STI CLASSIC FUNDS
497, 1998-01-20
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<PAGE>
PROSPECTUS
 
GENERAL INFORMATION
AND CONTENTS
 
<TABLE>
<C>        <S>
        1  ABOUT THE TRUST
      ---
 
        1  CAPITAL GROWTH FUND
      ---
 
        3  VALUE INCOME STOCK FUND
      ---
 
        5  SUNBELT EQUITY FUND
      ---
 
        7  INVESTMENT GRADE BOND FUND
      ---
 
        9  SHORT-TERM BOND FUND
      ---
 
       11  PRIME QUALITY MONEY MARKET FUND
      ---
 
       14  RISK CONSIDERATIONS
      ---
 
       19  PURCHASING FUND SHARES
      ---
 
       21  TAX INFORMATION
      ---
 
       25  FUND INVESTMENTS
      ---
 
       26  MORE ABOUT INVESTMENTS AND HEDGING TOOLS
      ---
</TABLE>
 
October 1, 1997
(as revised January 16, 1998)
 
    The STI Classic Funds (the Trust) is a mutual fund that offers shares in a
number of separate investment portfolios (each a Fund and, collectively, the
Funds). This Prospectus gives you important information about the Funds that you
should know before investing. Please read this Prospectus, and keep it for
future reference.
 
    The Securities and Exchange Commission has not approved or disapproved of
the Trust's Shares. The Securities and Exchange Commission has not reviewed or
approved of the accuracy or adequacy of this Prospectus. Any statement or
indication to the contrary is a criminal offense.
 
    The Funds:
    - are not bank deposits
    - are not federally insured
    - are not guaranteed by any bank or government agency
    - are not guaranteed to achieve their goals.
 
    Investing in the Funds involves risk. You could lose money.
 
    An investment in the Money Market Fund is neither insured nor guaranteed by
the U.S. Government. There can be no assurance that the Money Market Fund will
be able to maintain a constant value of $1.00 per share.
<PAGE>
                                                          PROSPECTUS  1
 
ABOUT THE TRUST
 
    STI Classic Funds is a diversified, open-end management investment company.
The Funds provide a convenient and economical way for you to invest in a number
of professionally managed portfolios of securities. This Prospectus relates to
the Trust Shares of the Capital Growth Fund, Value Income Stock Fund, and
Sunbelt Equity Fund (the Equity Funds), Investment Grade Bond Fund and
Short-Term Bond Fund (the Fixed Income Funds and, with the Equity Funds, the
Non-Money Market Funds) and Prime Quality Money Market Fund (the Money Market
Fund).
 
ABOUT THE MONEY MARKET FUND
 
    The Money Market Fund is governed by SEC rules which impose certain quality,
maturity, and diversification requirements. The Fund's assets are valued using
the amortized cost method, which enables the Money Market Fund to maintain a
stable net asset value per share. All securities purchased by the Money Market
Fund must have remaining maturities of 13 months or less.
 
FUND INFORMATION -- EQUITY FUNDS
 
Capital Growth Fund
Fund Objective
 
[LOGO]
           The Capital Growth Fund seeks to provide capital appreciation by
investing primarily in a portfolio of common stocks, warrants, and securities
convertible into common stock which, in its Advisor's opinion, are undervalued
in the marketplace at the time of purchase.
 
Portfolio Investments
 
[LOGO]
          The Fund primarily invests in a diversified portfolio of undervalued
equity securities traded in the United States.
 
    Based on its analysis of overall business cycles, the Advisor rotates the
Fund's investments between various market sectors.
 
    The Fund may invest in securities of foreign issuers, high yield securities,
and shares issued by money market investment companies. To some extent, the Fund
may invest in other securities and engage in other investment practices. See
"FUND INVESTMENTS."
 
Risk Considerations
 
[LOGO]
         The Capital Growth Fund is subject to the following types of risks:
 
    - Fund Risk;
 
    - Market Risk;
 
    - Credit Risk;
 
    - Event Risk;
 
    - High-Yield Security Risks;
 
    - Foreign Security Risks; and
 
    - Currency Risk.
 
    For a description of these risks, please see "RISK CONSIDERATIONS."
<PAGE>
2  PROSPECTUS
 
Fund Management
 
[LOGO]
           Mr. Anthony Gray has managed the Capital Growth Fund since it began
operating. He has more than 30 years of investment experience, and has served as
Chairman and Chief Executive Officer of STI Capital Management, N.A. since 1979.
 
Transaction and Operating Expenses
 
[LOGO]
         The purpose of the following table is to help you understand the
         various costs and expenses that you, as a shareholder, will bear
         directly or indirectly when you invest in Trust Shares of the CAPITAL
         GROWTH FUND.
 
<TABLE>
<S>                                                                                           <C>        <C>
Shareholder Transaction Expenses                                                                   None
 
Annual Fund Operating Expenses (as a percentage of net assets)
  Investment Advisory Fees After Fee Waivers(1)                                                   1.05%
  Other Expenses                                                                                   .12%
  Total Fund Operating Expenses After Fee Waivers(2)                                              1.17%
</TABLE>
 
(1) ABSENT VOLUNTARY WAIVERS, INVESTMENT ADVISORY FEES WOULD BE 1.15%.
 
(2) ABSENT THE FEE WAIVER DESCRIBED ABOVE, TOTAL FUND OPERATING EXPENSES WOULD
    BE 1.27%. THIS FEE WAIVER IS VOLUNTARY AND MAY BE DISCONTINUED AT ANY TIME
    AT THE ADVISOR'S DISCRETION.
 
<TABLE>
<CAPTION>
EXAMPLE                                             1 Year    3 Years   5 Years                  10 Years
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>        <C>       <C>        <C>                                    <C>
 
You would pay the following expenses on a $1,000 investment, assuming
  (1) a 5% annual return; and
  (2) redemption at the end of each time period.     $12        $37       $64       $                             142
</TABLE>
 
    The information contained in this table should not be considered a
representation of past or future expenses. Actual expenses may be more or less
than those shown.
<PAGE>
                                                          PROSPECTUS  3
 
Financial and Performance Highlights
 
[LOGO]
       The table that follows presents information about the investment results
       of the Trust Shares of the CAPITAL GROWTH FUND. The financial highlights
       for the Fund for the periods from inception through May 31, 1997 have
       been audited by Arthur Andersen LLP, independent public accountants,
       whose report appears in STI Classic Fund's annual report and accompanies
       the Statement of Additional Information. The annual report for the Fund,
       which contains more information about performance, is available at no
charge by calling 1-800-874-4770.
- ---------------------
Capital Growth Fund
- ---------------------
For a Share Outstanding Throughout The Period Ended May 31,
<TABLE>
<CAPTION>
                                                    Realized and
                           Net Asset      Net        Unrealized    Distributions
                             Value     Investment    Net Gains       from Net      Distributions   Net Asset
                           Beginning     Income     (Losses) on     Investment     from Realized   Value End       Total
                           of Period     (Loss)     Investments       Income       Capital Gains   of Period       Return
                           ---------   ----------   ------------   -------------   -------------   ----------   ------------
<S>                        <C>         <C>          <C>            <C>             <C>             <C>          <C>            <C>
  1997                      $14.90       $0.12         $3.13          $(0.12)         $(2.94)        $15.09           24.66%
  1996                       12.18        0.12          3.32           (0.13)          (0.59)         14.90           28.97%
  1995                       11.99        0.16          0.57           (0.14)          (0.40)         12.18            6.63%
  1994                       11.95        0.16          0.31           (0.17)          (0.26)         11.99            3.87%
  1993(1)                    10.36        0.12          1.57           (0.10)           --            11.95           17.90%*
 
<CAPTION>
                                                                                       Ratio of Net
                                                        Ratio of       Ratio of         Investment
                                                          Net         Expenses to      Income (Loss)
                                                       Investment     Average Net     to Average Net
                                           Ratio of      Income         Assets            Assets
                            Net Assets     Expenses    (Loss) to      (Excluding        (Excluding      Portfolio      Average
 
                              End of      to Average    Average       Waivers and       Waivers and     Turnover     Commission
 
                           Period (000)   Net Assets   Net Assets   Reimbursements)   Reimbursements)   Rate(2)        Rate**
 
                           ------------   ----------   ----------   ---------------   ---------------   --------   ---------------
 
<S>                        <C>            <C>          <C>          <C>               <C>               <C>        <C>
  1997                       $1,085,128     1.15%        0.83%          1.25%             0.73%             141%      $0.0620
 
  1996                          981,498     1.15%        0.90%          1.27%             0.78%             156%      --
 
  1995                          984,205     1.15%        1.38%          1.28%             1.25%             128%      --
 
  1994                          891,870     1.15%        1.25%          1.29%             1.11%             124%      --
 
  1993(1)                       507,692     1.15%*       1.43%*         1.28%*            1.30%*             95%      --
 
</TABLE>
 
 * ANNUALIZED.
 
** AVERAGE COMMISION RATE PAID PER SHARE FOR SECURITY PURCHASES AND SALES DURING
   THE PERIOD. PRESENTATION OF THE RATE IS REQUIRED FOR FISCAL YEARS BEGINNING
   AFTER SEPTEMBER 1, 1995.
 
(1) COMMENCED OPERATIONS ON JUNE 8, 1992.
 
(2) A PORTFOLIO TURNOVER RATE OF 100% OR MORE, IF CONTINUED, WILL LIKELY RESULT
    IN HIGHER BROKERAGE COMMISSIONS, HIGHER LEVELS OF REALIZED CAPITAL GAINS AND
    ADDITIONAL TAXES THAN IF THE TURNOVER RATE WAS LOWER.
 
Value Income Stock Fund
Fund Objective
 
[LOGO]
           The Value Income Stock Fund seeks to provide current income with a
secondary goal of achieving capital appreciation by investing primarily in
equity securities.
 
Portfolio Investments
 
[LOGO]
          The Fund strives to provide a yield, above that of the S&P 500 Stock
Index. The Fund primarily invests in equity securities of companies that have a
market capitalization of at least $500 million and that have a history of paying
regular dividends.
 
    The Fund may invest in securities of foreign issuers, high yield securities,
futures, options, and securities issued by companies with smaller market
capitalizations. To some extent, the Fund may invest in other securities and
engage in other investment practices. See "FUND INVESTMENTS."
<PAGE>
    4  PROSPECTUS
 
Risk Considerations
 
[LOGO]
         The Value Income Stock Fund is subject to the following types of risks:
 
    - Fund Risk;
 
    - Market Risk;
 
    - Small Issuer Risk;
 
    - Credit Risk;
 
    - Event Risk;
 
    - Hedging Risks;
 
    - High-Yield Security Risks;
 
    - Foreign Security Risks; and
 
    - Currency Risk.
 
