

43
<PAGE>

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. The preservation of capital, the potential for
realizing capital appreciation and sector rotation are among the
considerations made when selecting the Fund's investments. It invests
primarily in investment grade bonds and other fixed income securities issued
by domestic 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.

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 not
purchase securities of other investment companies, except 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.

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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: The average maturity of the STI U.S. Government Securities
Fund's portfolio will typically range from 7 to 14 years, whereas there are
no limits on the average maturity of the corresponding CrestFund's portfolio.

--------------------------------------------------

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 common stock of companies with large market
capitalizations of at least $1 billion.

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.

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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

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,

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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.

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).

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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 on any Business Day through
a CSC Investment Representative, by mail, telephone or by wire (for Trust
Class shares, shareholders must contact their bank or financial institution
directly). 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,
which is available only for Investor Class A shares, 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.

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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 Intermediate Bond Fund, Limited Term Bond Fund, Cash
Reserve Fund, Government Bond Fund, U.S. Treasury Money Fund, Tax Free Money
Fund, Virginia Municipal Bond Fund, Virginia Intermediate Municipal Bond
Fund, and Maryland Municipal Bond Fund. The following CrestFunds declare and
distribute income monthly: the Capital Appreciation Fund, Special Equity
Fund, Value Fund, Maximum Growth Portfolio, Growth and Income Portfolio, and
Balanced Portfolio.

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
common stock of companies with medium to large market capitalizations of at
least $250 million. 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 medium capitalization companies the Fund invests in may be more
vulnerable to adverse business or economic events than larger, more
established companies. In particular, these mid-size companies may have
limited product lines, markets and financial resources. 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

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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 may invest in foreign common stocks,
it may be 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 common
stock of companies with market capitalizations between $250 million and $2
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 small and medium-sized companies, the Fund is subject to the
risk that stock prices will fall over short or extended periods of time. The
medium capitalization companies the Fund invests in may be more vulnerable to
adverse business or economic events than larger, more established companies.
In particular, these mid-size companies may have limited product lines,
markets and financial resources. 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.

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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
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 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.

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RISK DIFFERENCES: Because the CrestFund may invest in bonds and other fixed
income securities issued by foreign issuers, it may be 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
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.

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.

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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 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.

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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 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.

55
<PAGE>

CRESTFUNDS VALUE FUND : STI GROWTH AND INCOME FUND

The Funds invest primarily in domestic 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 their investment strategies, 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 their investment strategies, 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.

CRESTFUNDS VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND : STI VIRGINIA
INTERMEDIATE MUNICIPAL BOND FUND

56
<PAGE>

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
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. 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. 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.

57
<PAGE>

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
a risk of investing in the Portfolios. 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.

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. Shareholders of each CrestFund owning
shares at the Effective Times of the Reorganization will receive a number of
shares of the applicable class of the corresponding STI Fund with the same
aggregate value as the shareholder had in the CrestFund immediately before
the Reorganization. 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 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 certifi-

58
<PAGE>

cates 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. Because of the two
Closing Dates, there is a one week period during which the CrestFunds Maximum
Growth Portfolio, Growth and Income Portfolio and Balanced Portfolio will be
investing in shares of both underlying CrestFunds and STI Funds.

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
related to the Reorganization incurred by the CrestFunds will be allocated
pro rata among the CrestFunds and the amount so allocated will be allocated
to each class of the related CrestFunds, as determined by the CrestFunds
Board of Directors. 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 portion of
the expenses associated with the preparation and filing of this
Prospectus/Proxy Statement; (b) federal registration fees; (c) qualification
fees and expenses of preparing and filing such forms as are necessary under
applicable 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.

59
<PAGE>

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 separate 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 as a
result of the Reorganization; 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 Reorganization. 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; and (iii) the pro forma combined
capitalization of the Funds assuming the Reorganization has been approved.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
NET ASSETS NET ASSET SHARES
FUND (000) VALUE PER SHARE 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
- --------------------------------------------------------------------------------
</TABLE>

60
<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
NET ASSETS NET ASSET SHARES
FUND (000) VALUE PER SHARE OUTSTANDING (000)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
STI Small Cap Growth
Trust Shares $ 13,474 $13.26 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
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
</TABLE>

61
<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
NET ASSETS NET ASSET SHARES
FUND (000) VALUE PER SHARE OUTSTANDING (000)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
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
- --------------------------------------------------------------------------------
</TABLE>

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.

