STI CLASSIC FUNDS, 497, 1998-03-03

STI CLASSIC FUNDS
497, 1998-03-03

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<PAGE>
PROSPECTUS

GENERAL INFORMATION
AND CONTENTS

<TABLE>
<C> <S>
1 ABOUT THE TRUST
---

1 INVESTMENT GRADE BOND FUND
---

3 U.S. GOVERNMENT SECURITIES FUND
---

5 LIMITED-TERM FEDERAL MORTGAGE
--- SECURITIES FUND

7 SHORT-TERM BOND FUND
---

9 SHORT-TERM U.S. TREASURY
--- SECURITIES FUND

11 INVESTMENT GRADE TAX-EXEMPT
--- BOND FUND

13 FLORIDA TAX-EXEMPT BOND FUND
---

15 GEORGIA TAX-EXEMPT BOND FUND
---

17 TENNESSEE TAX-EXEMPT BOND FUND
---

19 PRIME QUALITY MONEY MARKET FUND
---

21 U.S. GOVERNMENT SECURITIES
--- MONEY MARKET FUND

23 TAX-EXEMPT MONEY MARKET FUND
---

26 RISK CONSIDERATIONS
---

29 PURCHASING FUND SHARES
---

31 TAX INFORMATION
---

36 FUND INVESTMENTS
---

38 MORE ABOUT INVESTMENTS AND HEDGING
--- TOOLS
</TABLE>

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 Trust Shares
of the Fixed-Income Funds, State Tax-Exempt Funds, and Money Market Funds that
you should know before investing. Please read this Prospectus, and keep it for
future reference.

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 A MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT A MONEY MARKET FUND WILL BE

ABLE TO MAINTAIN A CONSTANT VALUE OF $1.00 PER SHARE.

OCTOBER 1, 1997
(AS REVISED FEBRUARY 27, 1998)
<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 Investment Grade Bond Fund, U.S. Government Securities
Fund, Limited-Term Federal Mortgage Securities Fund, Short-Term Bond Fund,
Short-Term U.S. Treasury Securities Fund, Investment Grade Tax-Exempt Bond Fund
(the Fixed Income Funds), Florida Tax-Exempt Bond Fund, Georgia Tax-Exempt Bond
Fund, Tennessee Tax-Exempt Bond Fund (the State Tax-Exempt Funds), Prime Quality
Money Market Fund, U.S. Government Securities Money Market Fund, and Tax-Exempt
Money Market Fund (the Money Market Funds) (collectively, the Funds).

ABOUT MONEY MARKET FUNDS

The Money Market Funds are governed by SEC rules which impose certain
quality, maturity, and diversification requirements. Each Fund's assets are
valued using the amortized cost method, which enables a Money Market Fund to
maintain a stable net asset value per share. All securities purchased by a Money
Market Fund must have remaining maturities of 13 months or less.

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
4 to 10 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.
<PAGE>
2 PROSPECTUS

RISK CONSIDERATIONS

[LOGO]
The Investment Grade Bond Fund is subject to the following types of
risk:

- 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 WAIVERS DESCRIBED ABOVE, TOTAL FUND OPERATING EXPENSES WOULD
BE .87%. THESE FEE WAIVERS ARE VOLUNTARY AND MAY BE DISCONTINUED AT ANY TIME
AT THE DISCRETION OF THE SERVICE PROVIDER THAT IS WAIVING ITS FEE.

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 3

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.

U.S. GOVERNMENT SECURITIES FUND
FUND OBJECTIVE

[LOGO]
The U.S. Government Securities Fund seeks to provide as high a level
of current income as is consistent with the preservation of capital by investing
primarily in obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.

PORTFOLIO INVESTMENTS

[LOGO]
The Fund primarily invests in U.S. Government agency obligations,
including mortgage-backed securities.

The Fund may invest in investment grade obligations, variable and floating
rate instruments and may engage in dollar roll transactions. To some extent, the
Fund may invest in other securities and engage in other investment practices.
See "FUND INVESTMENTS."

The average maturity of the Fund's portfolio will typically range from 7 to
14 years, which may impact the Fund's exposure to interest rate risk.

RISK CONSIDERATIONS

[LOGO]
The U.S. Government Securities Fund is subject to the following types
of risk:

- Fund Risk;

- Interest Rate Risk;

- Credit Risk;
<PAGE>
4 PROSPECTUS

- Call Risk;

- Event Risk; and

- Prepayment Risk.

For a description of these risks, please see "RISK CONSIDERATIONS."

FUND MANAGEMENT

[LOGO]
Mr. Charles B. Leonard, CFA, First Vice President of Trusco Capital
Management, Inc., and Michael L. Ford, an Associate of Trusco, have co-managed
the U.S. Government Securities Fund since it began operating. Mr. Leonard, who
has more than 25 years of investment experience, has been with Trusco since 1986
as the senior fixed income manager. Mr. Ford, who has more than 11 years of
investment experience, has been with Trusco since April 1994. Prior to joining
Trusco, Mr. Ford served as a senior securities analyst with Liberty Capital
Advisors from 1992 to 1994 and served as a securities analyst at Southern Farm
Bureau Life Insurance Company from 1990 to 1992.

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 U.S.
GOVERNMENT SECURITIES 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) .45%
Other Expenses .32%
Total Fund Operating Expenses After Fee Waivers(2) .77%
</TABLE>

(1)ABSENT VOLUNTARY WAIVERS, INVESTMENT ADVISORY FEES WOULD BE .74%.

(2)ABSENT THE FEE WAIVERS DESCRIBED ABOVE, TOTAL FUND OPERATING EXPENSES WOULD
BE 1.06%. THESE FEE WAIVERS ARE VOLUNTARY AND MAY BE DISCONTINUED AT ANY TIME
AT THE DISCRETION OF THE SERVICE PROVIDER THAT IS WAIVING 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. $ 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 5

FINANCIAL AND PERFORMANCE HIGHLIGHTS

[LOGO]
The table that follows presents information about the investment results
of the Trust Shares of the U.S. GOVERNMENT SECURITIES 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.
- ---------------------------------
U.S. GOVERNMENT SECURITIES 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 $ 9.91 $0.62 $ 0.11 $(0.62) $ -- $10.02 7.54% $ 19,471 0.75%
1996 10.27 0.62 (0.33) (0.62) (0.03) 9.91 2.77% 10,277 0.75%
1995(1) 9.98 0.53 0.29 (0.53) -- 10.27 8.64%+* 3,291 0.75%

<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
---------- --------------- --------------- --------
<S> <C> <C> <C> <C>
1997 6.19% 1.02% 5.92% 21%
1996 6.05% 1.25% 5.55% 83%
1995(1) 6.67% 3.33% 4.09% 30%
</TABLE>

* ANNUALIZED.

+ CUMULATIVE SINCE COMMENCEMENT OF OPERATIONS.

(1) COMMENCED OPERATIONS ON JULY 31, 1994.

LIMITED-TERM FEDERAL MORTGAGE
SECURITIES FUND
FUND OBJECTIVE

[LOGO]
The Limited-Term Federal Mortgage Securities Fund seeks to provide as
high a level of current income as is consistent with the preservation of capital
by investing primarily in mortgage-related securities issued or guaranteed by
U.S. Government agencies and instrumentalities.

PORTFOLIO INVESTMENTS

[LOGO]
The Fund primarily invests in mortgage-backed securities issued or
guaranteed by U.S. Government agencies, such as GNMA, Fannie Mae, or FHLMC.
These securities typically have an average life of from 1 to 5 years.

The Fund may invest in investment grade obligations, variable and floating
rate instruments and asset-backed securities, and may engage in dollar roll
transactions. To some extent, the Fund may invest in other securities and engage
in other investment practices. See "FUND INVESTMENTS."

RISK CONSIDERATIONS

[LOGO]
The Limited-Term Federal Mortgage Securities Fund is subject to the
following types of risk:

- Fund Risk;

- Interest Rate Risk;

- Credit Risk;
<PAGE>
6 PROSPECTUS

- Call Risk;

- Event Risk; and

- Prepayment Risk.

For a description of these risks, please see "RISK CONSIDERATIONS."

FUND MANAGEMENT

[LOGO]
Mr. L. Earl Denney, CFA, and Mr. Dave E. West, CFA, have co-managed
the Limited-Term Federal Mortgage Securities Fund since it began operating. Mr.
Denney has served as 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. Mr. West, a Vice President of STI
Capital Management, N.A., has served as a fixed-income portfolio manager with
STI since 1989.

TRANSACTION AND OPERATING EXPENSES

<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 WAIVERS DESCRIBED ABOVE, TOTAL FUND OPERATING EXPENSES WOULD
BE .81%. THESE FEE WAIVERS ARE VOLUNTARY AND MAY BE DISCONTINUED AT ANY TIME
AT THE DISCRETION OF THE SERVICE PROVIDER THAT IS WAIVING ITS FEE.

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 7

FINANCIAL AND PERFORMANCE HIGHLIGHTS

[LOGO]
The table that follows presents information about the investment results
of the Trust Shares of the LIMITED-TERM FEDERAL MORTGAGE SECURITIES 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.
- ------------------------------------------------
LIMITED-TERM FEDERAL MORTGAGE SECURITIES 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 $ 9.99 $0.58 $ 0.04 $(0.58) $(0.01) $10.02 6.43% $ 123,903 0.65%
1996 10.11 0.62 (0.14) (0.60) -- 9.99 4.84% 73,370 0.65%
1995(1) 10.00 0.58 0.13 (0.60) -- 10.11 7.50%+ 41,823 0.65%*

<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 5.81% 0.78% 5.68% 133%
1996 6.04% 0.84% 5.85% 83%
1995(1) 6.43%* 0.93%* 6.15%* 68%
</TABLE>

* ANNUALIZED.

+ CUMULATIVE SINCE COMMENCEMENT OF OPERATIONS.

(1) COMMENCED OPERATIONS ON JUNE 7, 1994.

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 weighted maturity to as little as 90 days for temporary
defensive purposes.
<PAGE>
8 PROSPECTUS

RISK CONSIDERATIONS

[LOGO]
The Short-Term Bond Fund is subject to the following types of risk:

- 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

<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%.

<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 9

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.

SHORT-TERM U.S. TREASURY
SECURITIES FUND
FUND OBJECTIVE

[LOGO]
The Short-Term U.S. Treasury Securities 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 through investment
exclusively in short-term U.S. Treasury securities.

PORTFOLIO INVESTMENTS

[LOGO]
The Fund invests exclusively in obligations issued by the U.S.
Treasury with remaining maturities of 3 years or less. The Fund will
not invest in repurchase agreements. To some extent, the Fund may invest in
other securities and engage in other investment practices. See "FUND
INVESTMENTS."

Under normal market conditions, it is anticipated that the Fund's average
maturity will range from 1 to 2 years, which may impact the Fund's exposure to
interest rate risk.
<PAGE>
10 PROSPECTUS

RISK CONSIDERATIONS

[LOGO]
The Short-Term U.S. Treasury Securities Fund is subject to the
following types of risk:

- Fund Risk; and

- Interest Rate Risk.

For a description of these risks, please see "RISK CONSIDERATIONS."

FUND MANAGEMENT

[LOGO]
Mr. David Yealy, has managed the Short-Term U.S. Treasury Securities
Fund since July, 1996. He joined Trusco Capital Management, Inc. in 1991 and
currently serves as a Vice President.

TRANSACTION AND OPERATING EXPENSES

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES None

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF NET ASSETS)
Investment Advisory Fees After Fee Waivers(1) .35%
Other Expenses .32%
Total Fund Operating Expenses After Fee Waivers(2) .67%
</TABLE>

(1)ABSENT VOLUNTARY WAIVERS, INVESTMENT ADVISORY FEES WOULD BE .65%.

(2)ABSENT THE FEE WAIVERS DESCRIBED ABOVE, TOTAL FUND OPERATING EXPENSES WOULD
BE .97%. THESE FEE WAIVERS ARE VOLUNTARY AND MAY BE DISCONTINUED AT ANY TIME
AT THE DISCRETION OF THE SERVICE PROVIDER THAT IS WAIVING 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. $ 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 U.S. TREASURY SECURITIES 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 U.S. TREASURY SECURITIES 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 $ 9.84 $0.51 $ 0.04 $(0.51) $ -- $9.88 5.76% $21,988 0.65%
1996 9.93 0.55 (0.09) (0.55) -- 9.84 4.73% 10,149 0.65%
1995 9.82 0.47 0.11 (0.47) -- 9.93 6.11% 9,599 0.65%
1994 9.98 0.33 (0.11) (0.33) (0.05) 9.82 2.17% 12,723 0.65%
1993(1) 10.00 0.07 (0.02) (0.07) -- 9.98 2.22%* 30,336 0.63%*

<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 5.23% 0.92% 4.96% 93%
1996 5.56% 1.00% 5.21% 94%
1995 4.91% 1.08% 4.48% 88%
1994 3.23% 0.81% 3.07% 117%
1993(1) 3.34%* 1.04%* 2.93%* 36%
</TABLE>

* ANNUALIZED.

(1)COMMENCED OPERATIONS ON MARCH 15, 1993.

INVESTMENT GRADE TAX-EXEMPT
BOND FUND
FUND OBJECTIVE

[LOGO]
The Investment Grade Tax-Exempt Bond Fund seeks to provide as high a
level of total return through federally tax-exempt current income and capital
appreciation as is consistent with the preservation of capital primarily through
investment in investment grade tax-exempt obligations.

PORTFOLIO INVESTMENTS

[LOGO]
The Fund primarily invests in investment-grade municipal securities.
The Fund intends to be fully invested in federally tax-exempt
securities. The issuers of these securities can be located in:

- any of the 50 states;

- District of Columbia; and

- Puerto Rico and other U.S. territories and possessions.

At least 80% of the Fund's total assets are invested in securities with
income exempt from regular federal income tax and not treated as a preference
item for purposes of the federal alternative minimum tax.

The Fund may invest in variable and floating rate instruments and investment
grade taxable debt obligations. To some extent, the Fund may invest in other
securities and engage in other
<PAGE>
12 PROSPECTUS

investment practices. See "FUND INVESTMENTS."

Under normal market conditions, it is anticipated that the Fund's average
weighted maturity will range from 4 to 10 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 Tax-Exempt Bond Fund is subject to the following
types of risk:

- Fund Risk;

- Interest Rate Risk;

- Credit Risk;

- Call Risk;

- Event Risk; and

- Hedging Risks.

For a description of these risks, please see "RISK CONSIDERATIONS."

FUND MANAGEMENT

[LOGO]
Mr. Ronald Schwartz, CFA, has managed the Investment Grade Tax-Exempt
Bond Fund since the Fund began operations. He joined STI Capital Management,
N.A. in 1988, and currently serves as a Senior Vice President. Prior to joining
STI Capital Management, N.A., he served as a trader at the Bank of Boston.

TRANSACTION AND OPERATING EXPENSES

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES None

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF NET ASSETS)
Investment Advisory Fees After Fee Waivers(1) .63%
Other Expenses .14%
Total Fund Operating Expenses After Fee Waivers(2) .77%
</TABLE>

(1)ABSENT VOLUNTARY WAIVERS, INVESTMENT ADVISORY FEES WOULD BE .74%.

(2)ABSENT THE FEE WAIVERS DESCRIBED ABOVE, TOTAL FUND OPERATING EXPENSES WOULD
BE .88%. THESE FEE WAIVERS ARE VOLUNTARY AND MAY BE DISCONTINUED AT ANY TIME
AT THE DISCRETION OF THE SERVICE PROVIDER THAT IS WAIVING 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, $ 8 $ 25 $ 43 $ 95
assuming
(1) a 5% annual return; and
(2) redemption at the end of each time period.
</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 INVESTMENT GRADE TAX-EXEMPT 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 TAX-EXEMPT 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 $11.10 $0.44 $0.33 $(0.44) $(0.21) $11.22 7.13% $ 139,144 0.75%
1996 11.28 0.45 0.19 (0.45) (0.37) 11.10 5.82% 124,507 0.75%
1995 10.68 0.46 0.60 (0.46) -- 11.28 10.21% 78,208 0.75%
1994(1) 11.37 0.22 (0.34) (0.22) (0.35) 10.68 (1.10)%+ 44,595 0.75%*

<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 3.96% 0.86% 3.85% 489%
1996 4.01% 0.89% 3.87% 514%
1995 4.34% 0.91% 4.18% 592%
1994(1) 3.46%* 0.95%* 3.26%* 432%
</TABLE>

*ANNUALIZED.