    For a description of these risks, please see "RISK CONSIDERATIONS."
 
Fund Management
 
[LOGO]
           Mr. Mills Riddick, CFA, is Senior Vice President, STI Capital
Management, N.A. and has managed the Value Income Stock Fund since April, 1995.
He has more than 15 years of investment experience, and has been a value
portfolio manager at STI Capital Management since 1989. Prior to joining STI
Capital Management, N.A., Mr. Riddick served as a broker with Drexel Burnham
Lambert.
 
Transaction and Operating Expenses
 
[LOGO]
         The purpose of the following table is to help you understand the
         various costs and expenses that you, as a shareholder, will bear
         directly or indirectly when you invest in Trust Shares of the VALUE
         INCOME STOCK FUND.
 
<TABLE>
<S>                                                                                           <C>        <C>
Shareholder Transaction Expenses                                                                   None
 
Annual Fund Operating Expenses (as a percentage of net assets)
  Investment Advisory Fees                                                                         .80%
  Other Expenses                                                                                   .17%
  Total Fund Operating Expenses                                                                    .97%
</TABLE>
 
<TABLE>
<CAPTION>
EXAMPLE                                             1 Year    3 Years   5 Years                  10 Years
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>        <C>       <C>        <C>                                    <C>
 
You would pay the following expenses on a $1,000 investment, assuming
  (1) a 5% annual return; and
  (2) redemption at the end of each time period.     $10        $31       $54       $                             119
</TABLE>
 
    The information contained in this table should not be considered a
representation of past or future expenses. Actual expenses may be more or less
than those shown.
<PAGE>
                                                          PROSPECTUS  5
 
Financial and Performance Highlights
[LOGO]
       The table that follows presents information about the investment results
       of the Trust Shares of the VALUE INCOME STOCK FUND. The financial
       highlights for the Fund for the periods from inception through May 31,
       1997 have been audited by Arthur Andersen LLP, independent public
       accountants, whose report appears in STI Classic Fund's annual report and
       accompanies the Statement of Additional Information. The annual report
for the Fund, which contains more information about performance, is available at
no charge by calling 1-800-874-4770.
- -------------------------
Value Income Stock Fund
- -------------------------
For a Share Outstanding Throughout The Period Ended May 31,
<TABLE>
<CAPTION>
                                                    Realized and                                      Net
                           Net Asset      Net        Unrealized    Distributions                     Asset
                             Value     Investment    Net Gains       from Net      Distributions     Value
                           Beginning     Income     (Losses) on     Investment     from Realized     End of        Total
                           of Period     (Loss)     Investments       Income       Capital Gains     Period        Return
                           ---------   ----------   ------------   -------------   -------------   ----------   ------------
  1997                      $13.15       $0.30         $2.32          $(0.30)         $(1.76)        $  13.71     22.18%
<S>                        <C>         <C>          <C>            <C>             <C>             <C>          <C>
  1996                       11.59        0.35          2.71           (0.34)          (1.16)           13.15     27.91%
  1995                       10.54        0.32          1.56           (0.32)          (0.51)           11.59     19.06%
  1994                       10.23        0.29          0.70           (0.32)          (0.36)           10.54      9.95%
  1993(1)                    10.00        0.11          0.16           (0.04)         --                10.23      9.05%*
 
<CAPTION>
                                                                                       Ratio of Net
                                                        Ratio of       Ratio of         Investment
                                                          Net         Expenses to      Income (Loss)
                               Net                     Investment     Average Net     to Average Net
                              Assets       Ratio of      Income         Assets            Assets
                              End of       Expenses    (Loss) to      (Excluding        (Excluding      Portfolio  Average
                              Period      to Average    Average       Waivers and       Waivers and     Turnover   Commission
 
                              (000)       Net Assets   Net Assets   Reimbursements)   Reimbursements)   Rate(2)     Rate**
                           ------------   ----------   ----------   ---------------   ---------------   --------   --------
  1997                       $1,488,062     0.91%        2.40%          0.91%             2.40%             105%   $0.0609
<S>                        <C>            <C>          <C>          <C>               <C>               <C>        <C>
  1996                        1,244,399     0.92%        2.86%          0.92%             2.86%             134%     --
  1995                          991,977     0.95%        3.16%          0.95%             3.16%             126%     --
  1994                          573,082     0.88%        3.21%          0.97%             3.12%             149%     --
  1993(1)                       137,761     0.80%*       4.32%*         0.96%*            4.16%*             35%     --
</TABLE>
 
 * ANNUALIZED.
 
** AVERAGE COMMISSION RATE PAID PER SHARE FOR SECURITY PURCHASES AND SALES
   DURING THE PERIOD. PRESENTATION OF THE RATE IS REQUIRED FOR FISCAL YEARS
   BEGINNING AFTER SEPTEMBER 1, 1995.
 
(1) COMMENCED OPERATIONS ON FEBRUARY 12, 1993.
 
(2) A PORTFOLIO TURNOVER RATE OF 100% OR MORE, IF CONTINUED, WILL LIKELY RESULT
    IN HIGHER BROKERAGE COMMISSIONS, HIGHER LEVELS OF REALIZED CAPITAL GAINS AND
    ADDITIONAL TAXES THAN IF THE TURNOVER RATE WAS LOWER.
 
Sunbelt Equity Fund
Fund Objective
 
[LOGO]
           The Sunbelt Equity Fund seeks to provide capital appreciation by
investing substantially all, and under normal market conditions at least 65%, of
its assets in common stocks, preferred stocks, warrants, and securities
convertible into common stock of U.S. companies headquartered and/or conducting
a substantial portion of their operations in the southern region of the U.S.
Current income will not be an important criterion of investment selection and
any such income should be considered incidental.
 
Portfolio Investments
 
[LOGO]
          The Fund primarily invests in a diversified portfolio of equity
          securities of
 
U.S. companies headquartered and/or conducting a substantial portion of their
operations in the southern region of the U.S. Stocks chosen for the Fund are
primarily of U.S. companies headquartered and/or operating in the following U.S.
states:
 
    - Texas
 
    - Arkansas
 
    - Alabama
 
    - Mississippi
 
    - Tennessee
 
    - Kentucky
 
    - Florida
 
    - Virginia
 
    - Georgia
 
    - North Carolina
 
    - South Carolina
 
    - Louisiana
<PAGE>
6  PROSPECTUS
 
    The Fund may invest in high yield securities, futures and options. To some
extent, the Fund may invest in other securities and engage in other investment
practices. See "FUND INVESTMENTS."
 
Risk Considerations
 
[LOGO]
         The Sunbelt Equity Fund is subject to the following types of risks:
 
    - Fund Risk;
 
    - Market Risk;
 
    - Credit Risk;
 
    - Geographic Risk;
 
    - Hedging Risks; and
 
    - High-Yield Security Risks.
 
    For a description of these risks, please see "RISK CONSIDERATIONS."
 
Fund Management
 
[LOGO]
           Mr. James Foster has managed the Sunbelt Equity Fund since it began
operating. He has served as Vice President of Trusco Capital Management, Inc.
since 1989, and has more than 27 years of investment experience.
 
Transaction and Operating Expenses
 
[LOGO]
         The purpose of the following table is to help you understand the
         various costs and expenses that you, as a shareholder, will bear
         directly or indirectly when you invest in Trust Shares of the SUNBELT
         EQUITY FUND.
 
<TABLE>
<S>                                                                                           <C>        <C>
Shareholder Transaction Expenses                                                                   None
 
Annual Fund Operating Expenses (as a percentage of net assets)
  Investment Advisory Fees After Fee Waivers(1)                                                   1.04%
  Other Expenses                                                                                   .13%
  Total Fund Operating Expenses After Fee Waivers(2)                                              1.17%
</TABLE>
 
(1) ABSENT VOLUNTARY WAIVERS, INVESTMENT ADVISORY FEES WOULD BE 1.15%.
 
(2) ABSENT THE FEE WAIVER DESCRIBED ABOVE, TOTAL FUND OPERATING EXPENSES WOULD
    BE 1.28%.THIS FEE WAIVER IS VOLUNTARY AND MAY BE DISCONTINUED AT ANY TIME AT
    THE ADVISOR'S DISCRETION.
 
<TABLE>
<CAPTION>
                                                                                    10
EXAMPLE                                             1 Year    3 Years   5 Years    Years
- -----------------------------------------------------------------------------------------------------
<S>                                                <C>        <C>       <C>       <C>       <C>
 
You would pay the following expenses on a $1,000 investment, assuming
  (1) a 5% annual return; and
  (2) redemption at the end of each time period.     $12        $37       $64       $142
</TABLE>
 
    The information contained in this table should not be considered a
representation of past or future expenses. Actual expenses may be more or less
than those shown.
<PAGE>
                                                          PROSPECTUS  7
 
Financial and Performance Highlights
 
[LOGO]
       The table that follows presents information about the investment results
       of the Trust Shares of the SUNBELT EQUITY FUND. The financial highlights
       for the Fund for the periods from inception through May 31, 1997 have
       been audited by Arthur Andersen LLP, independent public accountants,
       whose report appears in STI Classic Fund's annual report and accompanies
       the Statement of Additional Information. The annual report for the Fund,
which contains more information about performance, is available at no charge by
calling 1-800-874-4770.
- --------------------
Sunbelt Equity Fund
- --------------------
For a Share Outstanding Throughout The Period Ended May 31,
<TABLE>
<CAPTION>
                                               Realized and
                      Net Asset      Net        Unrealized    Distributions
                        Value     Investment    Net Gains       from Net      Distributions   Net Asset
                      Beginning     Income     (Losses) on     Investment     from Realized   Value End
                      of Period     (Loss)     Investments       Income       Capital Gains   of Period    Total Return
                      ---------   ----------   ------------   -------------   -------------   ----------   ------------
<S>                   <C>         <C>          <C>            <C>             <C>             <C>          <C>
1997                   $14.11       $(0.09)       $ 0.25         $--             $(0.99)        $  13.28       1.48%
1996                    10.03       (0.04)          4.32         --               (0.20)           14.11      43.19%
1995                     9.70       (0.01)          0.38         --               (0.04)           10.03       3.81%
1994(1)                 10.00       --             (0.30)        --              --                 9.70     (2.99)%+
 
<CAPTION>
                                                                                  Ratio of Net
                                                   Ratio of       Ratio of         Investment
                                                     Net         Expenses to      Income (Loss)
                                                  Investment     Average Net     to Average Net
                                      Ratio of      Income         Assets            Assets
                       Net Assets     Expenses    (Loss) to      (Excluding        (Excluding      Portfolio    Average
                         End of      to Average    Average       Waivers and       Waivers and     Turnover   Commission
                      Period (000)   Net Assets   Net Assets   Reimbursements)   Reimbursements)   Rate(2)      Rate**
                      ------------   ----------   ----------   ---------------   ---------------   --------   -----------
<S>                   <C>            <C>          <C>          <C>               <C>               <C>        <C>
1997                     $ 381,371     1.15%       (0.65)%         1.26%            (0.76)%        72.17%      $  0.0674
1996                       412,430     1.15%       (0.34)%         1.28%            (0.47)%          106%
1995                       258,908     1.15%       (0.12)%         1.30%            (0.27)%           80%
1994(1)                    128,280     1.15%*      (0.19)%*        1.58%*           (0.62)%*          21%
</TABLE>
 
 * ANNUALIZED.
 