62
<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
NET ASSETS NET ASSET SHARES
FUND (000) VALUE PER SHARE OUTSTANDING (000)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
STI U.S. Treasury
Money Market
Trust Shares NA NA NA
Total

CrestFunds U.S. Treasury
Money Market
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

Combined Funds
Trust Shares $577,042 $15.10 38,219
Investor Shares $ 34,434 $15.21 2,265
Flex Shares $ 25,656 $15.14 1,695
Total $637,132 42,179
- --------------------------------------------------------------------------------
</TABLE>

63
<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
NET ASSETS NET ASSET SHARES
FUND (000) VALUE PER SHARE OUTSTANDING (000)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
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 $32,949 3,084

Combined Funds
Trust Shares $29,252 $10.68 2,739
Flex Shares $ 3,697 $10.73 345
Total $32,949 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 $10.45 756
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 $ 3,246 $10.24 317
Total $22,361 2,187
- --------------------------------------------------------------------------------
</TABLE>

64
<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
NET ASSETS NET ASSET SHARES
FUND (000) VALUE PER SHARE 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>

65
<PAGE>

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 34
Funds (ten of which will be newly established series), having in the
aggregate approximately $13 billion in assets. For the most part, the net
expenses of the 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 (Management's
Discussion of Fund Performance, as it relates to the Existing STI Funds,
other than the Small Cap Growth Stock Fund and Prime Quality Money Market
Fund, is attached hereto as Exhibit B). 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 CrestFunds. In the case of the New
STI Funds that have a higher contractual expense ratio, the STI Funds'
management has undertaken to waive fees to maintain the net expense ratio at
the same level as the corresponding CrestFund for at least one year and
thereafter to discuss any proposed waiver reduction with the STI Funds' Board
of Trustees before its implementation. Management of CrestFunds believes 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.

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 or 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 pro forma 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

66
<PAGE>

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
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.

67
<PAGE>

SHAREHOLDER LIABILITY. Pursuant to the Trust's Declaration of Trust,
shareholders of the 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. The Corporation was organized as a Maryland corporation on
March 14, 1986. The Corporation 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. The Corporation 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 that the Corporation
is authorized to issue, without the approval of the shareholders of the
CrestFunds. The shares of common stock of each of the CrestFunds 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 the 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.

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 the CrestFunds. Before a notice of a spe-

68
<PAGE>

cial 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 the Corporation's By-laws,
directors of the Corporation 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 held for that
purpose. The vacancy created by such removal may be filled by the
shareholders at the time of the removal.

SHAREHOLDER LIABILITY. The shareholders of the CrestFunds have no
personal liability for acts or obligations of the Corporation.

LIABILITY OF DIRECTORS. The Articles of Incorporation provide that, to
the fullest extent permitted by Maryland law, no director or officer of the
Corporation shall be liable to the CrestFunds or to their 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 the Corporation
will indemnify its directors and officers to the fullest extent permitted
under Maryland law.

LIQUIDATION OR DISSOLUTION. In the event of a liquidation or
dissolution of the CrestFunds, shareholders of each class of common stock
shall be entitled to receive, as a class, out of the assets of the 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 the 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

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 October 1, 1998, as supplemented on
April 15, 1999, and the participating New STI Funds dated April 15, 1999,
which are incorporated by reference herein solely with respect to

69
<PAGE>

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
October 1, 1998, and for the New STI Funds dated April 15, 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 30, 1999, which are incorporated by
reference herein and copies of which accompany this Proxy
Statement/Prospectus. Additional information is included in the Statements of
Additional Information of CrestFunds dated March 30, 1999, 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.

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.

70
<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
1-800-874-4770 and to CrestFunds at 32 South Street, Baltimore, Maryland
21210 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 Board 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

71
<PAGE>

have not received instructions from the beneficial owners or other persons
entitled to vote shares on a particular matter with respect 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:

<TABLE>
<CAPTION>
CRESTFUNDS SHARES OF COMMON STOCK
---------- ----------------------
<S> <C>
Capital Appreciation Fund
Trust Class Shares . . . . . . . 6,879,845.930
Investor Class A Shares. . . . . 196,838,787.08
Investor Class B Shares. . . . . 331,639.72

Special Equity Fund
Trust Class Shares . . . . . . . 6,639,165.424
Investor Class A Shares. . . . . 367,370.313
Investor Class B Shares. . . . . 216,597.207

Intermediate Bond Fund
Trust Class Shares . . . . . . . 31,366,033.859
Investor Class A Shares. . . . . 296,146.782

Limited Term Bond Fund
Trust Class Shares . . . . . . . 7,555,828.566

Cash Reserve Fund
Trust Class Shares . . . . . . . 1,080,370,652.620
Investor Class A Shares. . . . . 196,838,787.08
Investor Class B Shares. . . . . 98,662.45

U.S. Treasury Money Fund
Trust Class Shares . . . . . . . 748,455,678.820

Government Bond Fund
Trust Class Shares . . . . . . . 6,364,396.154
Investor Class B Shares. . . . . 281,396.708
</TABLE>
72
<PAGE>

<TABLE>
<CAPTION>
CRESTFUNDS SHARES OF COMMON STOCK
---------- ----------------------
<S> <C>
Tax Free Money Fund
Trust Class Shares . . . . . . . 301,868,721.040
Investor Class A Shares. . . . . 6,745,056.52

Value Fund
Trust Class Shares . . . . . . . 40,564,372.175
Investor Class A Shares. . . . . 2,393,619.854
Investor Class B Shares. . . . . 1,925,627.411

Virginia Municipal Bond Fund
Trust Class Shares . . . . . . . 2,951,164.235
Investor Class B Shares. . . . . 514,246.309