+ RETURNS ARE FOR THE PERIOD INDICATED AND HAVE NOT BEEN ANNUALIZED.

(1)COMMENCED OPERATIONS ON OCTOBER 21, 1993.

FUND INFORMATION -- STATE
TAX-EXEMPT BOND FUNDS

FLORIDA TAX-EXEMPT BOND FUND
FUND OBJECTIVE

[LOGO]
The Florida Tax-Exempt Bond Fund seeks to provide current income
exempt from regular federal income tax for Florida residents without undue
investment risk.

PORTFOLIO INVESTMENTS

[LOGO]
The Fund primarily invests in investment grade Florida municipal
securities. The Fund intends to be fully invested in municipal securities with
income exempt from

regular federal income tax. The issuers of these securities can be located in:

- Florida;

- District of Columbia; and

- Puerto Rico and other U.S. territories and possessions.

At least 80% of the Fund's total assets will be invested in securities with
income exempt from regular federal income tax and not treated as a preference
item for purposes of the federal alternative minimum tax.

Under normal market conditions, it is anticipated that the Fund's average
weighted maturity will range from 6 to 25 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 Florida Tax-Exempt Bond Fund is subject to the following types of
risk:

- Fund Risk;

- Interest Rate Risk;

- Credit Risk;

- Call Risk;

- Event Risk;

- Geographic Risk; and

- Hedging Risks.

For a description of these risks, please see "RISK CONSIDERATIONS."

FUND MANAGEMENT

[LOGO]
Mr. Ronald Schwartz, CFA, has managed the Florida Tax-Exempt Bond
Fund since the Fund began operations. He joined STI Capital Management, N.A. in
1988, and currently serves as Senior Vice President. Prior to joining STI
Capital Management, N.A., he served as a trader at the Bank of Boston.

TRANSACTION AND OPERATING EXPENSES

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES None

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF NET ASSETS)
Investment Advisory Fees After Fee Waivers(1) .49%
Other Expenses .18%
Total Fund Operating Expenses After Fee Waivers(2) .67%
</TABLE>

(1)ABSENT VOLUNTARY WAIVERS, INVESTMENT ADVISORY FEES WOULD BE .65%.

(2)ABSENT THE FEE WAIVERS DESCRIBED ABOVE, TOTAL FUND OPERATING EXPENSES WOULD
BE .83%. THESE FEE WAIVERS ARE VOLUNTARY AND MAY BE DISCONTINUED AT ANY TIME
AT THE DISCRETION OF THE SERVICE PROVIDER THAT IS WAIVING ITS FEE.

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 15

FINANCIAL AND PERFORMANCE HIGHLIGHTS

[LOGO]
The table that follows presents information about the investment results
of the Trust Shares of the FLORIDA TAX-EXEMPT 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.
- -------------------------------
FLORIDA TAX-EXEMPT 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 $10.06 $0.46 $ 0.25 $(0.46) $(0.03) $10.28 7.22% $50,487 0.65%
1996 10.18 0.46 (0.07) (0.46) (0.05) 10.06 3.87% 30,790 0.65%
1995 9.75 0.44 0.43 (0.44) -- 10.18 9.26% 10,118 0.65%
1994(1) 10.00 0.13 (0.25) (0.13) -- 9.75 (1.19)%+ 3,192 0.65%*

<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 4.48% 0.80% 4.33% 135%
1996 4.49% 0.88% 4.26% 63%
1995 4.63% 1.13% 4.15% 105%
1994(1) 3.86%* 1.12%* 3.39%* 53%
</TABLE>

*ANNUALIZED.

+CUMULATIVE SINCE COMMENCEMENT OF OPERATIONS.

(1)COMMENCED OPERATIONS ON JANUARY 25, 1994.

GEORGIA TAX-EXEMPT BOND FUND
FUND OBJECTIVE

[LOGO]
The Georgia Tax-Exempt Bond Fund seeks to provide current income
exempt from regular federal income tax for Georgia residents without undue
investment risk.

PORTFOLIO INVESTMENTS

[LOGO]
The Fund primarily invests in investment grade Georgia municipal
securities. The Fund intends to be fully invested in municipal securities with
income exempt from regular federal income tax and substantially exempt from
State of Georgia income tax. The issuers of these securities can be located in:

- Georgia;

- District of Columbia; and

- Puerto Rico and other U.S. territories and possessions.

At least 80% of the Fund's total assets will be invested in securities the
income from which is exempt from regular federal income tax and not treated as a
preference item for purposes of the federal alternative minimum tax.

The Fund may invest in variable and floating rate instruments, and
investment grade taxable debt obligations. To some extent, the Fund may invest
in other securities and engage in other
<PAGE>
16 PROSPECTUS

investment practices. See "FUND INVESTMENTS."

RISK CONSIDERATIONS

[LOGO]
The Georgia Tax-Exempt Bond Fund is subject to the following types of
risk:

- Fund Risk;

- Interest Rate Risk;

- Credit Risk;

- Call Risk;

- Event Risk;

- Geographic Risk; and

- Hedging Risks.

For a description of these risks, please see "RISK CONSIDERATIONS."

FUND MANAGEMENT

[LOGO]
Ms. Gay Cash has managed the Georgia Tax-Exempt Bond Fund since it
began operating. She has more than 16 years of investment experience and has
served as a Vice President of SunTrust Bank, Atlanta since 1987.

TRANSACTION AND OPERATING EXPENSES

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES None

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF NET ASSETS)
Investment Advisory Fees After Fee Waivers(1) .48%
Other Expenses .19%
Total Fund Operating Expenses After Fee Waivers(2) .67%
</TABLE>

(1)ABSENT VOLUNTARY WAIVERS, INVESTMENT ADVISORY FEES WOULD BE .65%.

(2)ABSENT THE FEE WAIVERS DESCRIBED ABOVE, TOTAL FUND OPERATING EXPENSES WOULD
BE .84%. THESE FEE WAIVERS ARE VOLUNTARY AND MAY BE DISCONTINUED AT ANY TIME
AT THE DISCRETION OF THE SERVICE PROVIDER THAT IS WAIVING ITS FEE.

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 17

FINANCIAL AND PERFORMANCE HIGHLIGHTS

[LOGO]
The table that follows presents information about the investment results
of the Trust Shares of the GEORGIA TAX-EXEMPT 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.
- --------------------------------
GEORGIA TAX-EXEMPT 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 $ 9.56 $0.42 $ 0.22 $(0.42) $(0.05) $ 9.73 6.79% $39,732 0.65%
1996 9.63 0.43 (0.05) (0.43) (0.02) 9.56 3.89% 22,950 0.65%
1995 9.42 0.42 0.21 (0.42) -- 9.63 6.94% 13,187 0.65%
1994(1) 10.00 0.14 (0.58) (0.14) -- 9.42 (4.43)%+ 4,338 0.65%*

<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
---------- --------------- --------------- --------
<S> <C> <C> <C> <C>
1997 4.31% 0.81% 4.15% 15%
1996 4.36% 0.89% 4.12% 60%
1995 4.56% 0.98% 4.23% 25%
1994(1) 4.12%* 1.06%* 3.71%* 26%
</TABLE>

*ANNUALIZED.

+CUMULATIVE SINCE COMMENCEMENT OF OPERATIONS.

(1)COMMENCED OPERATIONS ON JANUARY 18, 1994.

TENNESSEE TAX-EXEMPT BOND FUND
FUND OBJECTIVE

[LOGO]
The Tennessee Tax-Exempt Bond Fund seeks to provide current income
exempt from regular federal income tax for Tennessee residents without undue
investment risk.

PORTFOLIO INVESTMENTS

[LOGO]
The Fund primarily invests in investment grade Tennessee municipal
securities. The Fund intends to be fully invested in municipal securities the
income on which is exempt from regular federal income tax and substantially
exempt from State of Tennessee income tax. The issuers of these securities can
be located in:

- Tennessee;

- District of Columbia;

- Puerto Rico and other U.S. territories and possessions.

The Fund may invest in variable and floating rate instruments and taxable
debt obligations. To some extent, the Fund may invest in other securities and
engage in other investment practices. See "FUND INVESTMENTS."
<PAGE>
18 PROSPECTUS

RISK CONSIDERATIONS

[LOGO]
The Tennessee Tax-Exempt Bond Fund is subject to the following types of
risk:

- Fund Risk;

- Interest Rate Risk;

- Credit Risk;

- Call Risk;

- Event Risk;

- Geographic Risk; and

- Hedging Risks.

For a description of these risks, please see "RISK CONSIDERATIONS."

FUND MANAGEMENT

[LOGO]
Mr. Ronald Schwartz, CFA, has managed the Tennessee Tax-Exempt Bond
Fund since the Fund began operating. He joined STI Capital Management, N.A. in
1988, and currently serves as Vice President and Trust Investment Officer of
SunTrust Bank, Chattanooga. Prior to joining STI Capital Management, N.A., he
served as a trader at the Bank of Boston.

TRANSACTION AND OPERATING EXPENSES

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES None

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF NET ASSETS)
Investment Advisory Fees After Fee Waivers and Reimbursements(1) .00%
Other Expenses After Fee Waivers and Reimbursements(2) .67%
Total Fund Operating Expenses After Fee Waivers(3) .67%
</TABLE>

(1)ABSENT VOLUNTARY WAIVERS INVESTMENT ADVISORY FEES WOULD BE .65%.

(2)ABSENT VOLUNTARY WAIVERS AND REIMBURSEMENTS, OTHER EXPENSES WOULD BE 1.09%.

(3)ABSENT THE FEE WAIVERS AND REIMBURSEMENTS DESCRIBED ABOVE, TOTAL FUND
OPERATING EXPENSES WOULD BE 1.74%. 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.

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 19

FINANCIAL AND PERFORMANCE HIGHLIGHTS

[LOGO]
The table that follows presents information about the investment results
of the Trust Shares of the TENNESSEE TAX-EXEMPT 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.
- -----------------------------------
TENNESSEE TAX-EXEMPT 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 $ 9.40 $0.43 $ 0.23 $(0.43) $ -- $ 9.63 7.16% $1,973 0.65%
1996 9.50 0.43 (0.11) (0.42) -- 9.40 3.43% 1,823 0.65%
1995 9.22 0.44 0.28 (0.44) -- 9.50 8.17% 1,664 0.65%
1994(1) 10.00 0.12 (0.77) (0.13) -- 9.22 (6.52)%+ 594 0.65%*

<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
---------- --------------- --------------- --------
<S> <C> <C> <C> <C>
1997 4.51% 1.72% 3.44% 16%
1996 4.49% 1.68% 3.46% 41%
1995 4.90% 2.65% 2.90% 28%
1994(1) 4.24%* 1.43%* 3.46%* 13%
</TABLE>

*ANNUALIZED.

+CUMULATIVE SINCE COMMENCEMENT OF OPERATIONS.

(1)COMMENCED OPERATIONS ON JANUARY 27, 1994.

FUND INFORMATION -- MONEY
MARKET FUNDS

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.

RISK CONSIDERATIONS

[LOGO]
The Prime Quality Money Market Fund is subject to the following types
of risk:

- Fund Risk;
<PAGE>
20 PROSPECTUS

- 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

<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 and Reimbursements(2) .10%
Total Fund Operating Expenses After Fee Waivers and Reimbursements(3) .60%
</TABLE>

(1)ABSENT VOLUNTARY WAIVERS, INVESTMENT ADVISORY FEES WOULD BE .65%.
(2)ABSENT VOLUNTARY WAIVERS AND REIMBURSEMENTS, OTHER EXPENSES WOULD BE .13%.

(3)ABSENT THE FEE WAIVERS AND REIMBURSEMENTS 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.

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 21

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.

U.S. GOVERNMENT SECURITIES
MONEY MARKET FUND
FUND OBJECTIVE

[LOGO]
The U.S. Government Securities 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 bills, notes, and bonds issued by the U.S.
Treasury and separately traded interest and principal component parts of such
obligations that are transferable through the Federal Reserve Book-Entry System
(U.S. Treasury Obligations), securities of wholly-owned corporations of the U.S.
Government that are backed by the full faith and credit of the U.S. Government
and repurchase agreements with approved dealers collateralized by U.S. Treasury
obligations, and U.S. Government Subsidiary Corporation securities.

PORTFOLIO INVESTMENTS

[LOGO]
The Fund invests exclusively in:

- U.S. Treasury obligations;

- securities of wholly-owned corporations (E.G., GNMA, Fannie Mae, FHLMC),
of the U.S. Government that are backed by the full faith and credit of the
U.S. Government such as mortgage-backed securities; and

- repurchase agreements.
<PAGE>
22 PROSPECTUS

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.

RISK CONSIDERATIONS

[LOGO]
The U.S. Government Securities Money Market Fund is subject to the
following types of risk:

- Fund Risk;

- Interest Rate Risk;

- Credit Risk;

- Call Risk; and

- Prepayment Risk.

For a description of these risks, please see "RISK CONSIDERATIONS."

TRANSACTION AND OPERATING EXPENSES

<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 After Fee Waivers and Reimbursements(2) .12%
Total Fund Operating Expenses After Fee Waivers and Reimbursements(3) .63%
</TABLE>

(1)ABSENT VOLUNTARY WAIVERS, INVESTMENT ADVISORY FEES WOULD BE .65%.

(2)ABSENT VOLUNTARY WAIVERS AND REIMBURSEMENTS, OTHER EXPENSES WOULD BE .13%.

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 23

FINANCIAL AND PERFORMANCE HIGHLIGHTS

[LOGO]
The table that follows presents information about the investment results
of the Trust Shares of the U.S. GOVERNMENT SECURITIES 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.
- -------------------------------------------------
U.S. GOVERNMENT SECURITIES MONEY MARKET 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 $1.00 $0.05 $ -- $(0.05) $ -- $1.00 4.83% $ 344,350 0.61%
1996 1.00 0.05 -- (0.05) -- 1.00 5.14% 325,493 0.61%
1995 1.00 0.05 -- (0.05) -- 1.00 4.67% 434,111 0.61%
1994 1.00 0.03 -- (0.03) -- 1.00 2.77% 309,228 0.61%
1993(1) 1.00 0.03 -- (0.03) -- 1.00 2.79%* 453,567 0.61%*

<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
AVERAGE WAIVERS AND WAIVERS AND
NET ASSETS REIMBURSEMENTS) REIMBURSEMENTS)
---------- --------------- ---------------
<S> <C> <C> <C>
1997 4.73% 0.76% 4.58%
1996 5.02% 0.78% 4.85%
1995 4.64% 0.80% 4.45%
1994 2.69% 0.77% 2.53%
1993(1) 2.71%* 0.78%* 2.54%*
</TABLE>

*ANNUALIZED.

(1)COMMENCED OPERATIONS ON JUNE 8, 1992.

TAX-EXEMPT MONEY MARKET FUND
FUND OBJECTIVE

[LOGO]
The Tax-Exempt Money Market Fund seeks to provide as high a level of
current interest income exempt from regular federal income tax as is consistent
with preservation of capital and liquidity.

PORTFOLIO INVESTMENTS

[LOGO]
The Fund intends to be fully invested in securities the interest on
which is exempt from regular federal income taxes. The Fund primarily
invests in high quality short-term municipal securities of issuers located in:

- all 50 states;

- District of Columbia; and

- Puerto Rico and other U.S. territories.

At least 80% of the Fund's total assets will be invested in securities with
income exempt from regular federal income taxes and not treated as a preference
item for purposes of the federal alternative minimum tax.

The Fund may invest in U.S. dollar denominated taxable money market
instruments. 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>
24 PROSPECTUS

RISK CONSIDERATIONS

[LOGO]
The Tax-Exempt Money Market Fund is subject to the following types of
risk:

- Fund Risk;

- Interest Rate Risk;

- Credit Risk;

- Call Risk;

- Event Risk; and

- Prepayment Risk.

For a description of these risks, please see "RISK CONSIDERATIONS."

TRANSACTION AND OPERATING EXPENSES

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES None

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF NET ASSETS)
Investment Advisory Fees After Fee Waivers(1) .49%
Other Expenses .13%
Total Fund Operating Expenses After Fee Waivers(2) .62%
</TABLE>

(1)ABSENT VOLUNTARY WAIVERS, INVESTMENT ADVISORY FEES WOULD BE .55%.