** AVERAGE COMMISSION RATE PAID PER SHARE FOR SECURITY PURCHASES AND SALES
   DURING THE PERIOD. PRESENTATION OF THE RATE IS REQUIRED FOR FISCAL YEARS
   BEGINNING AFTER SEPTEMBER 1, 1995.
 
 + CUMULATIVE SINCE COMMENCEMENT OF OPERATIONS.
 
 (1) COMMENCED OPERATIONS ON JANUARY 3, 1994.
 
 (2) A PORTFOLIO TURNOVER RATE OF 100% OR MORE, IF CONTINUED, WILL LIKELY RESULT
     IN HIGHER BROKERAGE COMMISSIONS, HIGHER LEVELS OF REALIZED CAPITAL GAINS
     AND ADDITIONAL TAXES THAN IF THE TURNOVER RATE WAS LOWER.
 
FUND INFORMATION --
  FIXED-INCOME FUNDS
 
Investment Grade Bond Fund
Fund Objective
 
[LOGO]
           The Investment Grade Bond 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 through investment in investment
grade fixed-income securities.
 
Portfolio Investments
 
[LOGO]
          The Fund primarily invests in debt obligations, such as corporate debt
obligations, and U.S. Treasury and Government agency obligations. The Fund
invests only in investment grade obligations and may invest in mortgage- and
asset-backed securities, securities of foreign issuers, variable and floating
rate instruments which may be subject to "caps" or "floors," futures and
options. To some extent, the Fund may invest in other securities and engage in
other investment practices. See "FUND INVESTMENTS."
 
    It is anticipated that the Fund's average weighted maturity will range from
four to ten
<PAGE>
    8  PROSPECTUS
 
years, which may impact the Fund's exposure to interest rate risk. The Fund may
shorten its average weighted maturity to as little as 90 days for temporary
defensive purposes.
 
Risk Considerations
 
[LOGO]
         The Investment Grade Bond Fund is subject to the following types of
         risks:
 
    - Fund Risk;
 
    - Interest Rate Risk;
 
    - Credit Risk;
 
    - Call Risk;
 
    - Event Risk;
 
    - Prepayment Risk;
 
    - Hedging Risks;
 
    - Foreign Security Risks; and
 
    - Currency Risk.
 
    For a description of these risks, please see "RISK CONSIDERATIONS."
 
Fund Management
 
[LOGO]
           Mr. L. Earl Denney, CFA, has managed the Investment Grade Bond Fund
since it began operating. He has been Senior Vice President of STI Capital
Management, N.A. since 1983. Mr. Denney has over 20 years experience in fixed
income investment management. Prior to joining STI Capital Management, N.A., he
was fixed income portfolio manager with American National Bank.
 
Transaction and Operating Expenses
 
[LOGO]
         The purpose of the following table is to help you understand the
         various costs and expenses that you, as a shareholder, will bear
         directly or indirectly when you invest in Trust Shares of the
         INVESTMENT GRADE BOND FUND.
 
<TABLE>
<S>                                                                                                <C>
Shareholder Transaction Expenses                                                                        None
 
Annual Fund Operating Expenses (as a percentage of net assets)
  Investment Advisory Fees After Fee Waivers(1)                                                         .64%
  Other Expenses                                                                                        .13%
  Total Fund Operating Expenses After Fee Waivers(2)                                                    .77%
</TABLE>
 
(1)ABSENT VOLUNTARY WAIVERS, INVESTMENT ADVISORY FEES WOULD BE .74%.
 
(2)ABSENT THE FEE WAIVER DESCRIBED ABOVE, TOTAL FUND OPERATING EXPENSES WOULD BE
   .87%. THIS FEE WAIVER IS VOLUNTARY AND MAY BE DISCONTINUED AT ANY TIME AT THE
   ADVISOR'S DISCRETION.
 
<TABLE>
<CAPTION>
EXAMPLE                                                               1 Year         3 Years        5 Years       10 Years
<S>                                                                <C>            <C>            <C>            <C>
- -----------------------------------------------------------------------------------------------------------------------------
 
You would pay the following expenses on a $1,000 investment, assuming,
  (1) a 5% annual return; and,
  (2) redemption at the end of each time period.                     $       8      $      25      $      43      $      95
</TABLE>
 
    The information contained in this table should not be considered a
representation of past or future expenses. Actual expenses may be more or less
than those shown.
<PAGE>
                                                          PROSPECTUS  9
 
Financial and Performance Highlights
 
[LOGO]
       The table that follows presents information about the investment results
       of the Trust Shares of the INVESTMENT GRADE BOND FUND. The financial
       highlights for the Fund for the periods from inception through May 31,
       1997 have been audited by Arthur Andersen LLP, independent public
       accountants, whose report appears in STI Classic Fund's annual report and
       accompanies the Statement of Additional Information. The annual report
for the Fund, which contains more information about performance, is available at
no charge by calling 1-800-874-4770.
- -----------------------------
Investment Grade Bond Fund
- -----------------------------
For a Share Outstanding Throughout The Period Ended May 31,
<TABLE>
<CAPTION>
                                  Realized and
           Net Asset     Net       Unrealized   Distributions                                                          Ratio of
             Value    Investment   Net Gains      from Net     Distributions  Net Asset                  Net Assets    Expenses
           Beginning    Income    (Losses) on    Investment    from Realized  Value End                    End of     to Average
           of Period    (Loss)    Investments      Income      Capital Gains  of Period   Total Return  Period (000)  Net Assets
           ---------  ----------  ------------  -------------  -------------  ----------  ------------  ------------  ----------
<S>        <C>        <C>         <C>           <C>            <C>            <C>         <C>           <C>           <C>
  1997      $10.07      $0.60        $ 0.09        $(0.60)        $   --        $10.16       6.99%        $  633,646    0.75%
  1996       10.26       0.60         (0.19)        (0.60)            --         10.07       4.02%           599,514    0.75%
  1995        9.89       0.61          0.37         (0.61)            --         10.26      10.39%           543,308    0.75%
  1994       10.45       0.50         (0.36)        (0.50)         (0.20)         9.89       1.17%           460,538    0.75%
  1993(1)    10.09       0.45          0.36         (0.45)            --         10.45       9.34%*          336,132    0.74%*
 
<CAPTION>
                                          Ratio of Net
             Ratio of      Ratio of        Investment
               Net        Expenses to     Income (Loss)
            Investment    Average Net    to Average Net
              Income        Assets           Assets
            (Loss) to     (Excluding       (Excluding     Portfolio
             Average      Waivers and      Waivers and    Turnover
            Net Assets  Reimbursements)  Reimbursements)  Rate(2)
            ----------  ---------------  ---------------  --------
<S>        <C>          <C>              <C>              <C>
  1997        5.89%         0.85%            5.79%           298%
  1996        5.81%         0.87%            5.69%           184%
  1995        6.22%         0.88%            6.09%           238%
  1994        4.77%         0.88%            4.64%           259%
  1993(1)     5.14%*        0.87%*           5.01%*          299%
</TABLE>
 
* ANNUALIZED.
 
(1)COMMENCED OPERATIONS ON JULY 16, 1992.
 
(2)A PORTFOLIO TURNOVER RATE OF 100% OR MORE, IF CONTINUED, WILL LIKELY RESULT
   IN HIGHER BROKERAGE COMMISSIONS, HIGHER LEVELS OF REALIZED CAPITAL GAINS AND
   ADDITIONAL TAXES THAN IF THE TURNOVER RATE WAS LOWER.
 
Short-Term Bond Fund
Fund Objective
 
[LOGO]
           The Short-Term Bond Fund seeks to provide as high a level of current
income, relative to funds with like investment objectives, as is consistent with
the preservation of capital primarily through investment in short-to
intermediate-term investment grade fixed-income securities.
 
Portfolio Investments
 
[LOGO]
          The Fund primarily invests in debt obligations, such as corporate debt
obligations and U.S. Treasury and Government agency obligations. The Fund
invests only in investment grade obligations and may invest in securities of
foreign issuers, mortgage- and asset-backed securities, variable and floating
rate instruments, futures and options. To some extent, the Fund may invest in
other securities and engage in other investment practices. See "FUND
INVESTMENTS."
 
    The Fund intends to maintain a dollar-weighted average maturity of 3 years
or less, which may impact the Fund's exposure to interest rate risk. The Fund
may shorten its average
<PAGE>
   10  PROSPECTUS
 
weighted maturity to as little as 90 days for temporary defensive purposes.
 
Risk Considerations
 
[LOGO]
         The Short-Term Bond Fund is subject to the following types of risks:
 
    - Fund Risk;
 
    - Interest Rate Risk;
 
    - Credit Risk;
 
    - Call Risk;
 
    - Event Risk;
 
    - Hedging Risks;
 
    - Prepayment Risk;
 
    - Foreign Security Risks; and
 
    - Currency Risk.
 
    For a description of these risks, see "RISK CONSIDERATIONS."
 
Fund Management
 
[LOGO]
           Mr. David Yealy has managed the Short-Term Bond Fund since July,
1996. He joined Trusco Capital Management, Inc. in 1991, and currently serves as
a Vice President.
 
Transaction and Operating Expenses
[LOGO]
         The purpose of the following table is to help you understand the
         various costs and expenses that you, as a shareholder, will bear
         directly or indirectly when you invest in Trust Shares of the
         SHORT-TERM BOND FUND.
 
<TABLE>
<S>                                                                                                <C>
Shareholder Transaction Expenses                                                                        None
 
Annual Fund Operating Expenses (as a percentage of net assets)
  Investment Advisory Fees After Fee Waivers(1)                                                         .51%
  Other Expenses                                                                                        .16%
  Total Fund Operating Expenses After Fee Waivers(2)                                                    .67%
</TABLE>
 
(1)ABSENT VOLUNTARY WAIVERS, INVESTMENT ADVISORY FEES WOULD BE .65%.
 
