STI CLASSIC FUNDS, 485APOS, 1999-07-15

STI CLASSIC FUNDS
485APOS, 1999-07-15

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 15, 1999
FILE NO. 33-45671
FILE NO. 811-6557

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 30 /X/
AND

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 32 /X/

STI CLASSIC FUNDS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

2 OLIVER STREET
BOSTON, MASSACHUSETTS 02109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE (800) 342-5734

MARK NAGLE
C/O SEI INVESTMENTS COMPANY
ONE FREEDOM VALLEY DRIVE
OAKS, PENNSYLVANIA 19456
(NAME AND ADDRESS OF AGENT FOR SERVICE)

Copies to:

RICHARD W. GRANT, ESQ. JOHN H. GRADY, JR., ESQ.
MORGAN, LEWIS & BOCKIUS LLP MORGAN, LEWIS & BOCKIUS LLP
1701 MARKET STREET 1701 MARKET STREET
PHILADELPHIA, PA 19103 PHILADELPHIA, PA 19103

Title of Securities Being Registered ...............Units of Beneficial Interest

It is proposed that this filing will become effective (check appropriate box)

Immediately upon filing pursuant to paragraph (b), or
----
On [date] pursuant to paragraph (b), or
----
60 days after filing pursuant to paragraph (a) or
----
X 75 days after filing pursuant to paragraph (a) or
----
On _______ pursuant to paragraph (a) of Rule 485.
----

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STI CLASSIC FUNDS

TRUST SHARES

PROSPECTUS
OCTOBER 1, 1999

CORE EQUITY FUND
E-COMMERCE OPPORTUNITY FUND

INVESTMENT ADVISOR
TRUSCO CAPITAL MANAGEMENT

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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HOW TO READ THIS PROSPECTUS

The STI Classic Funds is a mutual fund family that offers shares in separate
investment portfolios (Funds). The Funds have individual investment goals and
strategies. This prospectus gives you important information about the Trust
Shares of the Funds that you should know before investing. Please read this
prospectus and keep it for future reference.

THIS PROSPECTUS HAS BEEN ARRANGED INTO DIFFERENT SECTIONS SO THAT YOU CAN EASILY
REVIEW THIS IMPORTANT INFORMATION. ON THE NEXT PAGE, THERE IS SOME GENERAL
INFORMATION YOU SHOULD KNOW ABOUT RISK AND RETURN WHICH IS COMMON TO EACH OF THE
FUNDS. FOR MORE DETAILED INFORMATION ABOUT EACH FUND, PLEASE SEE:

PAGE
CORE EQUITY FUND......................................................XXX
E-COMMERCE OPPORTUNITY FUND...........................................XXX
MORE INFORMATION ABOUT RISK...........................................XXX
EACH FUND'S OTHER INVESTMENTS.........................................XXX
THE INVESTMENT ADVISOR AND PORTFOLIO MANAGERS.........................XXX
PURCHASING, SELLING AND EXCHANGING FUND SHARES........................XXX
DIVIDENDS AND DISTRIBUTIONS...........................................XXX
TAXES.................................................................XXX
HOW TO OBTAIN MORE INFORMATION ABOUT THE
STI CLASSIC FUNDS...................................................Back Cover

FOR MORE INFORMATION ABOUT KEY TERMS AND CONCEPTS, LOOK FOR OUR "SIMPLY
SPEAKING" EXPLANATIONS.

[INSERT ICONS HERE]

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RISK/RETURN INFORMATION COMMON TO THE FUNDS

Each Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities.

Each Fund has its own investment goal and strategies for reaching that goal. The
investment managers invest Fund assets in a way that they believe will help a
Fund achieve its goal. Still, investing in each Fund involves risk and there is
no guarantee that a Fund will achieve its goal. An investment manager's
judgments about the markets, the economy, or companies may not anticipate actual
market movements, economic conditions or company performance, and these
judgments may affect the return on your investment. In fact, no matter how good
a job an investment manager does, you could lose money on your investment in a
Fund, just as you could with other investments. A Fund share is not a bank
deposit and it is not insured or guaranteed by the FDIC or any government
agency.