(2)ABSENT THE FEE WAIVERS DESCRIBED ABOVE, TOTAL FUND OPERATING EXPENSES WOULD
BE .68%. THESE FEE WAIVERS ARE VOLUNTARY AND MAY BE DISCONTINUED AT ANY TIME
AT THE DISCRETION OF THE SERVICE PROVIDER THAT IS WAIVING ITS FEE.

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 25

FINANCIAL AND PERFORMANCE HIGHLIGHTS

[LOGO]
The table that follows presents information about the investment results
of the Trust Shares of the TAX-EXEMPT 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.
- ---------------------------------
TAX-EXEMPT MONEY MARKET 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 $ 1.00 $0.03 $ -- $(0.03) $ -- $ 1.00 3.09% $ 333,006 0.50%
1996 1.00 0.03 -- (0.03) -- 1.00 3.28% 273,613 0.50%
1995 1.00 0.03 -- (0.03) -- 1.00 3.10% 215,413 0.45%
1994 1.00 0.02 -- (0.02) -- 1.00 2.08% 143,982 0.42%
1993(1) 1.00 0.02 -- (0.02) -- 1.00 2.12%* 78,416 0.41%*

<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
AVERAGE WAIVERS AND WAIVERS AND
NET ASSETS REIMBURSEMENTS) REIMBURSEMENTS)
---------- --------------- ---------------
<S> <C> <C> <C>
1997 3.04% 0.66% 2.88%
1996 3.23% 0.68% 3.05%
1995 3.12% 0.70% 2.87%
1994 2.05% 0.71% 1.76%
1993(1) 2.07%* 0.70%* 1.78%*
</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 INVESTMENT GRADE BOND FUND, U.S. GOVERNMENT
SECURITIES FUND, LIMITED-TERM FEDERAL MORTGAGE SECURITIES FUND, SHORT-TERM BOND
FUND, AND SHORT-TERM U.S. TREASURY SECURITIES FUND ARE NON-FUNDAMENTAL AND MAY
BE CHANGED WITHOUT SHAREHOLDER APPROVAL.
<PAGE>
26 PROSPECTUS

RISK CONSIDERATIONS

<TABLE>
<CAPTION>
TYPE OF RISK FUNDS SUBJECT TO RISK
- ----------------------------------------------------------------------------------------------
<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.

INTEREST RATE RISK -- The potential for a decline in the price of All Funds
fixed-income securities due to rising interest rates. This risk
will be greater for long-term securities than for short-term
securities.

CREDIT RISK -- The possibility that an issuer will be unable to All Funds (except
make timely payments of either principal or interest. Short-Term
U.S. Treasury Securities
Fund)

CALL RISK -- The possibility that securities with high interest All Funds (except
rates will be prepaid (or "called") by the issuer, prior to Short-Term
maturity, during periods of falling interest rates.This would U.S. Treasury Securities
require a Fund to invest the resulting proceeds elsewhere, at Fund)
generally lower interest rates.

EVENT RISK -- The possibility that corporate debt securities may All Funds (except
suffer substantial declines in credit quality and market value Short-Term
due to corporate restructurings. While event risk may be high for U.S. Treasury Securities
certain corporate securities held by a Fund, event risk overall Fund and U.S.
should be low because of the Fund's diversified holdings. Government Securities
Money Market Fund)

GEOGRAPHIC RISK -- The risk that a Fund's concentration of State Tax-Exempt Funds
investments in securities of issuers located in a single state or
geographic region subject a Fund to economic conditions and
government policies of that state or region that could adversely
affect the value of a Fund.

PREPAYMENT RISK -- The risk that mortgage-backed and asset-backed Investment Grade Bond Fund
securities may be retired substantially earlier than their stated U.S. Government
maturities or final distribution dates, resulting in a loss of Securities Fund
all, or part, of any premium paid. Limited-Term Federal
Mortgage Securities
Fund
Short-Term Bond Fund
Money Market Funds
</TABLE>
<PAGE>

PROSPECTUS 27

<TABLE>
<CAPTION>
TYPE OF RISK FUNDS SUBJECT TO RISK
- ----------------------------------------------------------------------------------------------
<S> <C>

HEDGING RISKS -- Hedging is a strategy designed to offset Investment Grade Bond Fund
investment risks. Hedging activities include, among other things, Short-Term Bond Fund
the use of options and futures. There are risks associated with Investment Grade
hedging activities, including: Tax-Exempt Bond Fund
- - The success of a hedging strategy may depend on an ability to State Tax-Exempt Funds
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.
</TABLE>
<PAGE>

28 PROSPECTUS

<TABLE>
<CAPTION>
TYPE OF RISK FUNDS SUBJECT TO RISK
- ----------------------------------------------------------------------------------------------
<S> <C>

FOREIGN SECURITY RISKS -- There are risks associated with Investment Grade Bond Fund
international investing, including: Short-Term Bond Fund
CURRENCY RISK -- The possibility that changes in foreign Prime Quality Money
exchange rates will affect, favorably or unfavorably, the Market Fund
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 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 Investment Grade Bond Fund
rates will affect, favorably or unfavorably, the value of foreign Short-Term Bond Fund
securities or the U.S. dollar amount of income or gain received Prime Quality Money
on such securities. Market Fund
</TABLE>
<PAGE>
PROSPECTUS 29

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 a 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 by (in the name
of) 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 a Money Market Fund on days that the
Federal Reserve is closed (Federal holidays).

- MONEY MARKET FUNDS. The 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 each Money
Market Fund to remain constant at $1.00 per share. NAV for the Money
Market Funds is calculated by (1) taking the current market value of a
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
calculated 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).

- NON-MONEY MARKET FUNDS. The 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
<PAGE>
30 PROSPECTUS

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 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 fees 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

- MONEY MARKET FUNDS. For Money Market Funds, a redemption request will be
effective as of the Business Day it is received by the Transfer Agent (1)
before 11:00 a.m. Eastern time for the Tax-Exempt Money Market Fund, or
(2) before 1:00 p.m. Eastern time for the Prime Quality Money Market Fund
and the U.S. Government Securities Money Market Funds.

- 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
<PAGE>
PROSPECTUS 31

that your shares would ever actually be redeemed in kind, if it did happen, you
would probably have to pay brokerage cost to sell the securities distributed to
you.

TRANSACTIONS OVER THE TELEPHONE

Telephone redemption and exchange transactions are extremely convenient, but
not without risk. To try and keep your telephone transactions as safe, secure
and risk free as possible, the Trust has developed certain safeguards and
procedures for ascertaining 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 of each Fund are declared daily and paid monthly. 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
shares unless the 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. We have not
tried to present a detailed explanation of the tax treatment of the Funds or
their Shareholders. More information about taxes is in the SAI. 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.
<PAGE>
32 PROSPECTUS

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.

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, may be taxable 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.

TAX-EXEMPT DISTRIBUTIONS

The State Tax-Exempt Funds, the Tax-Exempt Money Market Fund, and the
Investment Grade Tax-Exempt Bond Fund may pay "exempt-interest" dividends.
Exempt-interest dividends are excludable from your gross income for Federal
income tax purposes, but may have other Federal income tax consequences (I.E.,
alternative minimum tax). Current Federal tax laws limit the types and number of
bonds that pay exempt interest. This may hinder a Fund's ability to pay
exempt-interest dividends.

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.
However, a portion of the distributions you receive attributable to interest on
U.S. Government obligations may be exempt from state taxation. Each year you
will be notified of the percentage of income and distributions that may be tax
exempt under state law. You should verify your tax liability with your tax
advisor.
<PAGE>
PROSPECTUS 33

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 or
intermediary, you may have certain voting rights depending on the nature of your
account.

As a Massachusetts business trust, the Trust is not required to hold annual
Shareholder meetings unless otherwise required by the Investment Company Act.
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, generally a financial institution or intermediary,
will receive the Trust's unaudited financial information and audited financial
statements, as well as proxy statements and other reports. If you are a customer
of a financial institution, you may receive this information directly from the
financial institution, depending on the nature of your account.

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 they
advise and continuously review, supervise, and administer their respective
Fund's 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.
<PAGE>
34 PROSPECTUS

STI Capital Management, N.A. (STI Capital) serves as the Advisor to the
Investment Grade Bond, Limited-Term Federal Mortgage Securities, Investment
Grade Tax-Exempt Bond, and Florida Tax-Exempt Bond Funds. As of May 31, 1997,
STI Capital had approximately $12.4 billion in assets under management. The
principal business address of STI 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 Prime
Quality Money Market, U.S. Government Securities Money Market, Tax-Exempt Money
Market, Short-Term U.S. Treasury Securities, Short-Term Bond, and U.S.
Government Securities 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,
except for the Tax-Exempt Money Market Fund. The Advisor received .39% for its
advisory services provided to the Tax-Exempt Money Market Fund.

SunTrust Bank, Chattanooga, N.A. (SunTrust Chattanooga) serves as the
Advisor to the Tennessee Tax-Exempt Bond Fund. As of May 31, 1997, SunTrust
Chattanooga had approximately $3.7 billion in assets under management. The
principal business address of SunTrust Chattanooga is 736 Market Street,
Chattanooga, Tennessee 37402. For the fiscal year ended May 31, 1997, SunTrust
Chattanooga received advisory fees computed daily and paid monthly at the annual
rate included in each Fund's ANNUAL FUND OPERATING EXPENSES summary.

SunTrust Bank, Atlanta (SunTrust Atlanta) serves as the Advisor to the
Georgia Tax-Exempt Bond Fund. As of December 31, 1996, SunTrust Atlanta had
approximately $12 billion in assets under management. The principal address for
SunTrust Atlanta is 25 Park Place, Atlanta, Georgia 30303. For the fiscal year
ended May 31, 1997, SunTrust Atlanta 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
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.
<PAGE>
PROSPECTUS 35

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 for 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 subject to a contingent
deferred sales charge. Investor Shares are subject to a front-end sales charge.
You may call 1-800-874-4770 to receive more information about Flex or Investor
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>
36 PROSPECTUS

FUND INVESTMENTS -- NON-MONEY MARKET FUNDS

% = 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>
LIMITED-TERM SHORT-TERM
INVESTMENT U.S. FEDERAL U.S. INVESTMENT FLORIDA GEORGIA TENNESSEE
GRADE GOVERNMENT MORTGAGE SHORT-TERM TREASURY GRADE TAX-EXEMPT TAX-EXEMPT TAX-EXEMPT
SECURITY BOND SECURITIES SECURITIES BOND SECURITIES TAX-EXEMPT BOND BOND BOND
OR PRACTICE FUND FUND FUND FUND FUND BOND FUND FUND FUND FUND
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TRADITIONAL
INVESTMENTS
ADRs X -- -- -- -- -- -- -- --
Asset-Backed
Securities X * 35% X -- -- -- -- --
Bank Obligations X 35% 35% -- -- -- -- -- --
Commercial Paper
(Two Highest
Ratings
Categories) X 35% 35% X -- -- -- -- --
Corporate Debt
Obligations
(Investment
Grade) X(4) 35% 35% X(4) -- 20% 20%(4) 20%(4) 20%(4)
Investment
Company Shares 10% 10% 10% 10% 10% 10% 10% 10% 10%
Mortgage-Backed
Securities X(1) X(7) X(7) X(2) -- * * * *
Municipal
Securities (Two
Highest Ratings
Categories) -- -- -- X(4) -- X(3,4,5) X(3,4,5) X(3,4,5) X(3,4,5)
Repurchase
Agreements X 35% 35% * -- 20% 20% 20% 20%
Restricted
Securities * * * * * * * * *
Securities of
Foreign Issuers X -- -- X -- -- -- -- --
Supranational
Agency
Obligations X -- -- 35% -- -- -- -- --
U.S. Treasury
and Government
Agency
Obligations X X X X X(6) 20% 20% 20% 20%
Zero Coupon
Obligations X -- -- X -- X X X X
INVESTMENT PRACTICES
Borrowing 33 1/3% 33 1/3% 33 1/3% 33 1/3% 33 1/3% 33 1/3% 33 1/3% 33 1/3% 33 1/3%
Dollar Rolls -- X X -- -- -- -- -- --
Illiquid
Securities 15% 15% 15% 15% 15% 15% 15% 15% 15%
Securities
Lending 33 1/3% 33 1/3% 33 1/3% 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 X X X
When-Issued
Securities 33 1/3% 33 1/3% 33 1/3% 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 35% * * 35% -- * 35% 35% 35%
Options 35% * * 35% * * 35% 35% 35%
Puts 35% -- -- 35% -- 35% 35% 35% 35%
Swaps, Caps,
Floors and
Collars 25% -- -- -- -- -- -- -- --
Variable and
Floating
Rate
Instruments X X X X X X X X X
</TABLE>

(1) MAY PURCHASE UP TO 35% PRIVATELY-ISSUED MORTGAGE-BACKED SECURITIES.
(2) MAY PURCHASE UP TO 25% PRIVATELY-ISSUED MORTGAGE-BACKED SECURITIES.
(3) INVESTS AT LEAST 65% OF ITS ASSETS IN MUNICIPAL SECURITIES. OF THIS 65%, 75%
MUST BE RATED A OR BETTER OR THEIR UNRATED EQUIVALENTS. EACH STATE
TAX-EXEMPT BOND FUND MUST INVEST AT LEAST 65% OF ITS ASSETS IN MUNICIPAL
SECURITIES ISSUED BY ITS RESPECTIVE STATE.
(4) MAY PURCHASE UP TO 25% RATED BBB OR BAA OR THEIR UNRATED EQUIVALENTS.
(5) MAY PURCHASE MUNICIPAL FORWARDS.
(6) U.S. TREASURY OBLIGATIONS ONLY.
(7) PRIVATELY ISSUED MORTGAGE-BACKED SECURITIES PERMITTED BUT NOT TYPICALLY
USED.
<PAGE>
PROSPECTUS 37

FUND INVESTMENTS -- MONEY MARKET FUNDS

% = 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>
U.S. GOVERNMENT
PRIME QUALITY SECURITIES TAX-EXEMPT
MONEY MARKET MONEY MARKET MONEY MARKET
SECURITY OR PRACTICE FUND FUND FUND
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
TRADITIONAL INVESTMENTS
Asset-Backed Securities * -- --
Bank Obligations X(1) -- 20%
Commercial Paper (Highest Quality) X -- X
Investment Company Shares 10% 10% 10%
Mortgage-Backed Securities *(2) X *
Municipal Securities -- -- X
Repurchase Agreements X X 20%
Restricted Securities * * *
Securities of Foreign Issuers X -- --
Short-Term Corporate Obligations X -- --
Supranational Agency Obligations X -- --
U.S. Treasury and Agency Obligations X X 20%
Zero Coupon Obligations X X X
INVESTMENT PRACTICES
Borrowing 33 1/3% 33 1/3% 33 1/3%
Illiquid Securities 10% 10% 10%
Securities Lending 33 1/3% 33 1/3% 33 1/3%
Standby Commitments X X X
When-Issued Securities 33 1/3% 33 1/3% 33 1/3%
LEVERAGING AND HEDGING TOOLS
Variable and Floating Rate Instruments X X X
</TABLE>

(1) 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.

(2) INCLUDES PRIVATELY-ISSUED MORTGAGE-BACKED SECURITIES.