Virginia Intermediate Municipal Bond Fund
Trust Class Shares . . . . . . . 24,008,834.354
Investor Class A Shares. . . . . 778,271.483

Maryland Municipal Bond Fund
Trust Class Shares . . . . . . . 2,150,993.753
Investor Class B Shares. . . . . 523,660.101

Maximum Growth Portfolio
Trust Class Shares . . . . . . . 1,650,640.722

Growth and Income Portfolio
Trust Class Shares . . . . . . . 1,953,407.733

Balanced Portfolio
Trust Class Shares . . . . . . . 8,545,284.624
</TABLE>

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:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
PERCENTAGE TYPE OF
NAME AND ADDRESS FUND/CLASS OWNERSHIP OWNERSHIP
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
Hamac & Co. Cash Reserve- 87.6% **
Attn: Barbara Holloway Trust Class
P.O. Box 26665
Richmond, VA 23261

Crestar Bank - AMA Cash Reserve- 6.7% **
919 East Main Street Trust Class
Richmond, VA 23219
Attn: Nian Cauffman

NFSC FEBO BNG-640344 Cash Reserve Fund- 99.5% +
National Financial Services Corp Investor Class A
For the Exclusive Benefit of Our
Customers
Church Street Station
New York, NY 10008-3752

73
<PAGE>

<CAPTION>
- ----------------------------------------------------------------------------------
PERCENTAGE TYPE OF
NAME AND ADDRESS FUND/CLASS OWNERSHIP OWNERSHIP
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
NFSC FEBO DFL-721409 Cash Reserve Fund - 8.8% +
Ellen Gilliam Investor Class B
7922 Coriander Drive Apt. 103
Gaithersburg, MD 20879
Investor Class B

NFSC FEBO A1F-416550 Cash Reserve Fund - 10.0% +
Gail B. Rehmert Investor Class B
3 Seagle Court
Hampton, VA 23669

NFSC FEBO A1F-279170 Cash Reserve Fund - 10.1% +
Leibet O. Tuttle Investor Class B
3270 Forest Lane
Saluda, VA 23149

SEI Corporation Cash Reserve Fund - 11.9% +
One Freedom Valley Drive Investor Class B
Oaks, PA 19456

NFSC FEBO A1F-815373 Cash Reserve Fund - 13.5% +
NFSC FMTC IRA Investor Class B
FBO Eung Sun Kim
1120 Challedon Road
Great Falls VA 22066

NFSC FEBO A1F-948195 Cash Reserve Fund - 24.1% +
NFSC FMTC IRA Rollover Investor Class B
132 River Ridge Road
Madison Heights, VA 24572

NFSC FEBO A1F-830550 Cash Reserve Fund - 16.0% +
NFSC FMTC IRA Rollover Investor Class B
227 High Falcon Raod
Reisterstown, MD 21138

Hamac & Co. U.S. Treasury Money Fund - 98.9% **
Attn: Barbara Holloway Trust Class
P.O. Box 26665
Richmond, VA 23261

Hamac & Co. Tax Free Money Fund - 92.9% **
Attn: Barbara Holloway Trust Class
P.O. Box 26665
Richmond, VA 23261

Crestar Bank -AMA Tax Free Money Fund - 6.8% **
919 East Main Street Trust Class
Richmond, VA 23219
Attn: Nian Cauffman

National Financial Services Corp. Tax Free Money Fund - 98.2% +
For the Exclusive Benefit of Our Investor Class A
Customers
Church Street Station
New York, NY 10008-3752

74
<PAGE>

<CAPTION>
- ----------------------------------------------------------------------------------
PERCENTAGE TYPE OF
NAME AND ADDRESS FUND/CLASS OWNERSHIP OWNERSHIP
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
Hamac & Co. Limited Term Bond Fund - 63.9% **
Attn: Barbara Holloway Trust Class
P.O. Box 26665
Richmond, VA 23261

Hamac & Co. - Div Re Limited Term Bond Fund - 17.7% **
Attn: Barbara Holloway Trust Class
P.O. Box 26665
Richmond, VA 23261

Crestar Thr-Daily- 12/31 Limited Term Bond Fund - 13.5% +
Attn: Bonnie Huffman -TOC 8200 Trust Class
919 East Main Street
Richmond, VA 23219

CrestFunds Balanced Portfolio Limited Term Bond Fund - 6.2% +
Crestar Loan Fund Trust Class
Attn: Brenda Adams - HDQ 5706
919 East Main Street
Richmond, VA 23219 -

Hamac & Co. - 401K Expediter Limited Term Bond Fund - 18.4% **
c/o Crestar Bank Trust Class
Attn: Barbara Holloway
Attn: Demetrius Murray
P.O. Box 26665
Richmond, VA 23261

Hamac & Co. Intermediate Bond Fund - 90.2% **
Attn: Barbara Holloway Trust Class
P.O. Box 26665
Richmond, VA 23261

Hamac & Co. - Div Re Intermediate Bond Fund - 9.2% **
Attn: Barbara Holloway Trust Class
P.O. Box 26665
Richmond, VA 23261