The value of your investment in a Fund is based on the market prices of the
securities the Fund holds. These prices change daily due to economic and other
events that affect particular companies and other issuers. These price
movements, sometimes called volatility, may be greater or lesser depending on
the types of securities a Fund owns and the markets in which they trade. The
effect on a Fund of a change in the value of a single security will depend on
how widely the Fund diversifies its holdings.

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CORE EQUITY FUND

FUND SUMMARY
***
INVESTMENT GOAL Long-term capital growth

INVESTMENT FOCUS Common stocks of mid- to large-cap
companies

SHARE PRICE VOLATILITY Medium to high

PRINCIPAL INVESTMENT STRATEGY Attempts to identify companies with
superior earnings trends

INVESTOR PROFILE Investors seeking long-term growth of
capital without regard to income who
are willing to accept more volatility
for the possibility of higher returns

***
INVESTMENT STRATEGY
***
The Core Equity Fund invests primarily in common stocks of U.S. companies
with market capitalizations of more than $1 billion. In selecting stocks for
the Fund, the Advisor attempts to capture superior growth prospects based on
earnings potential, profitability and other measures. These measures include
growth characteristics such as whether a company makes significant
investments in research and product development or whether a company is
participating in rapidly expanding industries.

Due to its investment strategy, the Fund may buy and sell securities frequently.
This may result in higher transaction costs and additional capital gains tax
liabilities.
***
WHAT ARE THE RISKS OF INVESTING IN THIS FUND?

Since it purchases equity securities, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Fund's equity
securities may fluctuate drastically from day-to-day. Individual companies may
report poor results or be negatively affected by industry and/or economic trends
and developments. The prices of securities issued by such companies may suffer a
decline in response. These factors contribute to price volatility, which is the
principal risk of investing in the Fund.

In addition, the Fund is subject to the risk that its principal market segment,
mid- to large-capitalization growth stocks, may underperform other equity market
segments or the equity markets as a whole.

PERFORMANCE INFORMATION

As of July 31, 1999, the Core Equity Fund had not commenced operations, and did
not have a performance history.

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FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE FUND'S FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY
AND HOLD FUND SHARES.

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

TRUST SHARES
- --------------------------------------------------------------------------------
Investment Advisory Fees X.XX%
Other Expenses* .XX%
----
Total Annual Fund Operating Expenses X.XX%

- --------------------------------------------------------------------------------
* Other expenses are based on estimated amounts for the current year.

EXAMPLE

This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell your
shares at the end of the period.

The Example also assumes that each year your investment has a 5% return and Fund
expenses remain the same. Although your actual costs and returns might be
different, your approximate costs of investing $10,000 in the Fund would be:

1 YEAR 3 YEARS
$XXX $XXX

FUND EXPENSES

Every mutual fund has operating expenses to pay for professional advisory,
shareholder, distribution, administration and custody services. The Fund's
expenses in the table above are shown as a percentage of the Fund's net assets.
These expenses are deducted from Fund assets. The table shows the highest
expenses that could be currently charged to the Fund. Actual expenses are lower
because the Advisor is voluntarily waiving a portion of its fees. ACTUAL
INVESTMENT ADVISORY FEES AND TOTAL OPERATING EXPENSES ARE ___% AND ___%,
RESPECTIVELY. The Advisor could discontinue this voluntary waiver at any time.

For more information about these fees, see "Investment Advisor."

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E-COMMERCE OPPORTUNITY FUND

FUND SUMMARY
***
INVESTMENT GOAL Long-term capital growth

INVESTMENT FOCUS Common stocks of companies
participating in multiple electronic
commerce market segments

SHARE PRICE VOLATILITY Very high

PRINCIPAL INVESTMENT STRATEGY Attempts to identify companies
utilizing electronic commerce
opportunities to achieve above
average growth

INVESTOR PROFILE Aggressive investors with long-term
investment goals who are willing to
accept significant volatility for the
possibility of higher returns

***
INVESTMENT STRATEGY
***
The E-Commerce Opportunity Fund invests primarily in common stocks of U.S.
companies that are expected to benefit substantially from electronic commerce.
For the purpose of the Fund, electronic commerce, or e-commerce, is defined
broadly as conducting business through the use of computers, the Internet,
telecommunication lines and other electronic means of information transfer. The
Fund's holdings are generally diversified across three market segments. The
first segment is comprised of recently established corporations that are
implementing pioneering electronic commerce strategies. The second segment
consists of technology companies that provide the infrastructure to support
electronic based commerce. The third segment includes conventional corporations
that are leveraging electronic commerce opportunities to improve their
competitive advantage.