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.
<PAGE>
38 PROSPECTUS

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 the participation of 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 DEBT OBLIGATIONS.
BANK OBLIGATIONS are SHORT-TERM OBLIGATIONS issued by U.S. and foreign
banks, including bankers' acceptances, certificates of deposit, custodial
receipts, and time deposits. Eurodollar and Yankee Bank Obligations are U.S.
dollar-denominated certificates of deposit or time deposits issued outside the
U.S. by foreign branches of U.S. banks or by foreign banks. Yankee bank
obligations are U.S. dollar denominated obligations issued in the U.S. by
foreign banks.
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).
DOLLAR ROLLS are transactions in which securities are sold for delivery in
the current month and the seller contracts to repurchase substantially similar
securities on a specified future date. Any difference between the sale price and
the purchase price (plus interest earned on the cash proceeds of the sale) is
applied against the past interest income on the securities sold to arrive at an
implied borrowing rate.
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
<PAGE>
PROSPECTUS 39

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
business 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.
INVESTMENT GRADE OBLIGATIONS are DEBT OBLIGATIONS rated BBB or better by S&P
or Baa or better by Moody's, or their unrated equivalents. These securities are
deemed to have speculative characteristics.
LOAN PARTICIPATIONS are interests in loans to U.S. corporations which are
administered by the lending bank or agent for a syndicate of lending banks. In a
loan participation, the borrower corporation is the issuer of the participation
interest except to the extent the Fund derives its rights from the intermediary
bank. Because the intermediary bank does not guarantee a loan participation, a
loan participation is subject to the credit risks associated with the underlying
corporate borrower.
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
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,
<PAGE>
40 PROSPECTUS

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. Principal payments on the underlying mortgage assets may cause CMOs to be
retired substantially earlier then their stated maturities or final distribution
dates. This can result in a loss of all, or part, of any premium paid.
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 FORWARDS are forward commitments for the purchase of tax-exempt
bonds with a specified coupon to be delivered by an issuer at a future date,
typically exceeding 45 days but normally less than one year after the commitment
date. Municipal forwards are normally used as a refunding mechanism for bonds
that may only be redeemed on a designated future date.
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:
- 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
<PAGE>
PROSPECTUS 41

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.
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
judged 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 without registering 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.
SECURITIES LENDING -- To generate additional income, a Fund may lend
securities which it owns pursuant to 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.
SECURITIES OF FOREIGN ISSUERS are securities issued by foreign corporation,
including foreign branches of U.S. banks and foreign banks, and by foreign
governments or their agencies or instrumentalities. There are special risk
considerations associated with foreign securities.
SENIOR FIXED INCOME SECURITIES are DEBT OBLIGATIONS that pay a fixed rate of
return.
SHORT-TERM OBLIGATIONS are DEBT OBLIGATIONS maturing (becoming payable) in
397 days or less, including COMMERCIAL PAPER and other short-term corporation
obligations. Short-term corporate obligations are short-term obligations issued
by corporations.
STANDBY COMMITMENTS AND PUTS -- Securities subject to standby commitments or
puts permit the holder to sell the 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 are obligations established through the
joint participation of several governments, and include 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 -- 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
insturments 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 a Fund's performance.
<PAGE>
42 PROSPECTUS

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 involve 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.
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 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 OBLIGATIONS 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 accreted.
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>
PROSPECTUS 43

<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
SunTrust Bank, Atlanta 25 Park Place
Atlanta, GA 30303
SunTrust Bank, Chattanooga, N.A. 736 Market Street
Chattanooga, TN 37402

* 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
</TABLE>
<PAGE>
44 PROSPECTUS

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 the annual or
semi-annual report, 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.
<PAGE>
Blank Page
<PAGE>
(THIS PAGE INTENTIONALLY LEFT BLANK)
<PAGE>
PROSPECTUS

GENERAL INFORMATION
AND CONTENTS

<TABLE>
<C> <S>
1 ABOUT THE TRUST
---

1 CAPITAL GROWTH FUND
---

3 VALUE INCOME STOCK FUND
---

5 SMALL CAP EQUITY FUND
---

7 MID-CAP EQUITY FUND
---

9 BALANCED FUND
---

11 SUNBELT EQUITY FUND
---

13 INTERNATIONAL EQUITY INDEX FUND
---

15 INTERNATIONAL EQUITY FUND
---

17 EMERGING MARKETS EQUITY FUND
---

20 RISK CONSIDERATIONS
---

25 PURCHASING FUND SHARES
---

26 TAX INFORMATION
---

31 FUND INVESTMENTS
---

32 MORE ABOUT INVESTMENTS AND HEDGING TOOLS
---
</TABLE>

OCTOBER 1, 1997
(AS REVISED FEBRUARY 27, 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 Trust Shares
of the Equity Funds that you should know before investing. Please read this
Prospectus, and keep it for future reference.

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.
<PAGE>
PROSPECTUS 1

ABOUT THE TRUST

FUND INFORMATION

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 risk:

- 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

<TABLE>
<S> <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 WAIVERS DESCRIBED ABOVE, TOTAL FUND OPERATING EXPENSES WOULD
BE 1.27%. THESE FEE WAIVERS ARE VOLUNTARY AND MAY BE DISCONTINUED AT ANY
TIME AT THE DISCRETION OF THE SERVICE PROVIDER THAT IS WAIVING ITS FEE.

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 NET ASSETS
BEGINNING INCOME (LOSSES) ON INVESTMENT FROM REALIZED VALUE END TOTAL END OF
OF PERIOD (LOSS) INVESTMENTS INCOME CAPITAL GAINS OF PERIOD RETURN PERIOD (000)
--------- ---------- ------------ ------------- ------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1997 $14.90 $0.12 $3.13 $(0.12) $(2.94) $15.09 24.66% $1,085,128
1996 12.18 0.12 3.32 (0.13) (0.59) 14.90 28.97% 981,498
1995 11.99 0.16 0.57 (0.14) (0.40) 12.18 6.63% 984,205
1994 11.95 0.16 0.31 (0.17) (0.26) 11.99 3.87% 891,870
1993(1) 10.36 0.12 1.57 (0.10) -- 11.95 17.90%* 507,692

<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 PORTFOLIO AVERAGE
TO AVERAGE AVERAGE WAIVERS AND WAIVERS AND TURNOVER COMMISSION
NET ASSETS NET ASSETS REIMBURSEMENTS) REIMBURSEMENTS) RATE(2) RATE*
---------- ---------- --------------- --------------- -------- ---------------
<S> <C> <C> <C> <C> <C> <C>
1997 1.15% 0.83% 1.25% 0.73% 141% $0.0620
1996 1.15% 0.90% 1.27% 0.78% 156% --
1995 1.15% 1.38% 1.28% 1.25% 128% --
1994 1.15% 1.25% 1.29% 1.11% 124% --
1993(1) 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 ONLY FOR FISCAL YEARS
BEGINNING AFTER SEPTEMBER 1, 1995.

(1) COMMENCED OPERATIONS ON JUNE 8, 1992.

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."

RISK CONSIDERATIONS

[LOGO]
The Value Income Stock Fund is subject to the following types of risk:

- Fund Risk;

- Market Risk;

- Small Issuer Risk;

- Credit Risk;
<PAGE>
4 PROSPECTUS

- Event Risk;

- Hedging Risks;

- High-Yield Security Risks;

- Foreign Security Risks and;

- Currency Risks.

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

<TABLE>
<S> <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>

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

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
NET ASSET NET UNREALIZED DISTRIBUTIONS ASSET ASSETS RATIO OF
VALUE INVESTMENT NET GAINS FROM NET DISTRIBUTIONS VALUE END OF EXPENSES
BEGINNING INCOME (LOSSES) ON INVESTMENT FROM REALIZED END OF TOTAL PERIOD TO AVERAGE
OF PERIOD (LOSS) INVESTMENTS INCOME CAPITAL GAINS PERIOD RETURN (000) NET ASSETS
--------- ---------- ------------ ------------- ------------- ------ ------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1997 $13.15 $0.30 $2.32 $(0.30) $(1.76) $13.71 22.18% $1,488,062 0.91%
1996 11.59 0.35 2.71 (0.34) (1.16) 13.15 27.91% 1,244,399 0.92%
1995 10.54 0.32 1.56 (0.32) (0.51) 11.59 19.06% 991,977 0.95%
1994 10.23 0.29 0.70 (0.32) (0.36) 10.54 9.95% 573,082 0.88%
1993(1) 10.00 0.11 0.16 (0.04) -- 10.23 9.05%* 137,761 0.80%*

<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
AVERAGE WAIVERS AND WAIVERS AND TURNOVER COMMISSION
NET ASSETS REIMBURSEMENTS) REIMBURSEMENTS) RATE(2) RATE**
---------- --------------- --------------- -------- ----------
<S> <C> <C> <C> <C> <C>
1997 2.40% 0.91% 2.40% 105% $0.0609
1996 2.86% 0.92% 2.86% 134% --
1995 3.16% 0.95% 3.16% 126% --
1994 3.21% 0.97% 3.12% 149% --
1993(1) 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 ONLY FOR FISCAL YEARS
BEGINNING AFTER SEPTEMBER 1, 1995.

(1) COMMENCED OPERATIONS ON FEBRUARY 12, 1993.

SMALL CAP EQUITY FUND
FUND OBJECTIVE

[LOGO]
The Small Cap Equity Fund seeks to provide capital appreciation with
a secondary goal of achieving current income.

PORTFOLIO INVESTMENTS

[LOGO]
The Fund primarily invests in a diversified portfolio of equity
securities of undervalued companies with market capitalizations under
$1 billion.

The Fund may invest in securities of foreign issuers 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 Small Cap Equity Fund may be subject to the following types of
risk:

- Fund Risk;

- Market Risk;

- Small Issuer Risk;

- Hedging Risks;

- Foreign Security Risks; and

- Currency Risk.

For a description of these risks, please see "RISK CONSIDERATIONS."
<PAGE>
6 PROSPECTUS

FUND MANAGEMENT

[LOGO]
Brett Barner, CFA, is Vice President, STI Capital Management, N.A.,
and has managed the Small Cap Equity Fund since it began operating.
He has more than ten years of investment experience, and has been a portfolio
manager with STI since 1990. Prior to joining STI Capital Management, N.A., Mr.
Barner served as a consultant with Drexel Burnham Lambert and Shearson Lehman
Brothers.

TRANSACTION AND OPERATING EXPENSES

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES NONE

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF NET ASSETS)
Investment Advisory Fees After Fee Waivers(1) .97%
Other Expenses(2) .25%
Total Fund Operating Expenses After Fee Waivers(3) 1.22%
</TABLE>

(1) ABSENT VOLUNTARY WAIVERS, INVESTMENT ADVISORY FEES WOULD BE 1.15%.

(2) OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT YEAR.

(3) ABSENT THE FEE WAIVERS DESCRIBED ABOVE, TOTAL FUND OPERATING EXPENSES WOULD
BE 1.40%. THESE FEE WAIVERS ARE VOLUNTARY AND MAY BE DISCONTINUED AT ANY
TIME AT THE DISCRETION OF THE SERVICE PROVIDER THAT IS WAIVING ITS FEE.

<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS
- ---------------------------------------------------------------------
<S> <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 $39
</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 SMALL CAP 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.
- -----------------------
SMALL CAP EQUITY FUND
- -----------------------
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD ENDED MAY 31,
<TABLE>
<CAPTION>
NET ASSET REALIZED AND DISTRIBUTIONS
VALUE NET UNREALIZED FROM NET NET ASSET NET ASSETS
BEGINNING INVESTMENT NET GAINS ON INVESTMENT VALUE END OF TOTAL END OF
OF PERIOD INCOME INVESTMENTS INCOME PERIOD RETURN PERIOD (000)
--------- ---------- ------------ ------------- ------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
1997(1) $10.00 $0.05 $1.04 $(0.02) $11.07 $10.97%* $ 131,049

<CAPTION>
RATIO OF RATIO OF NET
EXPENSES INVESTMENT
RATIO OF TO AVERAGE INCOME TO
NET NET ASSETS AVERAGE NET
RATIO OF INVESTMENT (EXCLUDING ASSETS
EXPENSES TO INCOME TO WAIVERS (EXCLUDING AVERAGE
AVERAGE NET AVERAGE AND WAIVERS AND PORTFOLIO COMMISSION
ASSETS NET ASSETS CONTRIBUTIONS) CONTRIBUTIONS) TURNOVER RATE RATE***
------------ ---------- ---------- --------------- --------------- --------
<S> <C> <C> <C> <C> <C> <C>
1997(1) 1.20%** 1.86%** 1.37%** 1.69%** 27% $ 0.0523
</TABLE>

* RETURN IS FOR THE PERIOD INDICATED AND HAS NOT BEEN ANNUALIZED.

** ANNUALIZED.

*** AVERAGE COMMISSION RATE PAID PER SHARE FOR THE SECURITY PURCHASES AND SALES.
PRESENTATION OF THE RATE IS ONLY REQUIRED FOR FISCAL YEARS BEGINNING AFTER
SEPTEMBER 1, 1995.

(1) COMMENCED OPERATIONS ON JANUARY 31, 1997.

MID-CAP EQUITY FUND
FUND OBJECTIVE

[LOGO]

The Mid-Cap Equity Fund seeks to provide capital appreciation by
investing primarily in a diversified portfolio of common stocks, preferred
stocks, and securities convertible into common stock of small to mid-sized
companies with above-average growth of earnings. Current income will not be an
important factor in selecting investments and any such income should be
considered incidental.

PORTFOLIO INVESTMENTS

[LOGO]

The Fund primarily invests in a diversified portfolio of equity
securities of small to mid-size companies (I.E., companies with market
capitalizations of $500 million to $5 billion).

The Fund may invest in securities of foreign issuers, high-yield securities
and variable and floating rate instruments. To some extent, the Fund may invest
in other securities and engage in other investment practices. See "FUND
INVESTMENTS."
<PAGE>
8 PROSPECTUS

RISK CONSIDERATIONS

[LOGO]
The Mid-Cap Equity Fund is subject to the following types of risk:

- 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. Elliott A. Perny has managed the Mid-Cap Equity Fund since
October, 1996. He has more than 25 years of investment experience.
Mr. Perny has served as Senior Executive Vice President of STI Capital
Management, N.A. since September, 1992, and has served as a portfolio manager
with STI since 1991. Prior to joining STI Capital Management, N.A., Mr. Perny
served as a portfolio manager at Florida National Bank and Atlantic Bank.

TRANSACTION AND OPERATING EXPENSES

<TABLE>
<S> <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 WAIVERS DESCRIBED ABOVE, TOTAL FUND OPERATING EXPENSES WOULD
BE 1.28%. THESE FEE WAIVERS ARE VOLUNTARY AND MAY BE DISCONTINUED AT ANY
TIME AT THE DISCRETION OF THE SERVICE PROVIDER THAT IS WAIVING 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. $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 9

FINANCIAL AND PERFORMANCE HIGHLIGHTS

The table that follows presents information about the investment results of
the Trust Shares of the MID-CAP 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.
- ---------------------
MID-CAP 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 $12.76 $0.03 $1.69 $(0.05) $(1.22) $13.21 14.23%
1996 11.00 0.08 2.63 (0.08) (0.87) 12.76 25.54%
1995 9.85 0.08 1.15 (0.08) -- 11.00 12.56%
1994(1) 10.00 0.02 (0.16) (0.01) -- 9.85 (1.39)%+

<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 $ 287,370 1.15% 0.23% 1.26% 0.12% 152% $0.0587
1996 253,905 1.15% 0.70% 1.29% 0.56% 116% --
1995 125,562 1.15% 0.88% 1.32% 0.71% 66% --
1994(1) 57,036 1.15%* 1.20%* 1.68%* 0.67%* 8% --
</TABLE>

* ANNUALIZED.

** AVERAGE COMMISSION RATE PAID PER SHARE FOR SECURITY PURCHASES AND SALES
DURING THE PERIOD. PRESENTATION OF THE RATE IS REQUIRED ONLY FOR FISCAL YEARS
BEGINNING AFTER SEPTEMBER 1, 1995.

+ CUMULATIVE SINCE COMMENCEMENT OF OPERATIONS.

(1) COMMENCED OPERATIONS ON JANUARY 3, 1994.

BALANCED FUND
FUND OBJECTIVE

[LOGO]
The Balanced Fund seeks to provide capital appreciation and current
income by investing in common and preferred stocks, warrants, securities
convertible into common stock, and investment grade fixed-income securities.

PORTFOLIO INVESTMENTS

[LOGO]
The Fund primarily invests in a diversified portfolio of equity
securities and debt obligations.

The Fund may invest in securities of foreign issuers, investment grade
obligations, variable and floating rate instruments, mortgage- and asset-backed
securities, and shares of investment companies. To some extent, the Fund may
invest in other securities and engage in other investment practices. See "FUND
INVESTMENTS."
<PAGE>
10 PROSPECTUS

RISK CONSIDERATIONS

[LOGO]
The Balanced Fund is subject to the following types of risk:

- Fund Risk;

- Market Risk;

- Interest Rate Risk;

- Credit Risk;

- Call Risk;

- Event Risk;

- Prepayment Risk;

- Hedging Risks;

- Foreign Securities Risks; and

- Currency Risk.

For a description of these risks, please see "RISK CONSIDERATIONS."