Old Dominion Trust Co. Intermediate Bond Fund - 9.9% **
109 East Main St., Suite 410 Investor Class A
Norfolk, VA 23510

NFSC FEBO BNG-6403444 Intermediate Bond Fund - 5.6% +
The National Education of Investor Class A
Foundation Attn: R. James Huber
P.O. Box 1417 D-49
Alexandria, VA 22313

NFSC/FMTC Intermediate Bond Fund - 5.4% +
303 Saunders Point Drive Investor Class A
Huddleston, VA 24104

75
<PAGE>

<CAPTION>
- ----------------------------------------------------------------------------------
PERCENTAGE TYPE OF
NAME AND ADDRESS FUND/CLASS OWNERSHIP OWNERSHIP
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
Hamac & Co. Government Bond Fund - 63.9% **
Attn: Barbara Holloway Trust Class
P.O. Box 26665
Richmond, VA 23261

Hamac & Co. - Div Re Government Bond Fund - 27.1% **
Attn: Barbara Holloway Trust Class
P.O. Box 26665
Richmond, VA 23261

CrestFunds Balanced Portfolio Government Bond Fund - 23.8% +
Crestar Loan Fund Trust Class
Attn: Brenda Adams HDQ 5706
919 East Main Street
Richmond, VA 23219

Hamac & Co. - 401K Expediter Government Bond Fund - 8.9% **
c/o Crestar Bank Trust Class
Attn: Barbara Holloway
Attn: Demetrius Murray
P.O. Box 26665
Richmond, VA 23261

Hamac & Co. Virginia Intermediate 99.3% **
Attn: Barbara Holloway Municipal Bond Fund -
P.O. Box 26665 Trust Class
Richmond, VA 23261

Hamac & Co. Virginia Municipal 95.9% **
Attn: Barbara Holloway Bond Fund -
P.O. Box 26665 Trust Class
Richmond, VA 23261

NFSC FEBO A1F-029106 Virginia Municipal 5.2% +
Mary Jo McNeer Bond Fund -
7321 Riverside Drive Investor Class B
Richmond, VA 23225

NFSC FEBO A1F-628107 Virginia Municipal 7.3% +
Nancy Holdmann Bond Fund -
23 Winster Fax Investor Class B
Williamsburg, VA 23185

Hamac & Co. Maryland Municipal 95.4% **
Attn: Barbara Holloway Bond Fund -
P.O. Box 26665 Trust Class
Richmond, VA 23261

NFSC FEBO 01W-415111 Maryland Municipal 5.4% +
Barbara C. Tew Bond Fund -
3318 Dunnington Road Investor Class B
Beltsville, MD 20705

76
<PAGE>

<CAPTION>
- ----------------------------------------------------------------------------------
PERCENTAGE TYPE OF
NAME AND ADDRESS FUND/CLASS OWNERSHIP OWNERSHIP
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
NFSC FEBO A1F-045799 Maryland Municipal 5.6% +
Son Ho Yi Bond Fund -
10028 Fox Den Court Investor Class B
Ellicott, MD 21042

Hamac & Co. Value Fund - 69.0% **
Attn: Barbara Holloway Trust Class
P.O. Box 26665
Richmond, VA 23261

Hamac & Co. - Div Re Value Fund - 13.8% **
Attn: Barbara Holloway Trust Class
P.O. Box 26665
Richmond, VA 23261

Crestar Thr - Daily - 12/31 Value Fund - 13.6% +
Crestar Thrift Plan Trust Class
Attn: Bonnie Huffman TOC 8200
919 East Main Street
Richmond, VA 23219

Hamac & Co. - 401K Expediter Value Fund - 17.1% **
Attn: Barbara Holloway Trust Class
Attn: Demetrius Murray
P.O. Box 26665
Richmond, VA 23261

Hamac & Co. Capital Appreciation 61.0% **
Attn: Barbara Holloway Fund -
P.O. Box 26665 Trust Class
Richmond, VA 23261

Hamac & Co. - Div Re Capital Appreciation 26.4% **
Attn: Barbara Holloway Fund -
P.O. Box 26665 Trust Class
Richmond, VA 23261

CrestFunds Balanced Portfolio Capital Appreciation 13.5% +
Crestar Loan Fund Fund -
Attn: Brenda Adams HDQ 5706 Trust Class
919 East Main Street
Richmond, VA 23219

Crestar - Thr - Daily - 12/31 Capital Appreciation 8.0% +
Crestar Thrift Plan Fund -
Attn: Bonnie Huffman TOC 8200 Trust Class
919 East Main Street
Richmond, VA 23219

Hamac & Co. - 401K Expediter Capital Appreciation 12.6% **
c/o Crestar Bank Fund -
Attn: Barbara Holloway Trust Class
Attn: Demetrius Murray
P.O. Box 26665
Richmond, VA 23261
</TABLE>

77
<PAGE>

Hamac & Co. - Div Re Special Equity Fund - 36.0% **
Attn: Barbara Holloway Trust Class
P.O. Box 26665
Richmond, VA 23261

Crestar - Thr - Daily - 12/31 Special Equity Fund - 20.6% +
Crestar Thrift Plan Trust Class
Attn: Bonnie Huffman TOC 8200
919 East Main Street
Richmond, VA 23219