(2)ABSENT THE FEE WAIVER DESCRIBED ABOVE, TOTAL FUND OPERATING EXPENSES WOULD BE
   .81%. THIS FEE WAIVER IS VOLUNTARY AND MAY BE DISCONTINUED AT ANY TIME AT THE
   ADVISOR'S DISCRETION.
 
<TABLE>
<CAPTION>
EXAMPLE                                                               1 Year         3 Years        5 Years       10 Years
<S>                                                                <C>            <C>            <C>            <C>
- -----------------------------------------------------------------------------------------------------------------------------
You would pay the following expenses on a $1,000 investment, assuming
  (1) a 5% annual return; and
  (2) redemption at the end of each time period.                     $       7      $      21      $      37      $      83
</TABLE>
 
    The information contained in this table should not be considered a
representation of past or future expenses. Actual expenses may be more or less
than those shown.
<PAGE>
                                                          PROSPECTUS  11
 
Financial and Performance Highlights
 
[LOGO]
       The table that follows presents information about the investment results
       of the Trust Shares of the SHORT-TERM BOND FUND. The financial highlights
       for the Fund for the periods from inception through May 31, 1997 have
       been audited by Arthur Andersen LLP, independent public accountants,
       whose report appears in STI Classic Fund's annual report and accompanies
       the Statement of Additional Information. The annual report for the Fund,
which contains more information about performance, is available at no charge by
calling 1-800-874-4770.
- -----------------------
Short-Term Bond Fund
- -----------------------
For a Share Outstanding Throughout The Period Ended May 31,
<TABLE>
<CAPTION>
                                  Realized and
           Net Asset     Net       Unrealized   Distributions                                                          Ratio of
             Value    Investment   Net Gains      from Net     Distributions  Net Asset                  Net Assets    Expenses
           Beginning    Income    (Losses) on    Investment    from Realized  Value End                    End of     to Average
           of Period    (Loss)    Investments      Income      Capital Gains  of Period   Total Return  Period (000)  Net Assets
           ---------  ----------  ------------  -------------  -------------  ----------  ------------  ------------  ----------
<S>        <C>        <C>         <C>           <C>            <C>            <C>         <C>           <C>           <C>
  1997      $ 9.86      $0.53        $ 0.07        $(0.53)        $(0.03)       $ 9.90        6.30%       $89,701       0.65%
  1996        9.98       0.54         (0.10)        (0.54)         (0.02)         9.86        4.45%        91,156       0.65%
  1995        9.79       0.53          0.19         (0.53)            --          9.98        7.60%        60,952       0.65%
  1994       10.01       0.42         (0.21)        (0.42)         (0.01)         9.79        2.02%        34,772       0.65%
  1993(1)    10.00       0.08          0.01         (0.08)            --         10.01        4.45%*       25,334       0.64%*
 
<CAPTION>
                                          Ratio of Net
             Ratio of      Ratio of        Investment
               Net        Expenses to     Income (Loss)
            Investment    Average Net    to Average Net
              Income        Assets           Assets
            (Loss) to     (Excluding       (Excluding     Portfolio
             Average      Waivers and      Waivers and    Turnover
            Net Assets  Reimbursements)  Reimbursements)  Rate(2)
            ----------  ---------------  ---------------  --------
<S>        <C>          <C>              <C>              <C>
  1997        5.37%          0.78%            5.24%         118%
  1996        5.39%          0.81%            5.23%         163%
  1995        5.49%          0.85%            5.29%         200%
  1994        4.15%          0.85%            3.95%          75%
  1993(1)     3.88%*         1.11%*           3.41%*         64%
</TABLE>
 
*  ANNUALIZED.
 
(1) COMMENCED OPERATIONS ON MARCH 15, 1993.
 
(2) A PORTFOLIO TURNOVER RATE OF 100% OR MORE, IF CONTINUED, WILL LIKELY RESULT
    IN HIGHER BROKERAGE COMMISSIONS, HIGHER LEVELS OF REALIZED CAPITAL GAINS AND
    ADDITIONAL TAXES THAN IF THE TURNOVER RATE WAS LOWER.
 
FUND INFORMATION -- MONEY
  MARKET FUND
 
Prime Quality Money Market Fund
Fund Objective
 
[LOGO]
           The Prime Quality Money Market Fund seeks to provide as high a level
of current income as is consistent with preservation of capital and liquidity by
investing exclusively in high quality money market instruments.
 
Portfolio Investments
 
[LOGO]
          The Fund invests in U.S. and foreign money market instruments
denominated in U.S. dollars.
 
    The Fund may invest in obligations of supranational entities rated in the
highest short-term ratings category or their unrated equivalents.
To some extent, the Fund may invest in other securities and engage in other
investment practices. See "FUND INVESTMENTS."
 
    Although the Fund is managed to maintain a stable price per share of $1.00,
there is no guarantee that price will be constantly maintained.
<PAGE>
   12  PROSPECTUS
 
Risk Considerations
 
[LOGO]
         The Prime Quality Money Market Fund is subject to the following types
of risks:
 
    - Fund Risk;
 
    - Interest Rate Risk;
 
    - Credit Risk;
 
    - Call Risk;
 
    - Prepayment Risk;
 
    - Event Risk;
 
    - Foreign Security Risks; and
 
    - Currency Risk.
 
    For a description of these risks, please see "RISK CONSIDERATIONS."
 
Transaction and Operating Expenses
 
[LOGO]
         The purpose of the following table is to help you understand the
         various costs and expenses that you, as a shareholder, will bear
         directly or indirectly when you invest in Trust Shares of the PRIME
         QUALITY MONEY MARKET FUND.
 
<TABLE>
<S>                                                                                                <C>
Shareholder Transaction Expenses                                                                        None
 
Annual Fund Operating Expenses (as a percentage of net assets)
  Investment Advisory Fees After Fee Waivers(1)                                                         .50%
  Other Expenses After Fee Waivers(2)                                                                   .10%
  Total Fund Operating Expenses After Fee Waivers(3)                                                    .60%
</TABLE>
 
(1)ABSENT VOLUNTARY WAIVERS, INVESTMENT ADVISORY FEES WOULD BE .65%.
 
(2)ABSENT VOLUNTARY WAIVERS, OTHER EXPENSES WOULD BE .13%.
 
(3)ABSENT THE FEE WAIVERS DESCRIBED ABOVE, TOTAL FUND OPERATING EXPENSES WOULD
   BE .78%. THESE FEE WAIVERS AND REIMBURSEMENTS ARE VOLUNTARY AND MAY BE
   DISCONTINUED AT ANY TIME AT THE DISCRETION OF THE SERVICE PROVIDER THAT IS
   WAIVING OR REIMBURSING ITS FEE.
 
<TABLE>
<CAPTION>
EXAMPLE                                                               1 Year         3 Years        5 Years       10 Years
<S>                                                                <C>            <C>            <C>            <C>
- -----------------------------------------------------------------------------------------------------------------------------
You would pay the following expenses on a $1,000 investment, assuming
  (1) a 5% annual return; and
  (2) redemption at the end of each time period.                     $       6      $      19      $      33      $      75
</TABLE>
 
    The information contained in this table should not be considered a
representation of past or future expenses. Actual expenses may be more or less
than those shown.
<PAGE>
                                                          PROSPECTUS  13
 
Financial and Performance Highlights
 
[LOGO]
       The table that follows presents information about the investment results
       of the Trust Shares of the PRIME QUALITY MONEY MARKET FUND. The financial
       highlights for the Fund for the periods from inception through May 31,
       1997 have been audited by Arthur Andersen LLP, independent public
       accountants, whose report appears in STI Classic Fund's annual report and
       accompanies the Statement of Additional Information. The annual report
for the Fund, which contains more information about performance, is available at
no charge by calling 1-800-874-4770.
- -----------------------------------
Prime Quality Money Market Fund
- -----------------------------------
For a Share Outstanding Throughout The Period Ended May 31,
<TABLE>
<CAPTION>
                                     Realized and
            Net Asset      Net        Unrealized    Distributions
              Value     Investment      Gains         from Net      Distributions   Net Asset                    Net Assets
            Beginning     Income     (Losses) on     Investment     from Realized   Value End                      End of
            of Period     (Loss)     Investments       Income       Capital Gains   of Period    Total Return   Period (000)
            ---------   ----------   ------------   -------------   -------------   ----------   ------------   ------------
<S>         <C>         <C>          <C>            <C>             <C>             <C>          <C>            <C>
  1997        $1.00       $0.05         $  --          $(0.05)         $   --         $1.00          5.01%       $ 1,086,555
  1996         1.00        0.05            --           (0.05)             --          1.00          5.25%         1,050,800
  1995         1.00        0.05            --           (0.05)             --          1.00          4.79%           799,189
  1994         1.00        0.03            --           (0.03)             --          1.00          2.88%           583,399
  1993(1)      1.00        0.03            --           (0.03)             --          1.00          2.92%*          410,991
 
<CAPTION>
                                                         Ratio of Net
                          Ratio of       Ratio of         Investment
                            Net         Expenses to      Income (Loss)
                         Investment     Average Net     to Average Net
             Ratio of      Income         Assets            Assets
             Expenses    (Loss) to      (Excluding        (Excluding
            to Average    Average       Waivers and       Waivers and
            Net Assets   Net Assets   Reimbursements)   Reimbursements)
            ----------   ----------   ---------------   ---------------
<S>         <C>          <C>          <C>               <C>
  1997        0.58%        4.90%           0.76%             4.72%
  1996        0.58%        5.11%           0.78%             4.91%
  1995        0.58%        4.77%           0.79%             4.56%
  1994        0.58%        2.86%           0.79%             2.65%
  1993(1)     0.58%*       2.85%*          0.78%*            2.65%*
</TABLE>
 
*ANNUALIZED.
 
(1)COMMENCED OPERATIONS ON JUNE 8, 1992.
 
    There can be no assurance that a Fund will achieve its investment objective.
 
    The investment objectives of the Capital Growth, Value Income Stock, Sunbelt
Equity, Investment Grade Bond and Short-Term Bond Funds are non-fundamental and
may be changed without shareholder approval.
<PAGE>
14  PROSPECTUS
 
RISK CONSIDERATIONS
<TABLE>
<CAPTION>
                             Type of Risk                               Funds Subject to Risk
<S>                                                                     <C>
- ------------------------------------------------------------------------------------------------
 
<CAPTION>
<S>                                                                     <C>
 
Fund Risk -- The possibility that a Fund's performance during a         All Funds
specific period may not meet or exceed that of the market as a whole.
 
Market Risk -- The possibility that stock prices in general will        Equity Funds
decline over short, or even extended, periods of time. Stock markets
tend to be cyclical, with periods when stock prices generally rise and
periods when stock prices generally decline.
 