FUND MANAGEMENT

[LOGO]
The Balanced Fund is co-managed by Anthony R. Gray (equity portion),
and L. Earl Denney, CFA, (fixed income portion). Mr. Gray, Chairman and Chief
Executive Officer of STI Capital Management, N.A., since 1979, has more than 30
years of investment experience. Mr. Denney, Senior Vice President, since 1983,
STI Capital Management, N.A., has more than 17 years of experience. Prior to
joining STI Capital Management, N.A., Mr. Denney served as a fixed income
portfolio manager with American National Bank.

TRANSACTION AND OPERATING EXPENSES

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES NONE

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF NET ASSETS)
Investment Advisory Fees After Fee Waivers(1) .83%
Other Expenses .14%
Total Fund Operating Expenses After Fee Waivers(2) .97%
</TABLE>

(1) ABSENT VOLUNTARY WAIVERS, INVESTMENT ADVISORY FEES WOULD BE .95%.

(2) ABSENT THE FEE WAIVERS DESCRIBED ABOVE, TOTAL FUND OPERATING EXPENSES WOULD
BE 1.09%. THESE FEE WAIVERS ARE VOLUNTARY AND MAY BE DISCONTINUED AT ANY
TIME AT THE DISCRETION OF THE SERVICE PROVIDER THAT IS WAIVING 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. $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 11

FINANCIAL AND PERFORMANCE HIGHLIGHTS

The table that follows presents information about the investment results of
the Trust Shares of the BALANCED 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.
- --------------
BALANCED 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>
1997 $11.55 $0.33 $1.47 $(0.32) $(1.09) $11.94 16.66%
1996 10.26 0.33 1.41 (0.34) (0.11) 11.55 17.26%
1995 9.76 0.33 0.49 (0.32) -- 10.26 8.72%
1994(1) 10.00 0.11 (0.29) (0.06) -- 9.76 (1.78)%+

<CAPTION>
RATIO OF NET
RATIO OF RATIO OF INVESTMENT
NET EXPENSES TO INCOME (LOSS)
INVESTMENT AVERAGE NET TO AVERAGE NET
NET RATIO OF INCOME ASSETS ASSETS
ASSETS END EXPENSES (LOSS) TO (EXCLUDING (EXCLUDING PORTFOLIO AVERAGE
OF PERIOD TO AVERAGE AVERAGE WAIVERS AND WAIVERS AND TURNOVER COMMISSION

(000) NET ASSETS NET ASSETS REIMBURSEMENTS) REIMBURSEMENTS) RATE(2) RATE**
------------ ---------- ---------- --------------- --------------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1997 $ 151,358 0.95% 2.89% 1.08% 2.76% 197% $0.0608
1996 111,638 0.95% 3.00% 1.09% 2.86% 155% --
1995 89,051 0.95% 3.44% 1.11% 3.28% 157% --
1994(1) 90,579 0.95%* 2.76%* 1.25%* 2.46%* 106% --
</TABLE>

* ANNUALIZED.

** AVERAGE COMMISSION RATE PAID PER SHARE FOR SECURITY PURCHASES AND SALES
DURING THE PERIOD. PRESENTATION OF THE RATE IS REQUIRED ONLY 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. THE PORTFOLIO TURNOVER
RATE WAS 135% FOR THE EQUITY PORTION OF THE FUND AND 286% FOR THE FIXED
INCOME PORTION OF THE FUND.

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
<PAGE>
12 PROSPECTUS

headquartered and/or operating in the following U.S. states:

- Texas

- Arkansas

- Alabama

- Mississippi

- Tennessee

- Kentucky

- Florida

- Virginia

- Georgia

- North Carolina

- South Carolina

- Louisiana

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 risk:

- 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

<TABLE>
<S> <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 WAIVERS DESCRIBED ABOVE, TOTAL FUND OPERATING EXPENSES WOULD
BE 1.28%.THESE FEE WAIVERS ARE VOLUNTARY AND MAY BE DISCONTINUED AT ANY TIME
AT THE DISCRETION OF THE SERVICE PROVIDER THAT IS WAIVING ITS FEE.

<TABLE>
<CAPTION>
10
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 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. $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 13

FINANCIAL AND PERFORMANCE HIGHLIGHTS

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 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 $14.11 $(0.09) $ 0.25 $-- $(0.99) $ 13.28 1.48% $ 381,371
1996 10.03 (0.04) 4.32 -- (0.20) 14.11 43.19% 412,430
1995 9.70 (0.01) 0.38 -- (0.04) 10.03 3.81% 258,908
1994(1) 10.00 -- (0.30) -- -- 9.70 (2.99)%+ 128,280

<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 PORTFOLIO AVERAGE
TO AVERAGE AVERAGE WAIVERS AND WAIVERS AND TURNOVER COMMISSION
NET ASSETS NET ASSETS REIMBURSEMENTS) REIMBURSEMENTS) RATE(2) RATE**
---------- ---------- --------------- --------------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
1997 1.15% (0.65)% 1.26% (0.76)% 72% $ 0.0674
1996 1.15% (0.34)% 1.28% (0.47)% 106% --
1995 1.15% (0.12)% 1.30% (0.27)% 80% --
1994(1) 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 ONLY FOR FISCAL YEARS
BEGINNING AFTER SEPTEMBER 1, 1995.

+ CUMULATIVE SINCE COMMENCEMENT OF OPERATIONS.

(1) COMMENCED OPERATIONS ON JANUARY 3, 1994.

INTERNATIONAL EQUITY INDEX FUND
FUND OBJECTIVE

[LOGO]
The International Equity Index Fund seeks to provide investment
results that correspond to the aggregate price and dividend
performance of the securities included in the Gross Domestic Product Weighted
Morgan Stanley Capital International Europe, Australasia and Far East Index (the
MSCI EAFE-GDP Index or EAFE-GDP Index).(1)
- ----------
(1)"MSCI EAFE-GDP Index" is a registered service mark of Morgan Stanley Capital
International which does not sponsor, and is in no way affiliated with, the
International Equity Index Fund.

PORTFOLIO INVESTMENTS

[LOGO]
The Fund primarily invests in equity securities of companies
headquartered, or based in, the approximately twenty foreign countries included
in the EAFE-GDP Index.

While the Fund is structured to have overall investment characteristics
similar to those of the EAFE-GDP Index, it selects a representative sample of
securities in each country using a computerized statistically-based optimization
process.

The Fund expects that there will be a close correlation between it's
performance and that of the EAFE-GDP Index. However, the Fund's ability to track
the EAFE-GDP Index may be affected by, among other things, transaction costs,
changes in
<PAGE>
14 PROSPECTUS

either the composition of the Index or number of shares outstanding for the
component companies of the EAFE-GDP Index, and the timing and amount of
purchases and redemptions.

The Fund may invest in securities of foreign issuers, futures, options, and
forward foreign currency contracts. To some extent, the Fund may invest in other
securities and engage in other investment practices. See "FUND INVESTMENTS."

RISK CONSIDERATIONS

[LOGO]
The International Equity Index Fund is subject to the following types
of risk:

- Fund Risk;

- Market Risk;

- Hedging Risks;

- Foreign Security Risks; and

- Currency Risk.

For a description of these risks, please see "RISK CONSIDERATIONS."

TRANSACTION AND OPERATING EXPENSES

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES NONE
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF NET ASSETS)
Investment Advisory Fees After Fee Waivers(1) .80%
Other Expenses .27%
Total Fund Operating Expenses After Fee Waivers(2) 1.07%
</TABLE>

(1) ABSENT VOLUNTARY WAIVERS, INVESTMENT ADVISORY FEES WOULD BE .90%.

(2) ABSENT THE FEE WAIVERS DESCRIBED ABOVE, TOTAL FUND OPERATING EXPENSES WOULD
BE 1.17%. THESE FEE WAIVERS ARE VOLUNTARY AND MAY BE DISCONTINUED AT ANY
TIME AT THE DISCRETION OF THE SERVICE PROVIDER THAT IS WAIVING ITS FEE.

<TABLE>
<CAPTION>
10
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 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. $11 $34 $59 $131
</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 15

FINANCIAL AND PERFORMANCE HIGHLIGHTS

[LOGO]
The table that follows presents information about the investment results
of the Trust Shares of the INTERNATIONAL EQUITY INDEX 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
accompanies the Statement of Additional Information.The annual report for
the Fund, which contains more information about performance, is available to
Shareholders at no charge by calling 1-800-874-4770.
- --------------------------------
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD ENDED MAY 31,
<TABLE>
<CAPTION>
REALIZED AND
NET ASSET NET UNREALIZED DISTRIBUTIONS NET
VALUE INVESTMENT NET GAINS FROM NET DISTRIBUTIONS NET ASSET ASSETS END
BEGINNING INCOME (LOSSES) ON INVESTMENT FROM REALIZED VALUE END OF PERIOD
OF PERIOD (LOSS) INVESTMENTS INCOME CAPITAL GAINS OF PERIOD TOTAL RETURN (000)
--------- ---------- ------------ ------------- ------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1997 $10.96 $0.10 $0.69 $(0.11) $(0.30) $ 11.34 7.48% $ 53,516
1996 10.24 0.10 0.84 (0.13) (0.09) 10.96 9.29% 90,980
1995(1) 10.00 0.08 0.19 (0.02) (0.01) 10.24 2.69%+ 89,446

<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 PORTFOLIO AVERAGE
TO AVERAGE AVERAGE WAIVERS AND WAIVERS AND TURNOVER COMMISSION
NET ASSETS NET ASSETS REIMBURSEMENTS) REIMBURSEMENTS) RATE RATE**
---------- ---------- --------------- --------------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
1997 1.05% 0.71% 1.15% 0.61% 2% $0.0244
1996 1.05% 0.84% 1.19% 0.70% 30% --
1995(1) 1.05%* 1.13%* 1.31%* 0.87%* 10% --
</TABLE>

* ANNUALIZED.

** AVERAGE COMMISSION RATE PAID PER SHARE FOR SECURITY PURCHASES AND SALES
DURING THE PERIOD. PRESENTATION OF THE RATE IS REQUIRED ONLY FOR FISCAL YEARS
BEGINNING AFTER SEPTEMBER 1, 1995.

+ CUMULATIVE SINCE COMMENCEMENT OF OPERATIONS.

(1) COMMENCED OPERATIONS ON JUNE 6, 1994.

INTERNATIONAL EQUITY FUND
OBJECTIVE

[LOGO]
The International Equity Fund seeks to provide long-term capital
appreciation by investing primarily in a diversified portfolio of equity
securities of foreign issuers.

PORTFOLIO INVESTMENTS

[LOGO]
The Fund invests primarily in equity securities of foreign issuers.

The Fund will invest in the securities of foreign issuers of at least three
different countries outside the United States. A foreign issuer:

- is a company organized under the laws of a specific country;

- principally trades its securities in a market or on an exchange in a
specific foreign country; or

- derives a significant proportion (at least 50 percent) of its revenues or
profits from goods produced or sold, investments made, or services
performed in a specific country, or which has at least 50 percent of its
assets situated in that country.

The Fund will invest primarily in developed countries (for example, Japan,
Canada, and the United Kingdom). The Fund may also invest in securities of
issuers whose principal activities are in countries with emerging markets. The
Fund defines an emerging market country as any country whose economy and market
are considered to be emerging or developing by the World Bank or United Nations.
<PAGE>
16 PROSPECTUS

The Fund may invest in options, futures, forward foreign currency contracts,
and high yield securities. To some extent, the Fund may invest in other
securities and engage in other investment practices. See "FUND INVESTMENTS."

RISK CONSIDERATIONS

[LOGO]
The International Equity Fund is subject to the following types of
risk:

- Fund Risk;

- Market 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. Ned Dau, Vice President of STI Capital Management, N.A., has
managed the International Equity Fund since May, 1997. Prior to joining STI, he
was a senior international equity analyst for American Express Financial
Advisors from 1996 to 1997, and the Principal Financial Group from 1992 to 1995.

TRANSACTION AND OPERATING EXPENSES

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES NONE

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF NET ASSETS)
Investment Advisory Fees After Fee Waivers(1) 1.20%
Other Expenses .28%
Total Fund Operating Expenses After Fee Waivers(2) 1.48%
</TABLE>

(1) ABSENT VOLUNTARY WAIVERS, INVESTMENT ADVISORY FEES WOULD BE 1.25%.

(2) ABSENT THE FEE WAIVERS DESCRIBED ABOVE, TOTAL FUND OPERATING EXPENSES WOULD
BE 1.53%. THESE FEE WAIVERS ARE VOLUNTARY AND MAY BE DISCONTINUED AT ANY
TIME AT THE DISCRETION OF THE SERVICE PROVIDER THAT IS WAIVING ITS FEE.

<TABLE>
<CAPTION>
10
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 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. $15 $47 $81 $177
</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 17

FINANCIAL AND PERFORMANCE HIGHLIGHTS

The table that follows presents information about the investment results of
the Trust Shares of the INTERNATIONAL 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 1-800-874-4700.
- --------------------------
INTERNATIONAL 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 NET ASSETS
BEGINNING INCOME (LOSSES) ON INVESTMENT FROM REALIZED VALUE END TOTAL END OF
OF PERIOD (LOSS) INVESTMENTS INCOME CAPITAL GAINS OF PERIOD RETURN PERIOD (000)
--------- ---------- ------------ ------------- ------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1997 $11.40 $0.03 $2.57 $(0.02) $(0.35) $13.63 23.29% $489,325
1996(1) 10.00 0.05 1.35 -- -- 11.40 14.00%+ 213,306

<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 PORTFOLIO AVERAGE
TO AVERAGE AVERAGE WAIVERS AND WAIVERS AND TURNOVER COMMISSION
NET ASSETS NET ASSETS REIMBURSEMENTS) REIMBURSEMENTS) RATE(2) RATE**
---------- ---------- --------------- --------------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
1997 1.46% 0.51% 1.51% 0.46% 139% $0.0313
1996(1) 1.46%* 1.36%* 1.65%* 1.17%* 113% --
</TABLE>

* ANNUALIZED.

** AVERAGE COMMISSION RATE PAID PER SHARE FOR SECURITY PURCHASES AND SALES
DURING THE PERIOD. PRESENTATION OF THE RATE IS REQUIRED ONLY FOR FISCAL YEARS
BEGINNING AFTER SEPTEMBER 1, 1995.

+ CUMULATIVE SINCE COMMENCEMENT OF OPERATIONS.

(1) COMMENCED OPERATIONS ON DECEMBER 1, 1995.

EMERGING MARKETS EQUITY FUND
OBJECTIVE

The Emerging Markets Equity Fund seeks to provide long-term capital
appreciation by investing primarily in equity securities of companies located in
emerging markets that appear undervalued relative to their global peers.

PORTFOLIO INVESTMENTS

[LOGO]
The Fund primarily invests in equity securities of foreign issuers
located in emerging market countries. The Fund defines an emerging
market country as a country whose economy and market are considered to be
emerging or developing by the World Bank or the United Nations.

The Fund may invest in high yield securities, mortgage-backed securities,
futures, and forward foreign currency contracts. To some extent, the Fund may
invest in other securities and engage in other investment practices. See "FUND
INVESTMENTS."

RISK CONSIDERATIONS

[LOGO]
The Emerging Markets Equity Fund is subject to the following types of
risk:

- Fund Risk;

- Market Risk;

- Credit Risk;

- Event Risk;

- Prepayment Risk;
<PAGE>
18 PROSPECTUS

- 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. Ned Dau, Vice President of STI Capital Management, N.A., has
managed the Emerging Markets Equity Fund since May, 1997. Prior to joining STI,
he was a senior international equity analyst for American Express Financial
Advisors from 1996 to 1997, and the Principal Financial Group from 1992 to 1995.

TRANSACTION AND OPERATING EXPENSES

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES NONE

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF NET ASSETS)
Investment Advisory Fees After Fee Waivers(1) .81%
Other Expenses After Fee Waivers(2) .76%
Total Fund Operating Expenses After Fee Waivers(3) 1.57%
</TABLE>

(1) ABSENT VOLUNTARY WAIVERS, INVESTMENT ADVISORY FEES WOULD BE 1.30%.

(2) OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT YEAR.

(3) ABSENT THE FEE WAIVERS DESCRIBED ABOVE, TOTAL FUND OPERATING EXPENSES WOULD
BE 2.06%. THESE FEE WAIVERS ARE VOLUNTARY AND MAY BE DISCONTINUED AT ANY
TIME AT THE DISCRETION OF THE SERVICE PROVIDER THAT IS WAIVING ITS FEE.