Crestar Retirement Special Equity Fund - 11.7% +
Crestar Thrift Plan Trust Class
Attn: Bonnie Huffman TOC 8200
919 East Main Street
Richmond, VA 23219

CrestFunds Balanced Portfolio Special Equity Fund - 10.2% +
Crestar Loan Fund Trust Class
Attn: Brenda Adams HDQ 5706
919 East Main Street
Richmond, VA 23219

Hamac & Co. - 401K Expediter Special Equity Fund - 25.9% **
c/o Crestar Bank Trust Class
Attn: Barbara Holloway
Attn: Demetrius Murray
P.O. Box 26665
Richmond, VA 23261

Hamac & Co. - Div Re Life Vision Maximum 88.6% **
Attn: Barbara Holloway Growth Portfolio -
P.O. Box 26665 Trust Class
Richmond, VA 23261

Luck Stone 401K - Life Vision Maximum 19.6% +
Maximum Growth Growth Portfolio -
Luck Stone Corporation Trust Class
Ms. Gail Farmer
P.O. Box 29682
Richmond, VA 23242-0682

Medical Practice Mgmt. Life Vision Maximum 10.3% +
Medical Practice Management Inc. Growth Portfolio -
Attn: Bob Pollard Trust Class
5711 Chamberlayne Road
Richmond, VA 23227
</TABLE>

78
<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
PERCENTAGE TYPE OF
NAME AND ADDRESS FUND/CLASS OWNERSHIP OWNERSHIP
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Ronile, Inc. - LV Max Life Vision Maximum 10.0% +
Growth - 6/30 Growth Portfolio -
Ronile Inc. Trust Class
Ms. Elinor H. Essig
P.O. Box 1059
Rocky Mount, VA 24151-8059

Sentry Equip-401K-Max Life Vision Maximum 9.6% +
Gro Port-9/30 Growth Portfolio
Sentry Erectors Inc. Trust Class
Attn: Mrs. Carole J. Vinoskey
Rt. 1 Box 569
Forest, VA 24551-9714

Wayn-Tex S/P 401K-Daily-12/31 Life Vision Maximum 5.3% +
Wayn-Tex Inc. Growth Portfolio -
Attn: Mrs. Wanda Edwards Trust Class
901 S. Delphine Ave.
Waynesboro, VA 22980

Hamac & Co. - 401K Expediter Life Vision Maximum 11.4% **
c/o Crestar Bank Growth Portfolio -
Attn: Barbara Holloway Trust Class
Attn: Demetrius Murray
P.O. Box 26665
Richmond, VA 23261

Hamac & Co. - Div Re Life Vision Growth and 98.4% **
Attn: Barbara Holloway Income Portfolio -
P.O. Box 26665 Trust Class
Richmond, VA 23261

Life Net PST 12/31 Life Vision Growth and 20.6% +
LifeNet Income Portfolio -
Attn: John St. John Trust Class
5809 Ward Court
Virginia Beach, VA 23455

Miller & Long PSP - Fund A Life Vision Growth and 10.6% +
Miller & Long Co. Inc. Income Portfolio -
Attn: Mr. Michael G. Simpson Trust Class
2824 Rugby Avenue
Bethesda, MD 20814-3054

Conmat Group-4019KP5R4W* Life Vision Growth and 9.5% +
- -PST-12/31 Income Portfolio -
Conmat Group Inc. Trust Class
Attn: Alan Deleeuwerk
P.O. Box 1347
Harrisonburg, VA 22801
</TABLE>

79
<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
PERCENTAGE TYPE OF
NAME AND ADDRESS FUND/CLASS OWNERSHIP OWNERSHIP
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Reamco Inc. PST Life Vision Growth and 8.1% +
Reamco Incorporated Income Portfolio -
Attn: Mr. Van Reames Trust Class
P.O. Box 510
Lorton, VA 22199-0510

Miller & Long PSP - Fund B Life Vision Growth and 6.6% +
Miller & Long Co. Inc. Income Portfolio -
Attn: Mr. Michael G. Simpson Trust Class
2824 Rugby Avenue
Bethesda, MD 20814-3054

Wmsbg Merchants PST 12/31 Life Vision Growth and 6.6% +
Williamsburg Merchants Inc. Income Portfolio -
Attn: Katherine Martin Trust Class
223 Parkway Drive Suite C
Williamsburg, VA 23185-4551

Hamac & Co. - Div Re Life Vision Balanced Portfolio - 87.3% **
Attn: Barbara Holloway Trust Class
P.O. Box 26665
Richmond, VA 23261

National Fruit Product Hourly 6/30 Life Vision Balanced Portfolio - 8.7% +
National Fruit Product Trust Class
P.O. Box 2040
Winchester, VA 22604

Gordon Paper Co. PST 12/31 Life Vision Balanced Portfolio - 6.2% +
Gordon Paper Company Trust Class
Attn: Mr. Daniel Gordon
P.O. Box 1806
Norfolk, VA 23501-1806