In addition, the Fund is subject to the risk that the securities of issuers in
the same industry that the Fund purchases will underperform the market as a
whole. To the extent that the Fund's

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investments are concentrated in issuers conducting business in the same
industry, the Fund is subject to legislative or regulatory changes, adverse
market conditions and/or increased competition affecting that industry.

Due to the focus of the Fund, many holdings share similar risk factors. Many
companies in the portfolio have limited operating histories, function in rapidly
changing business environments and trade at valuations which are significantly
higher than average. As a result, the Fund may be more volatile than other,
broadly diversified equity funds.

PERFORMANCE INFORMATION

As of July 31, 1999, the E-Commerce Opportunity Fund had not commenced
operations, and did not have a performance history.

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE FUND'S FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY
AND HOLD FUND SHARES.

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

TRUST SHARES
- --------------------------------------------------------------------------------
Investment Advisory Fees X.XX%
Other Expenses* X.XX%
-----
Total Annual Fund Operating Expenses X.XX%

- --------------------------------------------------------------------------------
* Other expenses are based on estimated amounts for the current year.

EXAMPLE

1 YEAR 3 YEARS
$XXX $XXX

FUND EXPENSES

For more information about these fees, see "Investment Advisor."

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MORE INFORMATION ABOUT RISK

EQUITY RISK-- Equity securities include public and privately Both Funds
issued equity securities, common and preferred stocks, warrants,
rights to subscribe to common stock and convertible securities, as
well as instruments that attempt to track the price movement of
equity indices. Investments in equity securities and equity
derivatives in general are subject to market risks that may cause
their prices to fluctuate over time. The value of securities
convertible into equity securities, such as warrants or
convertible debt, is also affected by prevailing interest rates,
the credit quality of the issuer and any call provision.
Fluctuations in the value of equity securities in which a mutual
fund invests will cause a fund's net asset value to fluctuate. An
investment in a portfolio of equity securities may be more
suitable for long-term investors who can bear the risk of these
share price fluctuations.

YEAR 2000 RISK-- The Funds depend on the smooth functioning of Both Funds
computer systems in almost every aspect of their business. Like
other mutual funds, businesses and individuals around the world,
the Funds could be adversely affected if the computer systems used
by its service providers do not properly process dates on and
after January 1, 2000, and distinguish between the year 2000 and
the year 1900. The Funds have asked their mission critical
service providers whether they expect to have their computer
systems adjusted for the year 2000 transition, and have sought and
received assurances from such service providers that they are
devoting significant resources to prevent material adverse
consequences to the Funds. While it is likely that such
assurances have been received, the Funds and their shareholders
may experience losses if these assurances prove to be incorrect or
as a result of year 2000 computer difficulties experienced by
issuers of portfolio securities or third parties, such as
custodians, banks, broker-dealers or others with which the Funds
do business.

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EACH FUND'S OTHER INVESTMENTS

In addition to the investments and strategies described in this prospectus, each
Fund also may invest in other securities, use other strategies and engage in
other investment practices. These investments and strategies, as well as those
described in this prospectus, are described in detail in our Statement of
Additional Information (SAI).

The investments and strategies described in this prospectus are those that the
Advisor uses under normal conditions. During unusual economic or market
conditions, or for temporary defensive or liquidity purposes, each Fund may
invest up to 100% of its assets in cash, money market instruments, repurchase
agreements and short-term obligations, that would not ordinarily be consistent
with a Fund's objectives. A Fund will do so only if the Advisor believes that
the risk of loss outweighs the opportunity for capital gains. Of course, the
Funds cannot guarantee that any Fund will achieve its investment goal.