Small Issuer Risk -- Small and medium capitalization companies may be   Value Income Stock Fund
more vulnerable than larger, more established organizations to adverse
business or economic developments. In particular, small capitalization
companies may have limited product lines, markets and financial
resources and may be dependent upon a relatively small management
group. These securities may be traded over-the-counter or listed on an
exchange and may or may not pay dividends.
 
Interest Rate Risk -- The potential for a decline in the price of       Fixed Income Funds Prime
fixed-income securities due to rising interest rates. This risk will    Quality Money
be greater for long-term securities than for short-term securities.     Market Fund
 
Credit Risk -- The possibility that an issuer will be unable to make    All Funds
timely payments of either principal or interest.
 
Call Risk -- The possibility that securities with high interest rates   Fixed Income Funds Prime
will be prepaid (or "called") by the issuer, prior to maturity, during  Quality Money
periods of falling interest rates. This would require a Fund to invest  Market Fund
the resulting proceeds elsewhere, at generally lower interest rates.
</TABLE>
<PAGE>
 
                                                          PROSPECTUS  15
 
<TABLE>
<CAPTION>
                             Type of Risk                               Funds Subject to Risk
- ------------------------------------------------------------------------------------------------
<S>                                                                     <C>
 
Event Risk -- The possibility that corporate debt securities may        All Funds (except
suffer substantial declines in credit quality and market value due to   Sunbelt Equity Fund)
corporate restructurings. While event risk may be high for certain
corporate securities held by a Fund, event risk overall should be low
because of the Fund's diversified holdings.
 
Geographic Risk -- The risk that a Fund's concentration of investments  Sunbelt Equity Fund
in securities of issuers located in a single state or geographic
region subject the Fund to economic conditions and government policies
of that state or region that could adversely affect the value of the
Fund.
 
Prepayment Risk -- The risk that mortgage-backed and asset-backed       Fixed Income Funds
securities may be retired substantially earlier than their stated       Prime Quality Money
maturities or final distribution dates, resulting in a loss of all, or  Market Fund
part, of any premium paid.
 
Hedging Risks -- Hedging is a strategy designed to offset investment    Value Income Fund
risks. Hedging activities include, among other things, the use of       Sunbelt Equity Fund
options and futures. There are risks associated with hedging            Fixed Income Funds
activities, including:
- - The success of a hedging strategy may depend on an ability to
  predict movements in the prices of individual securities,
  fluctuations in markets, and movements in interest rates;
- - There may be an imperfect, or no correlation, between the changes in
  market value of the securities held by a Fund and the prices of
  futures and options on futures;
- - There may not be a liquid secondary market for a futures contract or
  option;
- - Trading restrictions or limitations may be imposed by an exchange,
  and government regulations may restrict trading in futures contracts
  and options.
 
High-Yield Security Risks -- There are risks associated with investing  Equity Funds
in high-yield securities, including:
- - High-yield, lower rated bonds ("junk bonds") involve greater risk of
  default or price declines than investments in investment grade
  securities (e.g., securities rated BBB or higher by S&P or Baa or
  higher by Moody's) due to changes in the issuer's creditworthiness.
- - The market for high risk, high-yield securities may be thinner and
  less
</TABLE>
<PAGE>
 
16  PROSPECTUS
 
<TABLE>
<CAPTION>
                             Type of Risk                               Funds Subject to Risk
- ------------------------------------------------------------------------------------------------
<S>                                                                     <C>
 
  active, causing market price volatility and limited liquidity in the
  secondary market. This may limit the ability of a Fund to sell these
  securities at their fair market value either to meet redemption
  requests or in response to changes in the economy or the financial
  markets.
- - Market prices for high risk, high-yield securities may also be
  affected by investors' perception of the issuer's credit quality and
  the outlook for economic growth. Thus, prices for high risk,
  high-yield securities may move independently of interest rates and
  the overall bond market.
- - The market for high risk, high-yield securities may be adversely
  affected by legislative and regulatory developments.
 
Foreign Security Risks -- There are risks associated with               All Funds
international investing, including:
          CURRENCY RISK -- The possibility that changes in foreign
          exchange rates will affect, favorably or unfavorably, the
          value of foreign securities or the U.S. dollar amount of
          income or gain received on such securities.
          VOLATILITY -- Investments in foreign stock markets can be
          more volatile than investments in U.S. markets. Diplomatic,
          political, or economic developments could affect investments
          in foreign countries.
          EXPENSE CONSIDERATIONS -- Fixed commissions on many foreign
          stock exchanges are generally higher than negotiated
          commissions on U.S. exchanges. Expenses for custodial
          arrangements of foreign securities may be somewhat greater
          than typical expenses for custodial arrangements for
          handling U.S. securities of equal value.
          FOREIGN TAXES -- Certain foreign governments levy
          withholding taxes against dividend and interest income.
          Although in some countries a portion of these taxes are
          recoverable, the non-recovered portion of foreign
          withholding taxes will reduce the income received from the
          securities comprising the portfolio.
          REGULATORY ENVIRONMENT -- Foreign companies generally are
          not subject to uniform accounting, auditing, and financial
          reporting standards comparable to those applicable to U.S.
          domestic companies. Foreign branches of U.S. banks, foreign
          banks, and
</TABLE>
<PAGE>
 
                                                          PROSPECTUS  17
 
<TABLE>
<CAPTION>
                             Type of Risk                               Funds Subject to Risk
- ------------------------------------------------------------------------------------------------
<S>                                                                     <C>
 
          foreign issuers may be subject to less stringent reserve
          requirements and to different accounting, auditing,
          reporting and recordkeeping standards than those applicable
          to domestic branches of U.S. banks and U.S. domestic
          issuers. There is generally less government regulation of
          securities exchanges, brokers, and listed companies abroad
          than in the U.S.
 
Currency Risk -- The possibility that changes in foreign exchange       All Funds
rates will affect, favorably or unfavorably, the value of foreign
securities or the U.S. dollar amount of income or gain received on
such securities.
</TABLE>
 
PERFORMANCE INFORMATION FOR PREDECESSOR COLLECTIVE FUNDS
 
    The Value Income Stock and Sunbelt Equity Funds are each the successor to
collective investment funds. The collective investment funds were previously
managed by STI Capital Management, Inc. and Trusco Capital Management, Inc.
Substantially all of the assets of those collective investment funds was
transferred to the Funds when each Fund started operating. Total return, a type
of performance calculation, for the predecessor collective investment funds, is
presented below. You may find this performance information helpful because the
collective investment funds were managed using the same investment objectives,
policies, and restrictions as those used by each of the Funds. The performance
information relates to a period of time before the effective date of each Fund's
registration.
 
    The total return of a fund refers to the average compounded rate of return
on a hypothetical investment. When we compute total return, we assume that your
entire investment is redeemed at the end of each period and that you reinvest
all income dividends and capital gains distributions.
 
    Please keep in mind that performance information, such as total return, is
not necessarily indicative of the future performance of a Fund. Also, keep in
mind that the performance of the collective investment funds does not represent
the historical performance of any Fund. The predecessor collective investment
funds were not subject to certain investment limitations diversification
requirements, and other restrictions imposed by the Investment Company Act of
1940, and the Internal Revenue Code. If these had been imposed, a collective
investment fund's performance would have been adversely affected. The
predecessor collective investment funds did not incur expenses that correspond
to the advisory, administrative, and other fees to which each Fund is now
subject. Accordingly, the following performance information has been adjusted by
applying the total expense ratios for the corresponding Trust Shares of the
Funds, as disclosed in the Prospectus at the time the Funds started operating.
This adjustment reduced the actual performance of the collective investment
funds.
<PAGE>
18  PROSPECTUS
 
    The average annual total returns (adjusted to reflect Fund expenses, before
voluntary waivers, and reimbursements) for the following periods:
 
<TABLE>
<CAPTION>
                                  One               Two               Five              Ten               Since
                                  Year             Years             Years             Years            Inception
<S>                         <C>               <C>               <C>               <C>               <C>
- ----------------------------------------------------------------------------------------------------------------------
Value Income Stock               15.87%            18.70%             N/A               N/A               16.31%
  Collective Fund           (ending 1/31/93)  (ending 1/31/93)                                      (10/31/89-1/31/93)
Sunbelt Equity                   22.70%            29.73%            21.29%            16.14%             16.94%
  Collective Fund               (ending           (ending           (ending           (ending       (12/1/80-12/31/93)
                               12/31/93)         12/31/93)         12/31/93)         12/31/93)
</TABLE>
 
FUND PERFORMANCE
 
The average annual total returns for the Funds (net of voluntary waivers and
reimbursements) for the following periods ended May 31, 1997:
 
<TABLE>
<CAPTION>
                                                             One Year   Three Years    Since Inception
<S>                                                         <C>         <C>           <C>
- --------------------------------------------------------------------------------------------------------
Value Income Stock Fund*                                      22.18%       23.00%           18.87%
Sunbelt Equity Fund*                                          1.48%        14.69%           11.83%
</TABLE>
 
- ----------
 * COMMENCED FUND OPERATIONS ON FEBRUARY 12, 1993 AND JANUARY 3, 1994,
RESPECTIVELY
 
    The performance of Trust Shares will normally be higher than Investor Shares
or Flex Shares because Trust Shares are not subject to the service fees and
other expenses charged to Investor Shares and Flex Shares.
<PAGE>
                                                          PROSPECTUS  19
 
PURCHASING FUND SHARES
Who May Buy Trust Shares of the Funds
 
    Individuals generally may not purchase Trust Shares directly. Instead, Trust
Shares are sold to financial institutions or intermediaries, including
subsidiaries of SunTrust Banks, Inc. (SunTrust), on behalf of accounts for which
they act as fiduciary, agent, investment advisor, or custodian. As a result, you
as a customer of a financial institution, may own Trust Shares through accounts
maintained with financial institutions and potentially through the Preferred
Portfolio Account (an asset allocation account available through SunTrust
Securities, Inc.). Trust Shares will be held of record (in the name of) by your
financial institution. Depending upon the terms of your account, however, you
may have, or be given, the right to vote the Trust Shares.
 
How to Buy Fund Shares
 
    Trust Shares are offered continuously, and may be purchased on any day that
the New York Stock Exchange is open for business (a Business Day). However, you
may not purchase or redeem shares of the Money Market Fund on days that the
Federal Reserve is closed (Federal holidays).
 