RBI Corp. 9/30 Life Vision Balanced Portfolio - 5.4% +
RBI Corporation Trust Class
Attn: Mr. William T. Miller,
President
P.O. Box 9318
Richmond, VA 23227-0318

Hamac & Co. - Div Re Life Vision Balanced Portfolio - 12.7% **
Attn: Barbara Holloway Trust Class
P.O. Box 26665
Richmond, VA 23261
- ---------------------------------------------------------------------------------------------------------
</TABLE>

** Record Ownership.
+ Beneficial Owner.

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:

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<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
PERCENTAGE TYPE OF
NAME AND ADDRESS FUND/CLASS OWNERSHIP OWNERSHIP
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SunTrust Bank Prime Quality Money Market 96.1% **
Attn: Susan Grider Fund - Trust Shares
Account No. 400010-3
Mail Center 3233
P.O. Box 105504
Atlanta, GA 30348-5504

BHC Securities Prime Quality Money Market 81.6% **
Attn: Cash Sweeps Dept. Fund -
Account No. 98820-3 Investor Shares
2005 Market Street
One Commerce Square
11th Floor
Philadelphia, PA 19103-7042

Hanna Capital LP Prime Quality Money Market 8.4% +
Attn: Ashley Johnson Fund -
Account No. 152002290-7 Investor Shares
Two Ravina Drive
Suite 1750
Atlanta, GA 30346-2216

Trustman Investment Grade Bond Fund - 62.0% **
SunTrust Banks, Trust Shares
Mutual Fund Reconciliation Unit
Account No. 400450-7
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

Trustman Investment Grade Bond Fund - 22.0% **
SunTrust Banks Trust Shares
Mutual Fund Reconciliation Unit
Account No. 400452-3
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

Trustman Investment Grade Bond Fund - 7.6% **
SunTrust Banks Trust Shares
Mutual Fund Reconciliation Unit
Account No. 400451-0
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

BHC Securities Inc. Investment Grade Bond Fund - 58.7% **
Attn: Cash Sweeps Department Investor Shares
2005 Market Street
One Commerce Square
11th Floor
Philadelphia, PA 19103-7042
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
PERCENTAGE TYPE OF
NAME AND ADDRESS FUND/CLASS OWNERSHIP OWNERSHIP
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Trustman Capital Growth Fund - 58.1% **
SunTrust Banks Trust Shares
Mutual Fund Reconciliation Unit
Account No. 400450-7
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

Trustman Capital Growth Fund - 21.2% **
SunTrust Banks Trust Shares
Mutual Fund Reconciliation Unit
Account No. 400452-3
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

BHC Securities, Inc. Capital Growth Fund - 45.9% **
Trade House Account Investor Shares
Attn: Mutual Funds
Account No. 232257761-7
One Commerce Square
2005 Market Street
Philadelphia, PA 29103-7042

Trustman Short-Term Bond Fund - 43.3% **
SunTrust Banks Trust Shares
Mutual Fund Reconciliation Unit
Account No. 400452-3
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

Trustman Short-Term Bond Fund - 42.3% **
SunTrust Banks Trust Shares
Mutual Fund Reconciliation Unit
Account No. 400450-7
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-3144

Trustman Short-Term Bond Fund - 8.3% **
SunTrust Banks Trust Shares
Mutual Fund Reconciliation Unit
Account No. 400451-0
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870
</TABLE>

82
<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
PERCENTAGE TYPE OF
NAME AND ADDRESS FUND/CLASS OWNERSHIP OWNERSHIP
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Trustman U.S. Government Securities Fund - 52.7% **
SunTrust Banks Trust Shares
Mutual Fund Reconciliation Unit
Account No. 400452-3
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

Trustman U.S. Government Securities Fund - 28.0% **
SunTrust Banks Trust Shares
Mutual Fund Reconciliation Unit
Account No. 400451-0
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

Trustman U.S. Government Securities Fund - 13.9% **
SunTrust Banks Trust Shares
Mutual Fund Reconciliation Unit
Account No. 400450-7
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

BHC Securities Inc. U.S. Government Securities Fund - 5.6% **
Attn: Mutual Funds Flex Shares
Account No. 9001350029-3
FAO 21062746
One Commerce Square
2005 Market Street Suite 1200
Philadelphia, PA 19403-7084

Trustman Small Cap Growth Stock Fund - 51.6% **
SunTrust Banks Trust Shares
Mutual Fund Reconciliation Unit
Account No. 400450-7
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

Trustman Small Cap Growth Stock Fund - 29.4% **
SunTrust Banks Trust Shares
Mutual Fund Reconciliation Unit
Account No. 400452-3
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870
</TABLE>

83
<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
PERCENTAGE TYPE OF
NAME AND ADDRESS FUND/CLASS OWNERSHIP OWNERSHIP
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Trustman Small Cap Growth Stock Fund - 17.6% **
SunTrust Banks Trust Shares
Mutual Fund Reconciliation Unit
Account No. 400451-0
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870
- ---------------------------------------------------------------------------------------------------------
</TABLE>

** Record Ownership.
+ Beneficial Owner.

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 $233,839. 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 1-800-273-7827.

