STI CLASSIC FUNDS
497, 1996-03-29
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<PAGE>
                               STI CLASSIC FUNDS
 
                              CAPITAL GROWTH FUND
                            VALUE INCOME STOCK FUND
                             AGGRESSIVE GROWTH FUND
                                 BALANCED FUND
                              SUNBELT EQUITY FUND
                        INTERNATIONAL EQUITY INDEX FUND
                                  TRUST SHARES
                       SUPPLEMENT DATED MARCH 29, 1996 TO
                        PROSPECTUS DATED OCTOBER 1, 1995
 
    This   supplement  provides  new  and  additional  information  beyond  that
contained in the Prospectus and should be retained and read in conjunction  with
such Prospectus.
 
    The  Board of Trustees,  at a meeting  held on February  21, 1996 approved a
change of  name for  the Aggressive  Growth  Fund to  Mid-Cap Equity  Fund  (the
"Fund")  and adopted new  policies for the  Fund. These changes  are designed to
reflect more  accurately the  investment  policies of  the Fund.  The  following
should  be read  in conjunction  with the  description of  the Fund's investment
objective that  appears on  page 5  of the  Prospectus, and  replaces the  first
paragraph  in the discussion  of the Fund's Investment  Policies that appears on
page 7 of the Prospectus:
 
    MID-CAP EQUITY FUND
 
        The Mid-Cap Equity Fund invests primarily in a diversified portfolio
    of common  stocks, preferred  stocks,  and securities  convertible  into
    common  stocks of small  to midsize companies, (i.e.,  $50 million to $1
    billion and $500  million to  $5 billion, respectively,  as measured  by
    their  market  capitalization), with  above-average growth  of earnings.
    Under normal conditions, at  least 80% of the  total assets of the  Fund
    will   be  invested   in  equity   securities,  and   as  a   matter  of
    non-fundamental policy, the Fund will invest at least 65% of its  assets
    in  midsize companies. Current income will not be an important criterion
    of investment  selection  and  any  such  income  should  be  considered
    incidental.  In  selecting securities  for  the Fund,  the  Advisor will
    evaluate factors  such as  the issuer's  background, industry  position,
    historical  returns on equity  and experience and  qualifications of the
    management team.
 
                       PLEASE RETAIN FOR FUTURE REFERENCE
<PAGE>
                               STI CLASSIC FUNDS
 
                              CAPITAL GROWTH FUND
                            VALUE INCOME STOCK FUND
                             AGGRESSIVE GROWTH FUND
                                 BALANCED FUND
                              SUNBELT EQUITY FUND
                        INTERNATIONAL EQUITY INDEX FUND
                                INVESTOR SHARES
                       SUPPLEMENT DATED MARCH 29, 1996 TO
                        PROSPECTUS DATED OCTOBER 1, 1995
 
    This  supplement  provides  new  and  additional  information  beyond   that
contained  in the Prospectus and should be retained and read in conjunction with
such Prospectus.
 
    Effective  March  29,   1996,  the   "STI  CLASSIC   FUNDS  INFORMATION   --
Distribution"  section  of  the Prospectus  should  be expanded  to  include the
following paragraph:
 
       "With respect to each of the Funds, the Distributor may, from time
       to time and at its own expense, provide promotional incentives, in
       the form  of  cash or  other  compensation, to  certain  financial
       institutions  whose representatives  have sold or  are expected to
       sell significant amounts of these Funds."
                            ------------------------
 
    The Board of Trustees,  at a meeting  held on February  21, 1996 approved  a
change  of  name for  the Aggressive  Growth  Fund to  Mid-Cap Equity  Fund (the
"Fund") and adopted  new policies for  the Fund. These  changes are designed  to
reflect  more  accurately the  investment policies  of  the Fund.  The following
should be read  in conjunction  with the  description of  the Fund's  investment
objective  that appears  on page  5 of  the Prospectus,  and replaces  the first
paragraph in the discussion  of the Fund's Investment  Policies that appears  on
page 7 of the Prospectus:
 
    MID-CAP EQUITY FUND
 
        The Mid-Cap Equity Fund invests primarily in a diversified portfolio
    of  common  stocks, preferred  stocks,  and securities  convertible into
    common stocks of small  to midsize companies, (i.e.,  $50 million to  $1
    billion  and $500  million to $5  billion, respectively,  as measured by
    their market  capitalization), with  above-average growth  of  earnings.
    Under  normal conditions, at least  80% of the total  assets of the Fund
    will  be   invested  in   equity  securities,   and  as   a  matter   of
    non-fundamental  policy, the Fund will invest at least 65% of its assets
    in midsize companies. Current income will not be an important  criterion
    of  investment  selection  and  any  such  income  should  be considered
    incidental. In  selecting  securities for  the  Fund, the  Advisor  will
    evaluate  factors such  as the  issuer's background,  industry position,
    historical returns on  equity and experience  and qualifications of  the
    management team.
 