    - Money Market Fund. Your price per share (the offering price) will be the
      net asset value per share (NAV) next determined after your purchase order
      is received by the Transfer Agent. The Trust expects the NAV of the Money
      Market Fund to remain constant at $1.00 per share. NAV for the Money
      Market Fund is calculated by (1) taking the current market value of the
      Fund's total assets using the amortized cost method of valuing securities,
      (2) subtracting the liabilities, and (3) dividing that amount by the total
      number of shares of that class owned by shareholders. The NAV is
      determined once each Business Day at the close of the New York Stock
      Exchange (4:00 p.m. Eastern time). All money market funds are required to
      use the amortized cost valuation method, which is described in detail in
      the Statement of Additional Information (SAI).
 
      Your purchase order will be effective as of the Business Day it is
      received by the Transfer Agent. You will be eligible to receive dividends
      declared the same day if (1) the Transfer Agent receives the order before
      1:00 p.m. Eastern time; and (2) the Custodian receives federal funds
      (readily available funds) before 4:00 p.m. Eastern time on the same day.
      Otherwise your purchase order will be effective the next Business Day, as
      long as the Custodian receives readily available funds before 4:00 p.m.
      Eastern time on the next Business Day.
 
    - Non-Money Market Funds. Your price per share (the offering price) will be
      the net asset value per share (NAV) next determined after your purchase
      order is received by the Transfer Agent. NAV for the Non-Money Market
      Funds is calculated by (1) taking the current market value of a Fund's
      total assets, (2) subtracting the liabilities, and (3) dividing that
      amount by the total number of shares owned by shareholders. In determining
      the market value of a Fund's assets, the Trust may use a pricing service
      to provide market quotations or valuations for
<PAGE>
20  PROSPECTUS
 
      certain securities owned by a Fund. The NAV is calculated once each
      Business Day at the close of the New York Stock Exchange (4:00 p.m.
      Eastern time). So, to receive the current Business Day's NAV, purchase
      orders must be received before 4:00 p.m. Eastern time.
 
    Trust Shares are sold without a sales charge. Certain financial institutions
may, however, charge for services provided in connection with the purchase of
Trust Shares. Financial institutions also may impose an earlier time for a
purchase order to be effective on the same day. This allows the financial
institution time to process your order and transmit it to the Transfer Agent.
For more information about how to purchase shares, you should contact your
financial institution directly.
 
    The Trust reserves the right to reject any purchase order when the
Distributor determines that accepting the order would not be in the best
interests of the Trust and/or Shareholders.
 
REDEEMING FUND SHARES
How to Sell Your Shares
 
    Redemption requests should be sent to the Transfer Agent by your financial
institution. Your financial institution will provide you with information about
how to request redemption of Trust Shares held in your account.
 
    - Money Market Fund. For the Money Market Fund, a redemption request will be
      effective as of the Business Day it is received by the Transfer Agent
      before 1:00 p.m. Eastern time.
 
    - Non-Money Market Funds. Redemption requests for Non-Money Market Funds
      must be received by the Transfer Agent by 4:00 p.m. Eastern time to get
      that day's NAV.
 
    Requests received after these times will normally be executed the next
Business Day. You may have to transmit your redemption request to your financial
institution at an earlier time for your redemption to be effective that day. For
more information about how to redeem your shares, you should contact your
financial institution directly. The Trust reserves the right to wire redemption
proceeds within five Business Days of the Transfer Agent receiving the
redemption request if, in the judgment of the Advisor, an earlier payment could
adversely impact a Fund.
 
Redemptions in Kind
 
    The Trust intends to pay redemption proceeds in cash. However, under unusual
conditions that make the payment of cash unwise (and for the protection of the
remaining Shareholders in the Fund) the Trust reserves the right to pay all, or
part, of your redemption proceeds in liquid securities that have a market value
equal to the redemption price (redemption in kind). Although it is highly
unlikely that your shares would ever actually be redeemed in kind, if it did
happen, you would probably have to pay brokerage costs to sell the securities
distributed to you.
<PAGE>
                                                          PROSPECTUS  21
 
TRANSACTIONS OVER THE TELEPHONE
 
    Telephone redemption and exchange transactions are extremely convenient, but
not without risk. To try to keep your telephone transactions as safe, secure,
and risk free as possible, the Trust has developed certain safeguards and
procedures for determining the identity of callers and authenticity of
instructions. As a result, neither the Trust nor its Transfer Agent will be
responsible for any loss, liability, cost, or expense for following telephone or
wire instructions they reasonably believed to be genuine. If you choose to make
telephone transactions, you will generally bear the risk of any loss.
 
DIVIDENDS AND DISTRIBUTIONS
 
    Income dividends are declared and paid quarterly by each of the Equity
Funds. The Fixed Income and Money Market Funds declare and pay income dividends
annually. If you own Fund shares on the record date, you will be entitled to
receive dividends. The Funds make distributions of capital gains at least
annually.
 
    You will receive dividends and distributions in the form of additional Fund
shares unless you have elected to receive payment in cash. To elect cash
payment, you must notify the Transfer Agent in writing prior to the date of
distribution. Your election will become effective for dividends paid after the
Transfer Agent receives your written notice. To cancel your election, simply
send written notice to the Transfer Agent.
 
TAX INFORMATION
 
    The following is a summary of some important tax issues that affect the
Funds and their Shareholders. The summary is based on current tax laws, which
may be changed by legislative, judicial, or administrative action. Further
information concerning taxes is set forth in the Statement of Additional
Information (SAI). We have not tried to present a detailed explanation of the
tax treatment of the Funds or their Shareholders. We urge you to consult your
tax advisor regarding specific questions as to Federal, state, and local income
taxes.
 
Tax Status of Each Fund
 
    Each Fund is treated as a separate entity for Federal income tax purposes
and intends to qualify for the special tax treatment afforded regulated
investment companies. As long as a Fund qualifies as a regulated investment
company, it pays no Federal income tax on the earnings it distributes to
Shareholders.
 
Tax Status of Distributions
 
    Each Fund will distribute substantially all of its income. The income
dividends you receive from the Funds will be taxed as ordinary income whether
you receive the dividends in cash or in additional shares.
<PAGE>
22  PROSPECTUS
 
    Corporate Shareholders may be entitled to a dividends-received deduction for
a portion of dividends they receive attributable to dividends received by a Fund
from U.S. corporations.
 
    Capital gains dividends will be treated as gain from the sale or exchange of
a capital asset held for more than 1 year.
 
    Distributions paid in January but declared as dividends by a Fund in
October, November or December of the previous year, are taxable to you in the
previous year.
 
Tax Status of Share Transactions
 
    Each sale, exchange or redemption of Fund Shares is a taxable event to you.
 
Tax Management
 
    The Funds use a tax management technique known as "highest in, first out."
Through this technique, a Fund's portfolio holdings which have experienced the
smallest gain or largest loss are sold first in an effort to minimize capital
gains and enhance after-tax returns.
 
State Tax Considerations
 
    A Fund is not liable for any income or franchise tax in Massachusetts as
long as it qualifies as a regulated investment company for Federal income tax
purposes.
 
    Distributions by Funds to you may be subject to state and local taxation.
You should verify your tax liability with your tax advisor.
 
STI CLASSIC FUNDS INFORMATION
The Trust
 
    The Trust is organized as a Massachusetts business trust. The Trust is
permitted to offer separate portfolios of shares and different classes of each
Fund. All payments received by the Trust for shares of any Fund belong to that
Fund. Each Fund has its own assets and liabilities.
 
Board of Trustees
 
    The Trustees supervise the management and affairs of the Trust. The Trustees
have approved contracts with certain companies that provide the Trust with
essential management services.
 
GENERAL INFORMATION
Voting Rights
 
    Shareholders of record receive one vote for every full Fund share owned.
Each Fund or class of a Fund will vote separately on matters relating solely to
that Fund or class. If you are a customer of a financial institution that has
purchased shares of a Fund for your account, you may, depending on the nature of
your account, have certain voting rights.
<PAGE>
                                                          PROSPECTUS  23
 
    As a Massachusetts business trust, the Trust is not required to hold annual
Shareholder meetings unless otherwise required by the Investment Company Act of
1940. However, a meeting may be called by Shareholders owning at least 10% of
the outstanding shares of the Trust. If a meeting is requested by Shareholders,
the Trust will provide appropriate assistance and information to the
Shareholders who requested the meeting.
 
Reporting
 
    Shareholders of record will receive the Trust's unaudited financial
information and audited financial statements, proxy statements and other
reports. If you are a customer of a financial institution that has purchased
shares of a Fund for your account, you may, depending on the nature of your
account, receive all or a portion of this information directly from your
financial institution.
 
Shareholder Inquiries
 
    You may contact your financial institution's representative to obtain
information on account statements, procedures, and other related information.
 
Investment Advisors
 
    The Advisors make investment decisions for the assets of the Funds and
continuously review, supervise, and administer their Fund's respective
investment program. The Trustees of the Trust supervise the Advisors and
establish policies that the Advisors must follow in their day-to-day management
activities.
 
    STI Capital Management, N.A. (STI Capital) serves as the Advisor to the
Capital Growth, Value Income, and Investment Grade Bond Funds. As of May 31,
1997, STI Capital had approximately $12.4 billion in assets under management.
The principal business address of STI Capital is P.O. Box 3808, Orlando, Florida
32802. For the fiscal year ended May 31, 1997, STI Capital received advisory
fees computed daily and paid monthly at the annual rate included in each Fund's
ANNUAL FUND OPERATING EXPENSES summary.
 
    Trusco Capital Management, Inc. (Trusco) serves as the Advisor to the
Sunbelt Equity, Short-Term Bond, and Prime Quality Money Market Funds. As of May
31, 1997, Trusco had approximately $17.4 billion in assets under management. The
principal business address of Trusco is 50 Hurt Plaza, Suite 1400, Atlanta,
Georgia 30303. For the fiscal year ended May 31, 1997, Trusco received advisory
fees computed daily and paid monthly at the annual rate included in each Fund's
ANNUAL FUND OPERATING EXPENSES summary.
 
    The Advisors are indirect wholly-owned subsidiaries of SunTrust Banks, Inc.
(SunTrust). SunTrust is a southeastern regional bank holding company with assets
of $52.5 billion, as of December 31, 1996. SunTrust is one of the 20 largest
banking companies in the U.S. Its three principal subsidiaries, SunTrust Banks
of Florida, Inc., SunTrust Banks of Georgia, Inc. and SunTrust Banks of
<PAGE>
24  PROSPECTUS
 
Tennessee, Inc, provide a wide range of personal and corporate banking, trust,
and investment services through more than 600 locations in the tri-state area.
SunTrust Banks, Inc. has discretionary assets under management of approximately
$53.4 billion, as of December 31, 1996.
 
    The Advisors may use their affiliates as brokers for the Funds' portfolio
transactions.
 