<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS
<S> <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. $16 $50
</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 19

FINANCIAL AND PERFORMANCE HIGHLIGHTS

The table that follows presents information about the investment results of
the Trust Shares of the EMERGING MARKETS 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
1-800-874-4700.
- -------------------------------
EMERGING MARKETS EQUITY FUND
- -------------------------------
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD ENDED MAY 31,
<TABLE>
<CAPTION>
NET REALIZED
NET ASSET NET AND DISTRIBUTIONS RATIO OF
VALUE INVESTMENT UNREALIZED FROM NET NET ASSET NET ASSETS EXPENSES
BEGINNING INCOME GAINS ON INVESTMENT VALUE END OF TOTAL END OF TO AVERAGE
OF PERIOD (LOSS) INVESTMENTS INCOME PERIOD RETURN PERIOD (000) NET ASSETS
--------- ---------- ------------ ------------- ------------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1997(1) $10.00 $0.04 $0.75 $ 0.00 $10.79 7.90%* $ 39,495 1.55%**

<CAPTION>
RATIO OF RATIO OF NET
EXPENSES INVESTMENT
TO AVERAGE INCOME TO
RATIO OF NET NET ASSETS AVERAGE NET
INVESTMENT (EXCLUDING ASSETS
INCOME TO WAIVERS (EXCLUDING PORTFOLIO AVERAGE
AVERAGE NET AND WAIVERS AND TURNOVER COMMISSION
ASSETS CONTRIBUTIONS) CONTRIBUTIONS) RATE RATE ***
------------ ---------- --------------- --------------- --------
<S> <C> <C> <C> <C> <C>
1997(1) 1.37%** 2.04%** 0.88%** 24% $0.0019
</TABLE>

* RETURN IS FOR THE PERIOD INDICATED AND HAS NOT BEEN ANNUALIZED.

** ANNUALIZED.

*** AVERAGE COMMISSION RATE PAID PER SHARE FOR THE SECURITY PURCHASES AND SALES
DURING THE PERIOD. PRESENTATION OF THE RATE IS REQUIRED ONLY FOR FISCAL
YEARS BEGINNING AFTER SEPTEMBER 1, 1995.

(1) COMMENCED OPERATIONS ON JANUARY 31, 1997.

THERE CAN BE NO ASSURANCE THAT A FUND WILL ACHIEVE ITS INVESTMENT OBJECTIVE.

THE INVESTMENT OBJECTIVE OF EACH FUND IS NON-FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
<PAGE>
20 PROSPECTUS

RISK CONSIDERATIONS
<TABLE>
<CAPTION>
TYPE OF RISK FUNDS SUBJECT TO RISK
<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 All 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 Small Cap Equity Fund
business or economic developments. In particular, small capitalization Mid-Cap Equity Fund
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 Balanced Fund
fixed-income securities due to rising interest rates. This risk will
be greater for long-term securities than for short-term securities.

CREDIT RISK -- The possibility that an issuer will be unable to make Capital Growth Fund
timely payments of either principal or interest. Value Income Stock Fund
Mid-Cap Equity Fund
Balanced Fund
Sunbelt Equity Fund
International Equity
Fund
Emerging Markets
Equity Fund

CALL RISK -- The possibility that securities with high interest rates Balanced Fund
will be prepaid (or "called") by the issuer, prior to maturity, during
periods of falling interest rates. This would require a Fund to invest
the resulting proceeds elsewhere, at generally lower interest rates.
</TABLE>
<PAGE>

PROSPECTUS 21

<TABLE>
<CAPTION>
TYPE OF RISK FUNDS SUBJECT TO RISK
- ------------------------------------------------------------------------------------------------
<S> <C>

EVENT RISK -- The possibility that corporate debt securities may Capital Growth Fund
suffer substantial declines in credit quality and market value due to Value Income Stock Fund
corporate restructurings. While event risk may be high for certain Mid-Cap Equity Fund
corporate securities held by a Fund, event risk overall should be low Balanced Fund
because of the Fund's diversified holdings. International Equity
Fund
Emerging Markets
Equity Fund

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 a Fund to economic conditions and government policies
of that state or region that could adversely affect the value of a
Fund.

PREPAYMENT RISK -- The risk that mortgage-backed and asset-backed Balanced Fund
securities may be retired substantially earlier than their stated Emerging Markets
maturities or final distribution dates, resulting in a loss of all, or Equity Fund
part, of any premium paid.

HEDGING RISKS -- Hedging is a strategy designed to offset investment All Funds (except
risks. Hedging activities include, among other things, the use of Capital
options and futures. There are risks associated with hedging Growth Fund)
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.
</TABLE>
<PAGE>

22 PROSPECTUS

<TABLE>
<CAPTION>
TYPE OF RISK FUNDS SUBJECT TO RISK
- ------------------------------------------------------------------------------------------------
<S> <C>

HIGH-YIELD SECURITY RISKS -- There are risks associated with investing Capital Growth Fund
in high-yield securities, including: Value Income Stock Fund
- - High-yield, lower rated bonds ("junk bonds") involve greater risk of Mid-Cap Equity Fund
default or price declines than investments in investment grade Sunbelt Equity Fund
securities (e.g., securities rated BBB or higher by S&P or Baa or International Equity
higher by Moody's) due to changes in the issuer's creditworthiness. Fund
- - The market for high risk, high-yield securities may be thinner and Emerging Markets
less active, causing market price volatility and limited liquidity Equity Fund
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 (except
international investing, including: Sunbelt Equity Fund)
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.
</TABLE>
<PAGE>

PROSPECTUS 23

<TABLE>
<CAPTION>
TYPE OF RISK FUNDS SUBJECT TO RISK
- ------------------------------------------------------------------------------------------------
<S> <C>

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
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 (except
rates will affect, favorably or unfavorably, the value of foreign Sunbelt Equity Fund)
securities or the U.S. dollar amount of income or gain received on
such securities.
</TABLE>

PERFORMANCE INFORMATION FOR PREDECESSOR COLLECTIVE FUNDS

The International Equity, Value Income Stock, Small Cap Equity, Sunbelt
Equity Fund, and Emerging Markets 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 were 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 1940 Act and the Internal
Revenue Code. If these had been imposed, a collective investment funds
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 Fund, as disclosed in the Prospectus at the
time the Fund started operating. This adjustment reduced the actual performance
of the collective investment funds.
<PAGE>
24 PROSPECTUS

The average annual total returns (adjusted to reflect Fund expenses, before
voluntary waivers and reimbursements) for the following periods:

<TABLE>
<CAPTION>
ONE THREE FIVE TEN SINCE
YEAR YEARS YEARS YEARS INCEPTION
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
International Equity N/A N/A N/A N/A 33.16%
Collective Fund (2/2/95-11/30/95)
Value Income Stock 15.87% 18.70% N/A N/A 16.31%
Collective Fund (ending (ending (10/31/89-1/31/93)
1/31/93) 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)
Small Cap Equity 36.43% N/A N/A N/A 27.97%
Collective Fund (ending (8/31/94-1/31/97)
1/31/97)
Emerging Markets Equity N/A N/A N/A N/A 22.25%
Collective Fund (3/29/96-1/31/97)
</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 THREE SINCE
YEAR YEARS INCEPTION
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
International Equity Fund* 23.29% N/A 25.50%
Value Income Stock Fund* 22.18% 23.00% 18.87%
Sunbelt Equity Fund* 1.48% 14.69% 11.83%
Small Cap Equity Fund* N/A N/A 37.24%
Emerging Markets Equity N/A N/A 26.02%
Fund*
</TABLE>

- ----------
* COMMENCED FUND OPERATIONS ON DECEMBER 1, 1995; FEBRUARY 12, 1993; JANUARY 3,
1994; JANUARY 31, 1997; AND JANUARY 31, 1997, 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 25

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 by (in the name
of) 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). 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 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. 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.

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. Redemption
requests 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
<PAGE>
26 PROSPECTUS

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.

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 Funds,
except the International Equity Index Fund, International Equity Fund, and
Emerging Markets Equity Fund. These 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. We have not
tried to present a detailed explanation of the tax treatment of the Funds or
their Shareholders. More information about taxes is in the SAI. WE URGE YOU TO
CONSULT YOUR TAX ADVISOR REGARDING SPECIFIC QUESTIONS AS TO FEDERAL, STATE, AND
LOCAL INCOME TAXES.
<PAGE>
PROSPECTUS 27

TAX STATUS OF EACH FUND

TAX STATUS OF DISTRIBUTIONS

Corporate Shareholders may be entitled to a dividends-received deduction for
the portion of dividends they receive which are 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, may be 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

FOREIGN TAX CONSIDERATIONS

Shareholders of the International Equity Index, International Equity, and
Emerging Markets Equity Funds may be entitled to a foreign tax deduction or
credit.

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 the Funds to you may be subject to state and local
taxation. You should verify your tax liability with your tax advisor.
<PAGE>
28 PROSPECTUS

STI CLASSIC FUNDS INFORMATION
THE TRUST

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.

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.
<PAGE>
PROSPECTUS 29

STI Capital Management, N.A. (STI Capital) serves as the Advisor to the
Capital Growth, Value Income, Small Cap Equity, Mid-Cap Equity, Balanced,
International Equity, and Emerging Markets 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 EXPENSE summary.

Trusco Capital Management, Inc. (Trusco) serves as the Advisor to the
Sunbelt Equity Fund. 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.

STI Capital and Trusco serve as joint advisors to the International Equity
Index Fund.

The Advisors may use their affiliates as brokers for the Funds' portfolio
transactions.

DISTRIBUTION

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.
<PAGE>
30 PROSPECTUS

ADMINISTRATION

<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 31

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>
CAPITAL VALUE SMALL CAP MID-CAP SUNBELT INTERNATIONAL INTERNATIONAL
GROWTH INCOME EQUITY EQUITY BALANCED EQUITY EQUITY INDEX EQUITY
SECURITY OR PRACTICE FUND FUND FUND FUND FUND FUND FUND FUND
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
TRADITIONAL INVESTMENTS
ADRs 35% 35% X(6) 35% 75% -- X(3) X(3)
Bank Obligations -- -- -- -- 60% -- 35% 35%
Convertible Securities X 35% X X 70% X(2) X X
Corporate Debt Obligations 35%(2) 20%(2) -- 20%(2) 60%(5,7) -- -- 35%(2)
Equity Securities X X X X 70% X X X
Investment Company Shares 10% 10% 10% 10% 10% 10% 10% 10%
Mortgage-Backed Securities -- * * * 60%(1) -- -- *
Pay-In-Kind Securities 35% -- -- -- 75% -- -- --
Repurchase Agreements 35% 35% * 20% 75% 35% 35% *
Restricted Securities 15% 15% 15% 15% 15% 15% 15% 15%
Securities of Foreign * * X 35%(2) 60% -- X X
Issuers
Supranational Agency -- -- X 20%(2) 60% -- -- --
Obligations
U.S. Treasury and -- 20% -- -- 60% -- -- 35%
Government Agency
Obligations
Zero Coupon Obligations -- -- -- -- 60% -- -- --

INVESTMENT PRACTICES
Borrowing 33 1/3% 33 1/3% 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% 15% 15% 15%
Securities Lending 33 1/3% 33 1/3% 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 X X
When Issued Securities 33 1/3% 33 1/3% 33 1/3% 33 1/3% 33 1/3% 33 1/3% 33 1/3% 33 1/3%

LEVERAGING AND HEDGING TOOLS
Forward Foreign Currency -- -- -- -- -- -- X X
Contracts
Futures and Options on -- 20% -- -- 75% 20% 20% 35%
Futures
Options -- 20% 35% -- 75% 35% X(4) X(4)
Swaps, Caps, Floors, and -- -- -- -- 75% -- -- --
Collars
Variable and Floating Rate -- * -- X X -- -- --
Instruments

<CAPTION>
EMERGING
MARKETS
EQUITY
SECURITY OR PRACTICE FUND
- ------------------------------
<S> <C>
TRADITIONAL INVESTMENTS
ADRs X
Bank Obligations 35%
Convertible Securities X
Corporate Debt Obligations 35%(2)
Equity Securities X
Investment Company Shares 10%
Mortgage-Backed Securities 35%
Pay-In-Kind Securities --
Repurchase Agreements --
Restricted Securities 15%
Securities of Foreign X
Issuers
Supranational Agency X
Obligations
U.S. Treasury and 35%
Government Agency
Obligations
Zero Coupon Obligations --
INVESTMENT PRACTICES
Borrowing 33 1/3%
Illiquid Securities 15%
Securities Lending 33 1/3%
Standby Commitments
When Issued Securities 33 1/3%
LEVERAGING AND HEDGING TOOLS
Forward Foreign Currency X
Contracts
Futures and Options on X
Futures
Options X(4)
Swaps, Caps, Floors, and
Collars
Variable and Floating Rate
Instruments
</TABLE>

(1) INCLUDING UP TO 25% PRIVATELY-ISSUED MORTGAGE-BACKED SECURITIES. THE
BALANCED FUND MAY ALSO PURCHASE ASSET-BACKED SECURITIES.
(2) MAY INVEST UP TO 10% OF ITS ASSETS IN HIGH YIELD SECURITIES. EMERGING
MARKETS EQUITY FUND MAY INVEST UP TO 20% IN SUCH SECURITIES.
(3) MAY ALSO INVEST IN EDRS.
(4) INCLUDES OPTIONS ON CURRENCIES.
(5) UP TO 25% OF ITS ASSETS MAY BE INVESTED IN SECURITIES AND RATED BBB OR Baa,
OR THEIR UNRATED EQUIVALENTS.
(6) MAY INVEST UP TO 20% IN UNSPONSORED ADRS.
(7) WILL INVEST AT LEAST 25% IN SENIOR FIXED-INCOME SECURITIES.

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. The SMALL CAP EQUITY FUND also
may invest in senior fixed income securities rated investment grade and
securities issued by mid- to large-cap companies. When the Funds are investing
for temporary defensive purposes, they will not be pursuing their respective
investment objectives.
<PAGE>
32 PROSPECTUS

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) AND EUROPEAN DEPOSITARY RECEIPTS (EDRs)
are securities, typically issued by a U.S. financial institution or a non-U.S.
financial institution in the case of an EDR (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 and EDRs 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 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 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.
<PAGE>
PROSPECTUS 33

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. The 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.

HIGH YIELD SECURITIES are DEBT OBLIGATIONS rated below INVESTMENT GRADE,
I.E., below BBB by S&P or Baa by Moody's or their unrated equivalents.

ILLIQUID SECURITIES are securities that cannot be disposed of within seven
business 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.

INVESTMENT GRADE OBLIGATIONS are DEBT OBLIGATIONS rated BBB or better by S&P
or Baa or better by Moody's, or their unrated equivalents. These securities are
deemed to have speculative characteristics.

MONEY MARKET INSTRUMENTS are high quality, dollar-denominated, SHORT-TERM
OBLIGATIONS, including BANK OBLIGATIONS, U.S. TREASURY OBLIGATIONS, U.S.
GOVERNMENT AGENCY, and SHORT-TERM CORPORATE OBLIGATIONS.

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.

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.
<PAGE>
PROSPECTUS 35

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.

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.

SENIOR FIXED INCOME SECURITIES are DEBT OBLIGATIONS that pay a fixed rate of
return.

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 are obligations of supranational entities
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 -- 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 a Fund's performance.
<PAGE>
36 PROSPECTUS

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 involve 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 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 OBLIGATIONS 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>
PROSPECTUS 37

<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

The Bank of New York One Wall Street
(International Equity Fund, New York, New York 10286
International Equity Index Fund and
Emerging Markets Equity Fund only)

* 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
</TABLE>
<PAGE>
38 PROSPECTUS

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.

GENERAL INFORMATION
AND CONTENTS

<TABLE>
<C> <S>
1 ABOUT THE TRUST
---

1 PRIME QUALITY MONEY MARKET FUND
---

3 U.S. GOVERNMENT SECURITIES MONEY
--- MARKET FUND

5 TAX-EXEMPT MONEY MARKET FUND
---

7 RISK CONSIDERATIONS
---

8 PURCHASING FUND SHARES
---

12 TAX INFORMATION
---

16 FUND INVESTMENTS
---

17 MORE ABOUT INVESTMENTS AND HEDGING TOOLS
---
</TABLE>

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 Investor
Shares of the Money Market 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 A MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT A MONEY MARKET FUND WILL BE
ABLE TO MAINTAIN A CONSTANT VALUE OF $1.00 PER SHARE.