STI FUNDS. Shareholder inquiries may be addressed to STI Funds in
writing at SEI Investments Distribution Co. or by calling 1-800-874-4770.

SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING ARE
REQUESTED TO VOTE BY MAIL, PHONE, THE INTERNET, OR IN PERSON AT THE MEETING.
INFORMATION ON THE VARIOUS MANNERS OF VOTING ARE SET FORTH IN THE ENCLOSED
PROXY CARD.

By the Order of the Board of Directors,

David M. Carter
Secretary
CrestFunds, Inc.

84
<PAGE>

EXHIBIT A

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as
of this 1st day of April, 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;

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<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

86
<PAGE>

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 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

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<PAGE>

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

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<PAGE>

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 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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<PAGE>

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 17, 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 24, 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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<PAGE>

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.

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(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 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.

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(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 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 a 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

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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.

(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.

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(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.

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.

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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.

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:

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(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.

(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/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.

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(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/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 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 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 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/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/Proxy Statement include
and relate to only the text of such Prospectus/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.

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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.

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

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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/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/Proxy Statement and the applicable Closing
Date, which are required to be described in the Prospectus/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/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.

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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/Proxy Statement include
and relate to only the text of such Prospectus/Proxy Statement and not to any
exhibits or attachments thereto or to any documents incorporated by reference
therein.

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.

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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:

(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.

103
<PAGE>

(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 related to the
Reorganization that are incurred by the Selling Funds will be allocated pro rata
among the Selling Funds and the amount so allocated will be allocated to each
class of the related Selling Funds, as determined by the Board of Directors of
CrestFunds. Reorganization 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 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) a portion of the expenses associated with the
preparation and filing of this Prospectus/Proxy Statement; (b) federal
registration fees; (c) 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
Selling Funds 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 Acquiring Funds.

104
<PAGE>

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 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.

105
<PAGE>

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

106
<PAGE>

Trustees nor such execution and delivery by such officers shall not be deemed to
have been made by any of them individually or to 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: /s/ Kevin P. Robins
-------------------
Name: Kevin P. Robins
Title: Vice President

CRESTFUNDS, INC.

By: /s/ Kevin P. Robins
-------------------
Name: Kevin P. Robins
Title: Vice President

107
<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
- --------------------------------------------------------------------------------

108
<PAGE>

- --------------------------------------------------------------------------------
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

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 Virginia Intermediate Municipal
Municipal Bond Fund Bond 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 Portfolio
- Trust Class - Trust Shares

Balanced Portfolio Life Vision Balanced Portfolio
- Trust Class - Trust Shares
- --------------------------------------------------------------------------------

109
<PAGE>

EXHIBIT B

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

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/ Anthony R. Gray

Anthony R. Gray
Chairman, Chief Investment Officer

110
<PAGE>

[GRAPH]

TRUST SHARES

COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Annualized Annualized Annualized Cumulative
One Year 3 Year 5 Year Inception Inception
Return Return Return to Date to Date
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
29.51% 27.69% 18.19% 18.16% 168.33%
- --------------------------------------------------------------------------------
</TABLE>

- - STI Classic Capital Growth Fund, Trust Shares
- - S&P 500 Composite Index
- - Lipper Growth Funds Average

[GRAPH]

INVESTOR SHARES

COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Annualized Annualized Annualized Cumulative
One Year 3 Year 5 Year Inception Inception
Return Return Return to Date to Date
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
28.71% 26.86% 17.43% 17.92% 167.77% Without load
- --------------------------------------------------------------------------------
23.85% 25.26% 16.54% 17.17% 157.72% With load
- --------------------------------------------------------------------------------
</TABLE>

- - STI Classic Capital Growth Fund, Investor Shares
- - S&P 500 Composite Index
- - Lipper Growth Funds Average

[GRAPH]

FLEX SHARES

COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT

<TABLE>
<CAPTION>
- ----------------------------------------------
Annualized Cumulative
One Year Inception Inception
Return to Date to Date
- ----------------------------------------------
<S> <C> <C>
28.12% 26.26% 101.28% Without load
- ----------------------------------------------
26.12% With load
- ---------------
</TABLE>

- - STI Classic Capital Growth Fund, Flex Shares
- - S&P 500 Composite Index
- - Lipper Growth Funds Average

Past performance is no indication of future performance.
The Funds' comparative benchmarks do not include the annual operating expenses
incurred by the Fund.