Distribution
 
    SEI Investments Distribution Co. (the Distributor), a wholly-owned
subsidiary of SEI Investments Company, serves as each Fund's distributor under a
Distribution Agreement. The Distributor receives no compensation for
distribution services rendered to the Trust Shares of each Fund.
 
    Each Fund may use the Distributor as its broker for portfolio transactions.
The Distributor receives compensation from the Funds for its brokerage services.
 
    Flex and Investor Shares are offered primarily to individual investors, and
are described in a separate prospectus. Flex Shares are offered subject to a
contingent deferred sales charge. Investor Shares are offered subject to a
front-end sales charge. You may call 1-800-874-4770 to receive more information
about Investor Shares or Flex Shares. It is possible that a financial
institution may offer different classes of shares to its customers. As a result,
the financial institution may receive different compensation with respect to
different classes of shares.
 
Administration
 
    SEI Fund Resources acts as the Trust's Administrator. For its administrative
services, the Administrator is entitled to a fee, which is calculated daily and
paid monthly, at an annual rate as follows:
 
<TABLE>
<CAPTION>
Average aggregate net assets                                                                        Fee
<S>                                                                                              <C>
- ----------------------------------------------------------------------------------------------------------
$1 - $1 billion                                                                                      0.12 %
over $1 billion to $5 billion                                                                        0.09 %
over $5 billion to $8 billion                                                                        0.07 %
over $8 billion to $10 billion                                                                       0.065%
over $10 billion                                                                                     0.06 %
</TABLE>
 
    The Administrator may voluntarily waive all or a portion of its fees to
limit Total Fund Operating Expenses.
<PAGE>
                                                          PROSPECTUS  25
 
FUND INVESTMENTS
 
% = Maximum percentage permissible. All percentages shown are of total assets,
    except for illiquid securities, which are shown as a percentage of net
    assets.
 
X = No policy limitation; Fund may be using currently.
 
* = Permitted, but not typically used.
 
- -- = Not permitted.
 
<TABLE>
<CAPTION>
                                                                                                                   Prime
                                                                                                                  Quality
                                                      Capital     Value                 Investments                Money
                                                      Growth     Income      Sunbelt    Grade Bond   Short-Term   Market
Security or Practice                                   Fund       Fund     Equity Fund     Fund      Bond Fund     Fund
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>        <C>        <C>          <C>          <C>         <C>
Traditional Investments
    ADRs                                                35%        35%         --            X           --         --
    Asset-Backed Securities                             --         --          --            X           X           *
    Bank Obligations                                    --         --          --            X           --        X(6)
    Commercial Paper(7)                                 --         --          --            X           X           X
    Convertible Securities                               X         35%        X(2)          --           --         --
    Corporate Debt Obligations                        35%(2)     20%(2)        --          X(3)         X(3)        --
    Equity Securities                                    X          X           X           --           --         --
    Investment Company Shares                           10%        10%         10%          10%         10%         10%
    Mortgage-Backed Securities                          --          *          --          X(4)         X(1)       *(5)
    Municipal Securities (Two Highest Ratings           --         --          --           --          X(3)        --
     Categories)
    Pay-In-Kind Securities                              35%        --          --           --           --         --
    Repurchase Agreements                               35%        35%         35%           X           *           X
    Restricted Securities                               15%        15%         15%           *           *           *
    Securities of Foreign Issuers                        *          *          --            X           X           X
    Short-Term Corporate Obligations                    --         --          --           --           --          X
    Supranational Agency Obligations                    --         --          --            X          35%          X
    U.S. Treasury and Government Agency Obligations     --         20%         --            X           X           X
    Zero Coupon Obligations                             --         --          --            X           X           X
 
Investment Practices
    Borrowing                                         33 1/3%    33 1/3%     33 1/3%      33 1/3%     33 1/3%     33 1/3%
    Illiquid Securities                                 15%        15%         15%          15%         15%         10%
    Securities Lending                                33 1/3%    33 1/3%     33 1/3%      33 1/3%     33 1/3%     33 1/3%
    Standby Commitments                                  X          X           X            X           X           X
    When-Issued Securities                            33 1/3%    33 1/3%     33 1/3%      33 1/3%     33 1/3%     33 1/3%
 
Leveraging and Hedging Tools
    Futures and Options on Futures                      --         20%         20%          35%         35%         --
    Options                                             --         20%         35%          35%         35%         --
    Puts                                                --         --          --           35%         35%         --
    Swaps, Caps, Floors, and Collars                    --         --          --           25%          --         --
    Variable and Floating Rate Instruments              --          *          --            X           X           X
</TABLE>
 
(1) MAY INVEST UP TO 25% PRIVATELY-ISSUED MORTGAGE-BACKED SECURITIES.
 
(2) MAY INVEST UP TO 10% OF ITS ASSETS IN HIGH YIELD SECURITIES.
 
(3) MAY PURCHASE UP TO 25% RATED BBB OR Baa OR THEIR UNRATED EQUIVALENTS.
 
(4) MAY PURCHASE UP TO 35% PRIVATELY-ISSUED MORTGAGE-BACKED SECURITIES.
 
(5) INCLUDES PRIVATELY-ISSUED MORTGAGE-BACKED SECURITIES.
 
(6) MAY INVEST UP TO 25% OF ITS ASSETS IN OBLIGATIONS ISSUED BY FOREIGN BRANCHES
    OF U.S. BANKS AND BY LONDON BRANCHES OF FOREIGN BANKS.
 
(7) HIGHEST QUALITY -- PRIME QUALITY MONEY MARKET FUND; TWO HIGHEST RATINGS
    CATEGORIES -- INVESTMENT GRADE BOND FUND AND SHORT-TERM BOND FUND.
<PAGE>
26  PROSPECTUS
 
    Under normal market conditions, the Funds will follow the practices and
policies outlined above. However, for temporary defensive purposes during
periods when its Adviser determines that market conditions warrant each Fund may
invest up to 100% of its assets in cash, money market instruments, repurchase
agreements and short-term obligations. When the Funds are investing for
temporary defensive purposes, they will not be pursuing their respective
investment objectives.
 
Investment Restrictions
 
    Each Fund will not invest more than 25% of its assets in any one industry.
With respect to 75% of its assets, each Fund will not:
 
    - Invest more than 5% of its assets in the securities of any one issuer.
 
    - Purchase more than 10% of the outstanding voting securities of any one
      issuer.
 
MORE ABOUT INVESTMENTS AND HEDGING TOOLS
 
    The following is a description of some of the permitted investments for the
Funds. Further discussion is contained in the SAI.
 
    AMERICAN DEPOSITARY RECEIPTS (ADRs) are securities, typically issued by a
U.S. financial institution (a depositary). The institution has ownership
interests in a security, or a pool of securities, issued by a foreign issuer and
deposited with the depositary. ADRs may be available through "sponsored" or
"unsponsored" facilities. A sponsored facility is established jointly by the
issuer of the security underlying the receipt and a depositary. An unsponsored
facility may be established by a depositary without participation by the issuer
of the underlying security.
 
    ASSET-BACKED SECURITIES are securities backed by non-mortgage assets such as
company receivables, truck and auto loans, leases, and credit card receivables.
These securities are generally issued as pass-through certificates, which
represent undivided fractional ownership interests in the underlying pools of
assets. Asset-backed securities may also be DEBT OBLIGATIONS, which are also
known as collateralized obligations and are generally issued as the debt of a
special purpose entity, such as a trust, organized solely for the purpose of
owning these assets and issuing these DEBT OBLIGATIONS.
 
    BANK OBLIGATIONS are SHORT-TERM CORPORATE OBLIGATIONS issued by U.S. and
foreign banks, including bankers' acceptances, certificates of deposit,
custodial receipts, and time deposits.
 
    COMMON AND PREFERRED STOCKS represent units of ownership in a corporation.
Owners of common stock typically are entitled to vote on important matters.
Owners of preferred stock ordinarily do not have voting rights, but are entitled
to dividends at a specified rate. Preferred stock has a prior claim to common
stockholders with respect to dividends.
 
    CONVERTIBLE SECURITIES are securities issued by corporations that are
exchangeable for a set number of another security at a prestated price. The
market value of a convertible security tends to
<PAGE>
                                                          PROSPECTUS  27
 
move with the market value of the underlying stock. The value of a convertible
security is also affected by prevailing interest rates, the credit quality of
the issuer, and any call OPTION provisions.
 
    CORPORATE DEBT SECURITIES are DEBT OBLIGATIONS issued by corporations with
maturities exceeding 270 days.
 
    DEBT OBLIGATIONS represent money borrowed that obligates the issuer, (E.G.,
a corporation, municipality, government, government agency) to repay the
borrowed amount at maturity (when the obligation is due and payable) and usually
to pay the holder interest at specific times (E.G., bonds, notes, debentures.)
 
    EQUITY SECURITIES include COMMON AND PREFERRED STOCKS, WARRANTS, RIGHTS to
subscribe to common stock, and CONVERTIBLE SECURITIES. These securities may be
publicly or privately issued.
 
    FORWARD FOREIGN CURRENCY CONTRACTS involve obligations to purchase or sell a
specific currency amount at a future date, agreed upon by the parties, at a
price set at the time of the contract. A Fund may also enter into a contract to
sell, for a fixed amount of U.S. dollars or other appropriate currency, the
amount of foreign currency approximating the value of some or all of the Fund's
securities denominated in the foreign currency. A Fund may realize a gain or
loss from currency transactions.
 
    FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS provide for the future
sale by one party and purchase by another party of a specified amount of a
specific security at a specified future time and at a specified price. An option
on a futures contract gives the purchaser the right, in exchange for a premium,
to assume a position in a futures contract at a specified exercise price during
the term of the option.
 
    A Fund may use futures contracts, and related options for bona fide hedging
purposes, to offset changes in the value of securities held or expected to be
acquired. They may also be used to minimize fluctuations in foreign currencies
or to gain exposure to a particular market or instrument. A Fund will minimize
the risk that it will be unable to close out a futures contract by only entering
into futures contracts which are traded on national futures exchanges.
 
    Index futures are futures contracts for various indices that are traded on
registered securities exchanges. An index futures contract obligates the seller
to deliver (and the purchaser to take) an amount of cash equal to a specific
dollar amount times the difference between the value of a specific index at the
close of the last trading day of the contract and the price at which the
agreement is made.
 
    ILLIQUID SECURITIES are securities that cannot be disposed of within seven
days at approximately the price at which they are being carried on the Fund's
books.
 