OCTOBER 1, 1997
(AS REVISED FEBRUARY 27, 1998)
<PAGE>
PROSPECTUS 1

ABOUT THE TRUST

ABOUT MONEY MARKET FUNDS

The Money Market Funds are governed by SEC rules which impose certain quality,
maturity, and diversification requirements. Each Fund's assets are valued using
the amortized cost method, which enables the Fund to maintain a stable net asset
value per share. All securities purchased by the Funds must have remaining
maturities of 13 months or less.

FUND INFORMATION

PRIME QUALITY MONEY MARKET FUND
FUND OBJECTIVE

PORTFOLIO INVESTMENTS

[LOGO]
The Fund invests in U.S. and foreign money market instruments
denominated in U.S. dollars.

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.

RISK CONSIDERATIONS

[LOGO]
The Prime Quality Money Market Fund is subject to the following types
of risk:

- Fund Risk;

- Interest Rate Risk;

- Credit Risk;

- Call Risk;

- Event Risk;

- Prepayment Risk;

- Foreign Security Risks; and

- Currency Risk.

For a description of these risks, please see "RISK CONSIDERATIONS."
<PAGE>
2 PROSPECTUS

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 Investor 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%
12b-1 Distribution & Service Fees After Reimbursements(2) .12%
Other Expenses After Fee Waivers and Reimbursements(3) .15%
Total Fund Operating Expenses After Fee Waivers and Reimbursements(4) .77%
</TABLE>

(1) ABSENT VOLUNTARY WAIVERS, INVESTMENT ADVISORY FEES WOULD BE .65%.
(2) ABSENT VOLUNTARY REIMBURSEMENTS BY THE DISTRIBUTOR, 12b-1 DISTRIBUTION AND
SERVICE FEES WOULD BE .20%.
(3) ABSENT VOLUNTARY WAIVERS AND REIMBURSEMENTS, OTHER EXPENSES WOULD BE .16%.
(4) ABSENT THE FEE WAIVERS AND REIMBURSEMENTS DESCRIBED ABOVE, TOTAL FUND
OPERATING EXPENSES WOULD BE 1.01%. 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> <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.

FINANCIAL AND PERFORMANCE HIGHLIGHTS

[LOGO]
The table that follows presents information about the investment results
of the Investor 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 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>
1997 $1.00 $0.05 $-- $(0.05) $-- $1.00 4.84%
1996 1.00 0.05 -- (0.05) -- 1.00 5.08%
1995 1.00 0.05 -- (0.05) -- 1.00 4.62%
1994 1.00 0.03 -- (0.03) -- 1.00 2.71%
1993(1) 1.00 0.03 -- (0.03) -- 1.00 2.75%*

<CAPTION>
RATIO OF NET
RATIO OF INVESTMENT
RATIO OF NET EXPENSES TO INCOME (LOSS)
INVESTMENT AVERAGE NET TO AVERAGE NET
RATIO OF INCOME ASSETS ASSETS
NET ASSETS EXPENSES (LOSS) TO (EXCLUDING (EXCLUDING
END OF TO AVERAGE AVERAGE NET WAIVERS AND WAIVERS AND
PERIOD (000) NET ASSETS ASSETS REIMBURSEMENTS) REIMBURSEMENTS)
------------ ---------- ------------ --------------- ---------------
<S> <C> <C> <C> <C> <C>
1997 $ 283,544 0.75% 4.74% 0.97% 4.52%
1996 215,696 0.75% 4.94% 1.00% 4.69%
1995 157,616 0.75% 4.55% 1.01% 4.29%
1994 129,415 0.75% 2.67% 0.99% 2.43%
1993(1) 61,578 0.75%* 2.68%* 1.02%* 2.41%
</TABLE>

* ANNUALIZED.

(1) COMMENCED OPERATIONS ON JUNE 8, 1992.
<PAGE>
PROSPECTUS 3

U.S. GOVERNMENT SECURITIES
MONEY MARKET FUND
FUND OBJECTIVE

PORTFOLIO INVESTMENTS

[LOGO]
The Fund will invest exclusively in:

- U.S. Treasury obligations;

- securities of wholly-owned corporations

(E.G., GNMA, Fannie Mae, FHLMC) of the U.S. Government that are backed by
the

full faith and credit of the U.S. Government such as mortgage-backed
securities; and

- repurchase agreements.

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.

RISK CONSIDERATIONS

[LOGO]
The U.S. Government Securities Money Market Fund is subject to the
following types of risk:

- Fund Risk;

- Interest Rate Risk;

- Credit Risk;

- Call Risk; and

- Prepayment Risk.

For a description of these risks, please see "RISK CONSIDERATIONS."
<PAGE>
4 PROSPECTUS

TRANSACTION AND OPERATING EXPENSES

<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%
12b-1 Distribution & Service Fees After Reimbursements(2) .11%
Other Expenses After Fee Waivers and Reimbursements(3) .15%
Total Fund Operating Expenses After Fee Waivers and Reimbursements(4) .77%
</TABLE>

(1) ABSENT VOLUNTARY WAIVERS, INVESTMENT ADVISORY FEES WOULD
.65%.
(2) ABSENT VOLUNTARY REIMBURSEMENTS BY THE DISTRIBUTOR, 12b-1 DISTRIBUTION AND
SERVICE FEES WOULD BE .17%.
(3) ABSENT VOLUNTARY WAIVERS AND REIMBURSEMENTS, OTHER EXPENSES WOULD BE .14%.
(4) ABSENT THE FEE WAIVERS AND REIMBURSEMENTS DESCRIBED ABOVE, TOTAL FUND
OPERATING EXPENSES WOULD BE .96%. 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> <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.

FINANCIAL AND PERFORMANCE HIGHLIGHTS

[LOGO]
The table that follows presents information about the investment results
of the Investor Shares of the U.S. GOVERNMENT SECURITIES 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.
- -------------------------------------------------
U.S. GOVERNMENT SECURITIES MONEY MARKET FUND
- -------------------------------------------------
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD ENDED MAY 31,
<TABLE>
<CAPTION>
REALIZED
AND DISTRIBUTIONS
NET ASSET NET UNREALIZED DISTRIBUTIONS FROM
VALUE INVESTMENT NET GAINS FROM NET REALIZED NET ASSET
BEGINNING INCOME (LOSSES) ON INVESTMENT CAPITAL VALUE END TOTAL
OF PERIOD (LOSS) INVESTMENTS INCOME GAINS OF PERIOD RETURN
--------- ---------- ----------- ------------- ----------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
1997 $1.00 $0.05 $ -- $(0.05) $ -- $1.00 4.69%
1996 1.00 0.05 -- (0.05) -- 1.00 4.99%
1995 1.00 0.04 -- (0.04) -- 1.00 4.51%
1994 1.00 0.03 -- (0.03) -- 1.00 2.63%
1993(1) 1.00 0.03 -- (0.03) -- 1.00 2.65%*

<CAPTION>
RATIO OF NET
RATIO OF INVESTMENT
RATIO OF NET EXPENSES TO INCOME (LOSS)
INVESTMENT AVERAGE NET TO AVERAGE NET
RATIO OF INCOME ASSETS ASSETS
NET ASSETS EXPENSES (LOSS) TO (EXCLUDING (EXCLUDING
END OF TO AVERAGE AVERAGE NET WAIVERS AND WAIVERS AND
PERIOD (000) NET ASSETS ASSETS REIMBURSEMENTS) REIMBURSEMENTS)
------------ ---------- ------------ --------------- ---------------
<S> <C> <C> <C> <C> <C>
1997 $63,178 0.75% 4.59% 0.96% 4.38%
1996 58,608 0.75% 4.88% 0.99% 4.64%
1995 46,639 0.75% 4.51% 1.02% 4.24%
1994 32,395 0.75% 2.54% 0.97% 2.32%
1993(1) 16,688 0.75%* 2.57%* 1.11%* 2.21%*
</TABLE>

* ANNUALIZED.

(1) COMMENCED OPERATIONS ON JUNE 8, 1992.
<PAGE>
PROSPECTUS 5

TAX-EXEMPT MONEY MARKET FUND
FUND OBJECTIVE

[LOGO]
The Tax-Exempt Money Market Fund seeks to provide as high a level of
current interest income exempt from regular federal income tax as is consistent
with preservation of capital and liquidity.

PORTFOLIO INVESTMENTS

[LOGO]
The Fund intends to be fully invested in securities the interest on
which is exempt from regular federal income taxes. The Fund primarily
invests in high quality, short-term municipal securities of issuers located in:

- all 50 states;

- District of Columbia; and

- Puerto Rico and other U.S. territories.

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.

RISK CONSIDERATIONS

[LOGO]
The Tax-Exempt Money Market Fund subject to the following types of
risk:

- Fund Risk;

- Interest Rate Risk;

- Credit Risk;

- Call Risk;

- Event Risk; and

- Prepayment Risk.

For a description of these risks, please see "RISK CONSIDERATIONS."
<PAGE>
6 PROSPECTUS

TRANSACTION AND OPERATING EXPENSES

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES None
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF NET ASSETS)
Investment Advisory Fees After Fee Waivers(1) .49%
12b-1 Distribution & Service Fees After Reimbursements(2) .09%
Other Expenses .16%
Total Fund Operating Expenses After Fee Waivers and Reimbursements(3) .74%
</TABLE>

(1) ABSENT VOLUNTARY WAIVERS, INVESTMENT ADVISORY FEES WOULD BE .55%.

(2) ABSENT VOLUNTARY REIMBURSEMENTS BY THE DISTRIBUTOR, 12b-1 DISTRIBUTION AND
SERVICE FEES WOULD BE .15%.

(3) ABSENT THE FEE WAIVERS AND REIMBURSEMENTS DESCRIBED ABOVE, TOTAL FUND
OPERATING EXPENSES WOULD BE .84%. 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. FUND EXPENSES HAVE
BEEN RESTATED TO REFLECT CURRENT FEES.

<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 $ 24 $ 41 $ 92
</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.

FINANCIAL AND PERFORMANCE HIGHLIGHTS

[LOGO]
The table that follows presents information about the investment results
of the Investor Shares of the TAX-EXEMPT 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.
- ---------------------------------
TAX-EXEMPT MONEY MARKET FUND
- ---------------------------------
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD ENDED MAY 31,
<TABLE>
<CAPTION>
REALIZED
AND DISTRIBUTIONS
NET ASSET NET UNREALIZED DISTRIBUTIONS FROM
VALUE INVESTMENT NET GAINS FROM NET REALIZED NET ASSET
BEGINNING INCOME (LOSSES) ON INVESTMENT CAPITAL VALUE END TOTAL
OF PERIOD (LOSS) INVESTMENTS INCOME GAINS OF PERIOD RETURN
--------- ---------- ----------- ------------- ----------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
1997 $1.00 $0.03 $ -- $(0.03) $ -- $1.00 2.97%
1996 1.00 0.03 -- (0.03) -- 1.00 3.16%
1995 1.00 0.03 -- (0.03) -- 1.00 3.00%
1994 1.00 0.02 -- (0.02) -- 1.00 1.96%
1993(1) 1.00 0.02 -- (0.02) -- 1.00 2.00%*

<CAPTION>
RATIO OF NET
RATIO OF INVESTMENT
RATIO OF NET EXPENSES TO INCOME (LOSS)
INVESTMENT AVERAGE NET TO AVERAGE NET
NET ASSETS RATIO OF INCOME ASSETS ASSETS
END OF EXPENSES (LOSS) TO (EXCLUDING (EXCLUDING
PERIOD TO AVERAGE AVERAGE NET WAIVERS AND WAIVERS AND
(000) NET ASSETS ASSETS REIMBURSEMENTS) REIMBURSEMENTS)
---------- ---------- ------------ --------------- ---------------
<S> <C> <C> <C> <C> <C>
1997 $102,013 0.62% 2.92% 0.83% 2.71%
1996 95,223 0.62% 3.10% 0.85% 2.87%
1995 87,647 0.55% 3.00% 0.87% 2.68%
1994 61,675 0.54% 1.93% 0.88% 1.59%
1993(1) 35,209 0.53%* 1.95%* 0.95%* 1.53%*
</TABLE>

* ANNUALIZED.

(1) COMMENCED OPERATIONS ON JUNE 8, 1992.

THERE CAN BE NO ASSURANCE THAT A FUND WILL ACHIEVE ITS INVESTMENT OBJECTIVE.
<PAGE>
PROSPECTUS 7

RISK CONSIDERATIONS

<TABLE>
<CAPTION>
TYPE OF RISK FUNDS SUBJECT TO RISK
<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.

INTEREST RATE RISK -- The potential for a decline in the price of All Funds
fixed-income securities due to rising interest rates. This risk will
be greater for long-term securities than for short-term securities.

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 All Funds
will be prepaid (or "called") by the issuer, prior to maturity, during
periods of falling interest rates. This would require a Fund to invest
the resulting proceeds elsewhere, at generally lower interest rates.

EVENT RISK -- The possibility that corporate fixed-income securities Prime Quality Money
may suffer substantial declines in credit quality and market value due Market Fund
to corporate restructurings. While event risk may be high for certain Tax-Exempt Money
corporate securities held by a Fund, event risk overall should be low Market Fund
because of the Fund's diversified holdings.

PREPAYMENT RISK -- The risk that mortgage-backed and asset-backed All Funds
securities may be retired substantially earlier than their stated
maturities or final distribution dates, resulting in a loss of all or
part of any premium paid.

FOREIGN SECURITY RISKS -- There are risks associated with Prime Quality Money
international investing, including: Market Fund
</TABLE>

<TABLE>
<S> <C>
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.
</TABLE>
<PAGE>
8 PROSPECTUS

<TABLE>
<S> <C>
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 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.
</TABLE>

<TABLE>
<S> <C>
CURRENCY RISK -- The possibility that changes in foreign exchange Prime Quality Money
rates will affect, favorably or unfavorably, the value of foreign Market Fund
securities or the U.S. dollar amount of income or gain received on
such securities.
</TABLE>

PURCHASING FUND SHARES
HOW TO BUY FUND SHARES

You may buy Investor Shares (and fractions of shares) by mail, telephone, or
wire directly from the Transfer Agent, Federated Services Company. You also may
purchase shares through a SunTrust Investment Consultant, certain correspondent
banks of SunTrust Banks, Inc. or other financial institutions that have executed
dealer agreements with the Trust's Distributor. Shares are offered
<PAGE>
PROSPECTUS 9

continuously, and may be purchased on any day that the New York Stock Exchange
and the Federal Reserve are open for business (a Business Day).

The 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 each Money Market Fund to remain
constant at $1.00 per share. NAV for the Money Market Funds is calculated by (1)
taking the current market value of a 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 calculated 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 Trust's 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 (i) before 11:00 a.m.
Eastern time for the Tax-Exempt Money Market Fund, or (ii) before 1:00 p.m.
Eastern time for the Prime Quality Money Market Fund and U.S. Government
Securities Money Market Fund; 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. If you purchase shares through a financial institution
(rather than directly through the Transfer Agent), you may have to transmit your
purchase order to your financial institution at an earlier time for your
purchase to be effective that 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 through your financial institution, you should
contact your financial institution directly.

If you decide to buy shares directly, call 1-800-874-4770. Make your check
out to "STI Classic Funds" and include the name of the appropriate Fund(s) on
the check. Your check must be payable in U.S. dollars. Third-party checks,
credit cards, credit card checks and cash will not be accepted. PLEASE NOTE, IF
YOU BUY SHARES WITH A CHECK, AND THEN SELL THOSE SHARES IN A SHORT PERIOD OF
TIME, THE TRUST CAN DELAY PAYMENT TO YOU UNTIL YOUR CHECK CLEARS, OR FOR UP TO
15 BUSINESS DAYS, WHICHEVER COMES FIRST.

FUNDLINK

FUNDLINK is a telephone-activated service that allows you to transfer money
quickly and easily between the STI Classic Funds and your SunTrust bank
account(s). To use FUNDLINK, you must first contact your SunTrust Investment
Consultant and complete the FUNDLINK application and authorization agreements.
Once you have signed up to use FUNDLINK, simply call the Transfer Agent at
1-800-428-6970 to complete all your purchase and redemption transactions.
<PAGE>
10 PROSPECTUS

MINIMUM PURCHASE

To purchase Investor Shares for the first time, you must invest at least
$5,000 in any Money Market Fund. To purchase additional shares, you must invest
$1,000, or, via a statement coupon, $100.