                            ------------------------
 
                       PLEASE RETAIN FOR FUTURE REFERENCE
<PAGE>
                               STI CLASSIC FUNDS
 
                           INVESTMENT GRADE BOND FUND
                     INVESTMENT GRADE TAX-EXEMPT BOND FUND
                        U.S. GOVERNMENT SECURITIES FUND
                 LIMITED-TERM FEDERAL MORTGAGE SECURITIES FUND
                              SHORT-TERM BOND FUND
                    SHORT-TERM U.S. TREASURY SECURITIES FUND
                          FLORIDA TAX-EXEMPT BOND FUND
                          GEORGIA TAX-EXEMPT BOND FUND
                         TENNESSEE TAX-EXEMPT BOND FUND
                        PRIME QUALITY MONEY MARKET FUND
                  U.S. GOVERNMENT SECURITIES MONEY MARKET FUND
                          TAX-EXEMPT MONEY MARKET FUND
                              CAPITAL GROWTH FUND
                            VALUE INCOME STOCK FUND
                             AGGRESSIVE GROWTH FUND
                                 BALANCED FUND
                              SUNBELT EQUITY FUND
                        INTERNATIONAL EQUITY INDEX FUND
                                  FLEX SHARES
                       SUPPLEMENT DATED MARCH 29, 1996 TO
                        PROSPECTUS DATED OCTOBER 1, 1995
 
    This   supplement  provides  new  and  additional  information  beyond  that
contained in the Prospectus and should be retained and read in conjunction  with
such Prospectus.
 
    Effective   March  29,   1996,  the   "STI  CLASSIC   FUNDS  INFORMATION  --
Distribution" section  of  the Prospectus  should  be expanded  to  include  the
following paragraph:
 
           "With  respect to each of the Funds, the Distributor may, from
       time  to  time  and  at  its  own  expense,  provide   promotional
       incentives,  in the form of cash or other compensation, to certain
       financial institutions  whose  representatives have  sold  or  are
       expected to sell significant amounts of these Funds."
                            ------------------------
 
    The  Board of Trustees,  at a meeting  held on February  21, 1996 approved a
change of  name for  the Aggressive  Growth  Fund to  Mid-Cap Equity  Fund  (the
"Fund")  and adopted new  policies for the  Fund. These changes  are designed to
reflect more  accurately the  investment  policies of  the Fund.  The  following
should  be read  in conjunction  with the  description of  the Fund's investment
objective that  appears on  page 5  of the  Prospectus, and  replaces the  first
paragraph  in the discussion  of the Fund's Investment  Policies that appears on
page 7 of the Prospectus:
 
    MID-CAP EQUITY FUND
 
        The Mid-Cap Equity Fund invests primarily in a diversified portfolio
    of common  stocks, preferred  stocks,  and securities  convertible  into
    common  stocks of small  to midsize companies, (i.e.,  $50 million to $1
    billion and $500  million to  $5 billion, respectively,  as measured  by
    their  market  capitalization), with  above-average growth  of earnings.
    Under normal  conditions,  at least  80%  of  the total  assets  of  the
<PAGE>
    Fund  will  be  invested  in  equity  securities,  and  as  a  matter of
    non-fundamental policy, the Fund will invest at least 65% of its  assets
    in  midsize companies. Current income will not be an important criterion
    of investment  selection  and  any  such  income  should  be  considered
    incidental.  In  selecting securities  for  the Fund,  the  Advisor will
    evaluate factors  such as  the issuer's  background, industry  position,
    historical  returns on equity  and experience and  qualifications of the
    management team.
 
                            ------------------------
 
                       PLEASE RETAIN FOR FUTURE REFERENCE
<PAGE>
                               STI CLASSIC FUNDS
 
                                INVESTOR SHARES
                                  FLEX SHARES
                       SUPPLEMENT DATED MARCH 29, 1996 TO
                        PROSPECTUS DATED OCTOBER 1, 1995
 
    This  supplement  provides  new  and  additional  information  beyond   that
contained  in the Investment  Grade Bond Fund,  Investment Grade Tax-Exempt Bond
Fund, U.S. Government Securities Fund, Limited-Term Federal Mortgage  Securities
Fund,  Short-Term Bond Fund,  Short-Term U.S. Treasury  Securities Fund, Florida
Tax-Exempt Bond Fund,  Georgia Tax-Exempt Bond  Fund, Tennessee Tax-Exempt  Bond
Fund,  Prime Quality Money Market Fund,  U.S. Government Securities Money Market
Fund, Tax-Exempt Money Market Fund  Investor Class Prospectus and  International
Equity  Fund  Investor/Flex  Prospectus  and  should  be  retained  and  read in
conjunction with such Prospectuses.
 
    Effective  March  29,   1996,  the   "STI  CLASSIC   FUNDS  INFORMATION   --
Distributions"  section  of the  Prospectus should  be  expanded to  include the
following paragraph:
 
       "With respect to each of the Funds, the Distributor may, from time
       to time and at its own expense, provide promotional incentives, in
       the form  of  cash or  other  compensation, to  certain  financial
       institutions  whose representatives  have sold or  are expected to
       sell significant amounts of these Funds."
 
                       PLEASE RETAIN FOR FUTURE REFERENCE
<PAGE>
                               STI CLASSIC FUNDS
 
                           INTERNATIONAL EQUITY FUND
                              FLEX/INVESTOR SHARES
                       SUPPLEMENT DATED MARCH 27, 1996 TO
                       PROSPECTUS DATED OCTOBER 31, 1995,
                       AS SUPPLEMENTED DECEMBER 21, 1995
 
    This   supplement  provides  new  and  additional  information  beyond  that
contained in the Prospectus and should be retained and read in conjunction  with
such Prospectus.
 
    Effective   March  27,   1996,  the   "STI  CLASSIC   FUNDS  INFORMATION  --
Distributions" section  of the  Prospectus  should be  expanded to  include  the
following paragraph:
 
    "With  respect to each of  the Funds, the Distributor  may, from time to
    time and at its own expense, provide promotional incentives, in the form
    of cash or other compensation,  to certain financial institutions  whose
    representatives have sold or are expected to sell significant amounts of
    these Funds."
 
                            ------------------------
 
                       PLEASE RETAIN FOR FUTURE REFERENCE


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