    INVESTMENT COMPANY SHARES are shares of other mutual funds which may be
purchased by the Funds to the extent consistent with applicable law. Closed-end
mutual funds usually trade at discount from net asset value.
<PAGE>
28  PROSPECTUS
 
    MONEY MARKET INSTRUMENTS are high quality, dollar-denominated, SHORT-TERM
OBLIGATIONS, including BANK OBLIGATIONS, U.S. TREASURY OBLIGATIONS, U.S.
GOVERNMENT AGENCY OBLIGATIONS, and SHORT-TERM CORPORATE OBLIGATIONS.
 
    MORTGAGE-BACKED SECURITIES are instruments that entitle the holder to a
share of all interest and principal payments from mortgages underlying the
security. The mortgages backing these securities include conventional fifteen-
and thirty-year fixed rate mortgages, graduated payment mortgages, adjustable
rate mortgages, and floating rate mortgages.
 
    During periods of declining interest rates, prepayment of mortgages
underlying mortgage-backed securities may accelerate. It is often not possible
to predict accurately the average life or realized yield of a particular issue.
 
    GOVERNMENT PASS-THROUGH SECURITIES are securities issued or guaranteed by a
U.S. Government agency representing an interest in a pool of mortgage loans.
Government and private guarantees do not extend to the securities' value, which
is likely to vary inversely with fluctuations in interest rates.
 
    PRIVATE PASS-THROUGH SECURITIES are mortgage-backed securities issued by a
non-governmental entity, such as a trust. While they are generally structured
with one or more types of credit enhancement, private pass-through securities
typically lack a guarantee by an entity having the credit status of a
governmental agency or instrumentality.
 
    COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS) are DEBT OBLIGATIONS or
multi-class pass-through certificates issued by agencies or instrumentalities of
the U.S. Government, or by private originators, or investors in mortgage loans.
Each class of a CMO is issued with a specific fixed or floating interest rate
and has a stated maturity or final distribution date.
 
    REMICS are CMOS that qualify for special tax treatment under the Internal
Revenue Code. They invest in certain mortgages that are principally secured by
interests in real property. These securities are often guaranteed as to the
payment of principal and/or interest as payments are required to be made on the
underlying mortgage participation certificates.
 
    STRIPPED MORTGAGE-BACKED SECURITIES (SMBS) are usually structured with two
classes that receive specified proportions of the monthly interest and principal
payments from a pool of mortgage securities. One class may receive all of the
interest payments, and the other class may receive all of the principal
payments. SMBs are extremely sensitive to changes in interest rates because of
the impact of prepayment of principal on the underlying mortgage securities.
 
    MUNICIPAL LEASE OBLIGATIONS are securities issued by state and local
governments and authorities to finance the acquisition of equipment and
facilities. They may take the form of a lease, an installment purchase contract,
a conditional sales contract, or a participation interest in any of the above.
 
    MUNICIPAL SECURITIES consist of:
<PAGE>
                                                          PROSPECTUS  29
 
    - Debt obligations issued by, or on behalf of, public authorities to obtain
      funds to be used for various public facilities, for refunding outstanding
      obligations, for general operating expenses, and for lending these funds
      to other public institutions and facilities; and
 
    - Certain private activity and industrial development bonds issued by, or on
      behalf of, public authorities to obtain funds to provide for the
      construction, equipment, repair or improvement of privately operated
      facilities.
 
    General obligation bonds are backed by the taxing power of the issuing
municipality. Revenue bonds are backed by the revenues of a project or facility
(for example, tolls from a bridge). Certificates of participation represent an
interest in an underlying obligation or commitment, such as an obligation issued
in connection with a leasing arrangement. The payment of principal and interest
on private activity and industrial development bonds generally is totally
dependent on the ability of a facility's user to meet its financial obligations
and the pledge, if any, of real and personal property as security for the
payment.
 
    OPTIONS -- The buyer of an option acquires the right to buy (a call option)
or sell (a put option) a certain quantity of a security (the underlying
security) or instrument at a certain price up to a specified point in time. The
seller or writer of an option is obligated to sell (a call option) or buy (a put
option) the underlying security. All options written by a Fund will be
"covered," which means that the Fund will own an equal amount of the underlying
currency ("options on currencies") or security. With respect to put options
written by the Fund, the Fund will establish a segregated account with its
custodian bank consisting of cash or cash equivalents in an amount equal to the
amount the Fund would be required to pay upon exercise of the put option.
 
    PAY-IN-KIND SECURITIES are DEBT OBLIGATIONS, or PREFERRED STOCK, that pay
interest or dividends in the form of additional DEBT OBLIGATIONS or PREFERRED
STOCK.
 
    REPURCHASE AGREEMENTS are agreements by which a Fund obtains a security and
simultaneously agrees to return the security to the seller at an agreed upon
price on an agreed upon date within a number of days from the date of purchase.
 
    A Fund will enter into repurchase agreements only with financial
institutions deemed to present minimal risk of bankruptcy during the term of the
agreement based on established guidelines.
 
    RESTRICTED SECURITIES are securities that may not be sold freely to the
public absent registration under the Securities Act of 1933 or an exemption from
registration. The Trust's Board of Trustees has adopted procedures for
determining the liquidity of restricted securities.
 
    RIGHTS give existing shareholders of a corporation the right, but not the
obligation, to buy shares of the corporation at a given price, usually below the
offering price, during a specified period.
 
    SECURITIES LENDING -- To generate additional income, a Fund may lend
securities which it owns under agreements requiring that the loan be
continuously secured by collateral equal to at least 100% of the market value of
the loaned securities. A Fund continues to receive interest on the loaned
securities while simultaneously earning interest on the investment of cash
collateral.
<PAGE>
30  PROSPECTUS
 
    SECURITIES OF FOREIGN ISSUERS are securities issued by foreign corporations,
including foreign branches of U.S. banks and foreign banks, and by foreign
governments or their agencies or instrumentalities.
 
    SHORT-TERM OBLIGATIONS are DEBT OBLIGATIONS maturing (becoming payable) in
397 days or less, including commercial paper and short-term corporate
obligations. Short-term corporate obligations are short-term obligations issued
by corporations.
 
    STANDBY COMMITMENTS AND PUTS permit the holder to sell securities at a fixed
price prior to maturity. Securities subject to a standby commitment or put may
be sold at any time at the current market price. However, unless the standby
commitment or put was an integral part of the security as originally issued, it
may not be marketable or assignable.
 
    SUPRANATIONAL AGENCY OBLIGATIONS -- Obligations of supranational entities
are established through the joint participation of several governments,
including the Asian Development Bank, the Inter-American Development Bank,
International Bank for Reconstruction and Development (World Bank), African
Development Bank, European Economic Community, European Investment Bank, and the
Nordic Investment Bank.
 
    SWAPS, CAPS, FLOORS, AND COLLARS are hedging tools designed to permit the
purchaser to preserve a return or spread on a particular investment or portion
of its portfolio. They are also used to protect against any increase in the
price of securities the Fund anticipates purchasing at a later date. Swap
agreements are sophisticated hedging instruments that typically involve a small
investment of cash relative to the magnitude of risk assumed. As a result, swaps
can be highly volatile and have a considerable impact on the Fund's performance.
 
    U.S. GOVERNMENT AGENCY OBLIGATIONS are obligations issued or guaranteed by
agencies or instrumentalities of the U.S. Government. Some of these securities
are supported by the full faith and credit of the U.S. Treasury, others are
supported by the right of the issuer to borrow from the Treasury, and others are
supported only by the credit of the agency or instrumentality.
 
    U.S. TREASURY OBLIGATIONS consist of bills, notes, and bonds issued by the
U.S. Treasury. They also consist of separately traded interest and principal
component parts of these obligations that are transferable through the Federal
book-entry system known as Separately Traded Registered Interest and Principal
Securities (STRIPS).
 
    VARIABLE AND FLOATING RATE INSTRUMENTS are certain obligations that may
carry variable or floating rates of interest, and may involve a conditional or
unconditional demand feature. Such instruments bear interest at rates which are
not fixed, but which vary with changes in specified market rates or indices.
 
    WARRANTS give holders the right, but not the obligation, to buy shares of a
company at a given price, usually higher than the market price, during a
specified period.
 
    WHEN-ISSUED AND DELAYED DELIVERY SECURITIES involve the purchase of an
instrument with payment and delivery taking place in the future. Delivery of,
and payment for, these securities
<PAGE>
                                                          PROSPECTUS  31
 
may occur a month or more after the date of the purchase commitment. The
interest rate realized on these securities is fixed as of the purchase date and
no interest accrues to the Fund before settlement.
 
    ZERO COUPON OBLIGATIONS are DEBT SECURITIES that do not bear any interest,
but instead are issued at a deep discount from face value or par. The value of a
zero coupon obligation increases over time to reflect the interest accumulated.
Such obligations will not result in the payment of interest until maturity, and
will have greater price volatility than similar securities that are issued at
face value or par and pay interest periodically.
<PAGE>
32  PROSPECTUS
 
<TABLE>
<S>        <C>                                       <C>
STI CLASSIC FUNDS ORGANIZATIONAL OVERVIEW
 
*          INVESTMENT ADVISORS
           Trusco Capital Management, Inc.           50 Hurt Plaza
                                                     Suite 1400
                                                     Atlanta, GA 30303
 
           STI Capital Management, N.A.              P.O. Box 3808
                                                     Orlando, FL 32802
 
*          DISTRIBUTOR
           SEI Investments Distribution Co.          Oaks, PA 19456
 
*          ADMINISTRATOR
           SEI Fund Resources                        Oaks, PA 19456
 
*          TRANSFER AGENT
           Federated Services Company                Federated Investors Tower
                                                     Pittsburgh, PA 15222-3779
 
*          CUSTODIAN
           SunTrust Bank, Atlanta                    c/o STI Trust & Investment
                                                     Operations, Inc.
                                                     303 Peachtree Street N.E.
                                                     14th Floor
                                                     Atlanta, GA 30308
 
*          LEGAL COUNSEL
           Morgan, Lewis & Bockius LLP               1800 M Street, N.W.
                                                     Washington, D.C. 20036
 
*          INDEPENDENT PUBLIC ACCOUNTANTS
           Arthur Andersen LLP                       1601 Market Street
                                                     Philadelphia, PA
                                                     19103-2499
</TABLE>
<PAGE>
                                                          PROSPECTUS  33
 
    Additional information about the Funds is included in the SAI dated October
1, 1997. The SAI has been filed with the SEC and is incorporated by reference
into this Prospectus. You may obtain a copy of the SAI, or of the annual or
semi-annual reports, without charge by calling 1-800-874-4770, or by contacting
the Distributor, SEI Investments Distribution Co., Oaks, Pennsylvania 19456.
 
    No one has been authorized to give any information or to make any
representations not contained in this Prospectus or in the Trust's SAI in
connection with the offering of Fund Shares. Do not rely on any such information
or representations as having been authorized by the Trust or the Distributor.
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