SYSTEMATIC INVESTMENT PLAN

If you have a checking or savings account with a SunTrust Banks, Inc.
affiliate bank, you may purchase shares automatically through regular deductions
from your account. With a $500 minimum initial investment, you may begin
regularly scheduled investments from $50 up to $100,000 once or twice a month.

PURCHASING SHARES -- THE DISTRIBUTOR

The Distributor may accept investments of smaller amounts at its discretion.
In addition, 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 FUND SHARES

You may sell (redeem) your Shares on any day that NAV is calculated, by
contacting the Transfer Agent directly by mail, telephone or, if eligible, via
FUNDLINK. You may also make redemption requests (in writing or by telephone)
through Investment Consultants of a SunTrust Banks, Inc. affiliated bank,
SunTrust Securities, Inc., and through certain correspondent banks of SunTrust
Banks, Inc. Redemption requests made via telephone or FUNDLINK (1-800-428-6970)
must be for a redemption amount of at least $1,000. The redemption price of each
Share will be the next NAV determined after receipt of your redemption request.
Your redemption request will be effective as of the Business Day it is received
by the Transfer Agent (1) before 11:00 a.m. Eastern time for the Tax-Exempt
Money Market Fund, or (2) before 1:00 p.m. Eastern time for the Prime Quality
Money Market Fund and U.S. Government Securities Money Market Fund.

If you redeem your shares through a financial institution (rather than
directly through the Transfer Agent), you may have to transmit your redemption
request to the financial institution at an earlier time for your redemption to
be effective that day. This allows the financial institution time to process
your request and transmit it to the Transfer Agent. For more information about
how to request redemptions through your financial institution, you should
contact your financial institution directly.

RECEIVING YOUR MONEY

Your redemption proceeds normally will be sent within five Business Days of
the Transfer Agent receiving your request. Your proceeds can be wired to your
bank account (subject to a $7.00 fee),
<PAGE>
PROSPECTUS 11

transferred to your bank account via FUNDLINK, or sent to you by check. IF YOU
RECENTLY PURCHASED YOUR SHARES BY CHECK OR THROUGH AUTOMATED CLEARING HOUSE
(ACH), REDEMPTION PROCEEDS MAY NOT BE AVAILABLE UNTIL YOUR CHECK HAS CLEARED
(WHICH MAY TAKE UP TO 15 BUSINESS DAYS).

REDEMPTIONS IN KIND

The Trust intends to pay your 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.

INVOLUNTARY REDEMPTIONS

If your account balance drops below the $5,000 required minimum, you may be
required to redeem your shares. You will always be given at least 60 days'
written notice to give you time to add to your account and avoid the redemption.

SYSTEMATIC WITHDRAWAL PLAN

If you have at least $10,000 in your Fund account, you may use the
systematic withdrawal plan. Under the plan you may arrange monthly, quarterly,
semi-annual, or annual automatic withdrawals of at least $50 from any Fund. The
proceeds of each withdrawal will be mailed to you by check, or, if you have an
account with a SunTrust Banks, Inc. affiliated bank, electronically transferred
to your account.

EXCHANGES

You may exchange Investor Shares of any Fund for Investor Shares of any
other Fund. Shares you exchange for the first time from a Money Market Fund
(which has no sales charge) into a Fund with a sales charge are subject to that
sales charge. Similarly, shares you exchange for the first time into a Fund with
a higher sales charge are subject to an incremental sales charge (the difference
between the lower and higher applicable sales charges). Should you exchange
shares into a Fund with the same, lower, or no sales charge (a Money Market
Fund), there is no sales charge for the exchange.

You may exchange your Investor Shares by contacting (1) an Investment
Consultant of a SunTrust Banks, Inc. affiliated bank, SunTrust Securities, Inc.,
or certain correspondent banks of SunTrust Banks, Inc. in writing or by
telephone, or (2) the Transfer Agent directly via FUNDLINK. Exchange requests
must be for an exchange amount of at least $1,000. You may exchange your shares
up to four times during a calendar year without restriction. More than four
exchanges during a year may be viewed as abuse of the exchange privilege. In
such a case, the Trust may charge you a $10.00
<PAGE>
12 PROSPECTUS

fee for each additional exchange. You will, however, be notified before any fee
is charged. IF YOU RECENTLY PURCHASED SHARES BY CHECK OR THROUGH ACH, YOU MAY
NOT BE ABLE TO EXCHANGE YOUR SHARES UNTIL YOUR CHECK HAS CLEARED (WHICH MAY TAKE
UP TO 15 BUSINESS DAYS). This exchange privilege may be changed or canceled at
any time upon 60 days' notice.

TRANSACTIONS OVER THE TELEPHONE

DIVIDENDS AND DISTRIBUTIONS

Income dividends of each Fund are declared daily and paid monthly. The Funds
make capital gains distributions at least annually.

You will receive dividends and distributions in the form of additional
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

TAX STATUS OF EACH FUND

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 DIVIDEND IN CASH OR IN ADDITIONAL SHARES.

Capital gains dividends will be treated as gain from the sale or exchange of
a capital asset held for more than 1 year.
<PAGE>
PROSPECTUS 13

Distributions paid in January, but declared as dividends by a Fund in
October, November or December of the previous year, may be 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

TAX-EXEMPT DISTRIBUTIONS

The Tax-Exempt Money Market Fund may pay exempt-interest-dividends.
Exempt-interest dividends are excludable from your gross income for regular
Federal income tax purposes, but may have other Federal income tax consequences
(I.E., alternative minimum tax). Current Federal tax laws limit the types and
number of bonds that pay exempt interest. This may hinder a Fund's ability to
pay exempt-interest dividends.

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 the Funds to you may be subject to state and local
taxation. However, a portion of the distributions you receive may be exempt from
state taxation. Each year you will be notified of the percentage of income and
distributions that may be tax exempt under state law. However, you should verify
your tax liability with your tax advisor.

STI CLASSIC FUNDS INFORMATION
THE TRUST

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

You 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.
<PAGE>
14 PROSPECTUS

REPORTING

You will receive the Trust's unaudited financial information and audited
financial statements. In addition, the Trust will send you 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 upon the nature
of your account, receive all or a portion of this information directly from your
financial institution.

SHAREHOLDER INQUIRIES

You may call your financial institution or 1-800-874-4770 to obtain
information on account statements, procedures, and other related information.

INVESTMENT ADVISOR

The Advisor makes investment decisions for the assets of the Funds it
advises and continuously reviews, supervises, and administers each Fund's
investment program. The Trustees of the Trust supervise the Advisor and
establish policies that the Advisor must follow in its day-to-day management
activities.

Trusco Capital Management, Inc. serves as the Advisor to the Prime Quality
Money Market, U.S. Government Securities Money Market, and Tax-Exempt Money
Market Fund. 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, the Advisor received advisory fees computed daily and paid monthly at the
annual rate included in each Fund's ANNUAL FUND OPERATING EXPENSES summary,
except for the Tax-Exempt Money Market Fund. The Advisor received .39% for its
advisory services provided to the Tax-Exempt Money Market Fund.

The Advisor is an indirect wholly-owned subsidiary 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
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.
<PAGE>
PROSPECTUS 15

The Advisor may use its 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 Investor Shares of each Fund have a Distribution
Plan. Under the Distribution Plan, the Distributor is entitled to receive an
annual fee of up to:

- .20% of the average daily net assets of the Prime Quality Money Market
Fund;

- .17% of the average daily net assets of the U.S. Government Securities
Money Market Fund; and

- .15% of the average daily net assets of the Tax-Exempt Money Market Fund.

The Distributor may use this fee:

- as compensation for its distribution-related services or shareholder
services or

- to compensate financial institutions and intermediaries, such as banks
(including SunTrust Banks, Inc.'s affiliate and correspondent banks),
savings and loan associations, insurance companies, investment counselors,
broker-dealers, and the Distributor's affiliates and subsidiaries for
performing distribution-related or shareholder services.

The Distributor may waive all, or a portion of its fee to limit Total Fund
Operating Expenses.

You may visit any one of the Investment Services offices of SunTrust Banks,
Inc.'s affiliate banks (as listed on the last pages of this Prospectus),
SunTrust Securities, Inc. or certain correspondent banks of SunTrust Banks, Inc.
to receive copies of the Prospectuses for the Investor Shares and Flex Shares of
the Trust and application forms.

Each Fund may use the Distributor as its broker for portfolio transactions.
The Distributor receives compensation from the Funds for its brokerage services.

At times, the Distributor may use its own funds to provide promotional
incentives, in the form of cash or other compensation, to financial institutions
whose representatives have sold or are expected to sell significant amounts of
Fund Shares.

Trust Shares of the Funds are offered without a sales charge primarily to
financial institutions, and are described in a separate prospectus. You may call
1-800-874-4770 to receive more information about Trust Shares. Certain financial
institutions may offer different classes of shares to their customers and may
receive different compensation with respect to different classes of shares.
<PAGE>
16 PROSPECTUS

ADMINISTRATION

<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.

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>
U.S. GOVERNMENT
PRIME QUALITY SECURITIES TAX-EXEMPT
MONEY MARKET MONEY MARKET MONEY MARKET
SECURITY OR PRACTICE FUND FUND FUND
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
TRADITIONAL INVESTMENTS
Asset-Backed Securities * -- --
Bank Obligations X(1) -- 20%
Commercial Paper (Highest Quality) X -- X
Investment Company Shares 10% 10% 10%
Mortgage-Backed Securities *(2) X *
Municipal Securities -- -- X
Repurchase Agreements X X 20%
Restricted Securities * * *
Securities of Foreign Issuers X -- --
Short-Term Corporate Obligations X -- --
Supranational Agency Obligations X -- --
U.S. Treasury and Agency Obligations X X 20%
Zero Coupon Obligations X X X
INVESTMENT PRACTICES
Borrowing 33 1/3% 33 1/3% 33 1/3%
Illiquid Securities 10% 10% 10%
Securities Lending 33 1/3% 33 1/3% 33 1/3%
Standby Commitments X X X
WHEN-ISSUED SECURITIES 33 1/3% 33 1/3% 33 1/3%
LEVERAGING AND HEDGING TOOLS
Variable and Floating Rate Instruments X X X
</TABLE>

(1) 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.

(2) INCLUDES PRIVATELY-ISSUED MORTGAGE-BACKED SECURITIES.
<PAGE>
PROSPECTUS 17

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.

BANK OBLIGATIONS are SHORT-TERM OBLIGATIONS issued by U.S. and foreign
banks, including bankers' acceptances, certificates of deposit custodial
receipts, and time deposits. Eurodollar and Yankee Bank obligations are U.S.
dollar-denominated certificates of deposit or time deposits issued outside the
U.S. by foreign branches of U.S. banks or by foreign banks. Yankee bank
obligations are U.S. dollar denominated obligations issued in the U.S. by
foreign banks.

CORPORATE DEBT SECURITIES are DEBT OBLIGATIONS issued by corporations with
maturities exceeding 270 days.

ILLIQUID SECURITIES are securities that cannot be disposed of within seven
business 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.

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
thirty-year fixed rate mortgages, graduated payment mortgages, adjustable rate
mortgages, and floating rate mortgages.
<PAGE>
18 PROSPECTUS

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. Principal payments on the
underlying mortgage assets may cause CMOs to be retired substantially earlier
than their stated maturities or final distribution dates. This can result in a
loss of all, or part, of any premium paid.

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. Once 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:

- 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 such 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.
<PAGE>
PROSPECTUS 19

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
(tolls from a bridge, for example). 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.

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
judged to present minimal risk of bankruptcy during the term of the agreement
based on established guidelines. Repurchase agreements are considered loans
under the Investment Company Act of 1940.

SECURITIES LENDING -- In order to generate additional income, a Fund may
lend securities which it owns pursuant to 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 securities
loaned while simultaneously earning interest on the investment of cash
collateral.

SECURITIES OF FOREIGN ISSUERS are securities issued by foreign corporation,
including foreign branches of U.S. banks and foreign banks, and by foreign
governments or their agencies or instrumentalities. There are special risk
considerations associated with foreign securities.

SHORT-TERM OBLIGATIONS are DEBT OBLIGATIONS maturing (becoming payable) in
397 days or less, including COMMERCIAL PAPER and other short-term corporation
obligations. Short-term corporate obligations are short-term obligations issued
by corporations.

STANDBY COMMITMENTS AND PUTS -- Securities subject to standby commitments or
puts permit the holder to sell the 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 -- 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.

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
<PAGE>
20 PROSPECTUS

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.

ZERO COUPON OBLIGATIONS are DEBT OBLIGATIONS 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 accreted.
Such obligations will not result in the payment of interest until maturity, and
will have great price volatility than similar securities that are issued at face
value or par and pay interest periodically.
<PAGE>
PROSPECTUS 21

SUNTRUST AND INVESTMENT SERVICES OFFICES OF SUNTRUST BANKS, INC. AFFILIATE
BANKS:

FLORIDA: (STATEWIDE TOLL FREE) 1-800-526-1177

SUNTRUST SECURITIES, INC. -- FLORIDA

200 S. Orange Avenue
Tower 10
Orlando, FL 32801
(407) 237-4380
1-800-432-4760, ext. 4380

501 E. Las Olas Boulevard
Ft. Lauderdale, FL 33301
(954) 765-7422

777 Brickell Avenue
Miami, FL 33131
(305) 579-7450

401 E. Jackson Street
Tampa, FL 33602
(813) 224-2517

Osceola Office
111 E. Osceola Street
Stuart, FL 34994
(407) 223-6012

Belnova Office
120 S. Ridgewood Avenue
Daytona Beach, FL 32114
(904) 258-2390

200 W. Forsyth Street
Jacksonville, FL 32202
(904) 632-2534

Pelican Bay Office
801 Laurel Oak Drive
Naples, FL 33963
(941) 598-0515

210 Security Square
Winter Haven, FL 33880
(941) 297-6855

One East Jefferson Street
Brooksville, FL 34601
(352) 754-5798

3522 Thomasville Road
Tallahassee, FL 32308
(904) 298-5064

11 Hoffman Drive
Gulf Breeze, FL 32561
(904) 435-1264

GEORGIA:
SUNTRUST SECURITIES, INC. -- GEORGIA

55 Park Place
First Floor
Atlanta, GA 30303
(404) 588-8108
1-800-600-6350

101 N. Lumpkin Street
Athens, GA 30601
(706) 354-5346

2815 Wrightsboro Road
Augusta, GA 30909
(706) 821-2015
<PAGE>
22 PROSPECTUS

606 Cherry Street
Macon, GA 31201
(912) 755-5175

1246 First Avenue
Columbus, GA 31901
(706) 649-3631

33 Bull Street, Suite 208
Savannah, GA 31401
(912) 944-1165

410 W. Broad Avenue
Albany, GA 31701
(912) 430-5468

Coffee County Branch
201 S. Peterson Avenue
Douglas, GA 31533
(912) 383-5242

510 Gloucester Street
Brunswick, GA 31520
(912) 262-5322

TENNESSEE:
SUNTRUST SECURITIES, INC. -- TENNESSEE

424 Church Street
4th Floor
Nashville, TN 37219
(615) 748-4477
1-800-932-2652

736 Market Street
Chattanooga, TN 37402
(423) 757-3005
TN WATS 1-800-572-7306, Ext. 3005
Bordering States WATS
1-800-874-1083, Ext. 3005
Out of State WATS
1-800-251-6266, Ext. 3005

9950 Kingston Pike
Knoxville, TN 37997
(423) 544-2181
1-800-456-1177

207 Mockingbird Lane
Johnson City, TN 37604
(423) 461-1005

25 Public Square
Lawrenceburg, TN 38464
(615) 762-3511

ALABAMA:
SUNTRUST SECURITIES, INC. -- ALABAMA

201 South Court Street
Florence, AL 35630
(205) 767-8537
<PAGE>
PROSPECTUS 23

<TABLE>
<S> <C> <C>
STI CLASSIC FUNDS ORGANIZATIONAL OVERVIEW

* INVESTMENT ADVISOR
Trusco Capital Management, Inc. 50 Hurt Plaza
Suite 1400
Atlanta, GA 30303

* 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
</TABLE>
<PAGE>
24 PROSPECTUS

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 report, without charge by calling 1-800-874-4770, or by contacting
the Distributor, SEI Investments Distribution Co., Oaks, Pennsylvania 19456.