111
<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/ L. Earl Denney, CFA

L. Earl Denney, CFA
Managing Director

112
<PAGE>

[GRAPH]

TRUST SHARES

COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Annualized Annualized Annualized Cumulative
One Year 3 Year 5 Year Inception Inception
Return Return Return to Date to Date
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
10.92% 7.27% 6.63% 7.04% 49.12%
- --------------------------------------------------------------------------------
</TABLE>

- - STI Classic Investment Grade Bond Fund, Trust Shares
- - Lehman Brothers Government/Corporate Bond Index
- - Lipper Intermediate Investment Grade Debt Average

[GRAPH]

INVESTOR SHARES

COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Annualized Annualized Annualized Cumulative
One Year 3 Year 5 Year Inception Inception
Return Return Return to Date to Date
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
10.49% 6.85% 6.25% 6.73% 47.55% Without load
- --------------------------------------------------------------------------------
6.31% 5.50% 5.43% 6.05% 42.01% With load
- --------------------------------------------------------------------------------
</TABLE>

- - STI Classic Investment Grade Bond Fund, Investor Shares
- - Lehman Brothers Government/Corporate Bond Index
- - Lipper Intermediate Investment Grade Debt Average

[GRAPH]

FLEX SHARES

COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT

<TABLE>
<CAPTION>
- ----------------------------------------------
Annualized Cumulative
One Year Inception Inception
Return to Date to Date
- ----------------------------------------------
<S> <C> <C>
9.99% 6.19% 19.63% Without load
- ----------------------------------------------
7.99% With load
- ---------------
</TABLE>

- - STI Classic Investment Grade Bond Fund, Flex Shares
- - Lehman Brothers Government/Corporate Bond Index
- - Lipper Intermediate Investment Grade Debt Average

Past performance is no indication of future performance.
The Funds' comparative benchmarks do not include the annual operating expenses
incurred by the Fund.

113
<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/ David S. Yealy

David S. Yealy
Vice President

114
<PAGE>

[GRAPH]

TRUST SHARES

COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Annualized Annualized Annualized Cumulative
One Year 3 Year 5 Year Inception Inception
Return Return Return to Date to Date
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
7.31% 6.01% 5.51% 5.47% 32.01%
- --------------------------------------------------------------------------------
</TABLE>

- - STI Classic Short-Term Bond Fund, Trust Shares
- - Salomon 1-3 Year Treasury/Government Sponsored/Corporate Index
- - Salomon One Year Treasury Benchmark On-the-Run

[GRAPH]

INVESTOR SHARES

COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Annualized Annualized Annualized Cumulative
One Year 3 Year 5 Year Inception Inception
Return Return Return to Date to Date
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
7.19% 5.79% 5.31% 5.17% 29.92% Without load
- --------------------------------------------------------------------------------
5.07% 5.10% 4.89% 4.75% 27.27% With load
- --------------------------------------------------------------------------------
</TABLE>

- - STI Classic Short-Term Bond Fund, Investor Shares
- - Salomon 1-3 Year Treasury/Government Sponsored/Corporate Index
- - Salomon One Year Treasury Benchmark On-the-Run

[GRAPH]

FLEX SHARES

COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT

<TABLE>
<CAPTION>
- ----------------------------------------------
Annualized Cumulative
One Year Inception Inception
Return to Date to Date
- ----------------------------------------------
<S> <C> <C>
6.84% 5.42% 16.84% Without load
- ----------------------------------------------
4.84% With load
- ---------------
</TABLE>

- - STI Classic Short-Term Bond Fund, Flex Shares
- - Salomon 1-3 Year Treasury/Government Sponsored/Corporate Index
- - Salomon One Year Treasury Benchmark On-the-Run

Past performance is no indication of future performance.
The Funds' comparative benchmarks do not include the annual operating expenses
incurred by the Fund.

115
<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/ Charles B. Leonard

Charles B. Leonard, CFA
First Vice President

/s/ Michael L. Ford

Michael L. Ford
Associate

116
<PAGE>

[GRAPH]

TRUST SHARES

COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT

<TABLE>
<CAPTION>
- -------------------------------------------------------------
Annualized Annualized Cumulative
One Year 3 Year Inception Inception
Return Return to Date to Date
- -------------------------------------------------------------
<S> <C> <C> <C>
10.76% 6.97% 7.73% 32.98%
- -------------------------------------------------------------
</TABLE>

- - STI Classic U.S. Government Securities Fund, Trust Shares
- - Lipper Intermediate Government Funds Average

[GRAPH]

INVESTOR SHARES

COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT

<TABLE>
<CAPTION>
- -------------------------------------------------------------
Annualized Annualized Cumulative
One Year 3 Year Inception Inception
Return Return to Date to Date
- -------------------------------------------------------------
<S> <C> <C> <C>
10.23% 6.59% 7.12% 31.51% Without load
- -------------------------------------------------------------
6.10% 5.24% 6.09% 26.57% With load
- -------------------------------------------------------------
</TABLE>

- - STI Classic U.S. Government Securities Fund, Investor Shares
- - Lipper Intermediate Government Funds Average

[GRAPH]

FLEX SHARES

COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT

<TABLE>
<CAPTION>
- ----------------------------------------------
Annualized Cumulative
One Year Inception Inception
Return to Date to Date
- ----------------------------------------------
<S> <C> <C>
9.78% 5.89% 18.62% Without load
- ----------------------------------------------
7.78% With load
- ---------------
</TABLE>

- - STI Classic U.S. Government Securities Fund, Flex Shares
- - Lipper Intermediate Government Funds Average

Past performance is no indication of future performance.
The Funds' comparative benchmarks do not include the annual operating expenses
incurred by the Fund.

117