INVESTMENT ADVISOR
***
The Investment Advisor makes investment decisions for the Funds and continuously
reviews, supervises and administers each Fund's respective investment program.
The Board of Trustees supervises the Advisor and establishes policies that the
Advisor must follow in its management activities.

Trusco Capital Management (Trusco), serves as the Advisor to the Funds. As of
May 31, 1999, Trusco had approximately $_______________ in assets under
management.

The Advisor may use their affiliates as brokers for Fund transactions.

PORTFOLIO MANAGERS

Mr. Robert J. Rhodes, CFA, has served as Senior Vice President of Trusco since
1973. He has managed the Core Equity Fund since its inception in October 1999.
He has more than 26 years of investment experience.

Mr. Alan S. Kelley has served as portfolio manager of Trusco since 1999. He has
managed the E-Commerce Opportunity Fund since its inception in October 1999.
Prior to joining Trusco, Mr. Kelley served as a portfolio manager with SunTrust
Bank, Atlanta since 1995. He has more than 5 years of investment experience.
Prior to 1995, he was a portfolio manager with Urban Equities, LLC.

***
PURCHASING, SELLING AND EXCHANGING FUND SHARES

This section tells you how to buy, sell (sometimes called "redeem") and exchange
Trust Shares of the Funds.

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HOW TO PURCHASE FUND SHARES

The Funds offer Trust Shares only to financial institutions and intermediaries,
including subsidiaries of SunTrust Banks, Inc. (SunTrust), for their own or
their customers' accounts for which they act as fiduciary, agent, investment
advisor, or custodian. As a result, you, as a customer of a financial
institution may purchase Trust Shares through accounts made 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 your Trust Shares. The Funds may reject any purchase order if it is
determined that accepting the order would not be in the best interests of the
STI Classic Funds or its shareholders.

WHEN CAN YOU PURCHASE SHARES?

You may purchase shares on any day that the New York Stock Exchange is open
(Business Day).

The price per share (the offering price) will be the net asset value per share
(NAV) next determined after the Funds receive your purchase order. Each Fund
calculates its NAV once each Business Day at the regularly-scheduled close of
normal trading on the New York Stock Exchange (normally, 4:00 p.m. Eastern
time). So, for you to receive the current Business Day's NAV, generally the
Funds must receive your purchase order before 4:00 p.m. Eastern time.

FOR CUSTOMERS OF SUNTRUST, ITS AFFILIATES, AND OTHER FINANCIAL INSTITUTIONS

You may have to transmit your purchase and sale requests to SunTrust or other
financial institutions at an earlier time for your transaction to become
effective that day. This allows the financial institution time to process your
request and transmit it to the administrator or transfer agent in time to meet
the above stated Fund cut off times. For more information about how to purchase
or sell Fund shares, including specific SunTrust or other financial institutions
internal order entry cut off times, please contact your financial institution
directly.

HOW THE FUNDS CALCULATE NAV

In calculating NAV, each Fund generally values its investment portfolio at
market price. If market prices are unavailable or a Fund thinks that they are
unreliable, fair value prices may be determined in good faith using methods
approved by the Board of Trustees.

NET ASSET VALUE

NAV for one Fund share is the value of that share's portion of the net assets in
the Fund.

HOW TO SELL YOUR FUND SHARES

You may sell your shares on any Business Day by contacting SunTrust or your
financial institution. SunTrust or your financial institution will give you
information about how to sell your shares including any specific cut off times
required.

Holders of Trust Shares may sell shares by following the procedures established
when they opened their account or accounts with the Funds or with their
financial institution or intermediary. The sale price of each share will be the
next NAV determined after the Funds receive your request.

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RECEIVING YOUR MONEY

Normally, the Funds will send your sale proceeds within three Business Days
after we receive your request, but it may take up to seven days.

REDEMPTIONS IN KIND

The Funds generally pay sale (redemption) proceeds in cash. However, under
unusual conditions that make the payment of cash unwise (and for the protection
of the Fund's remaining shareholders) the Funds might pay all or part of your
redemption proceeds in liquid securities with a market value equal to the
redemption price (redemption in kind). It is highly unlikely that your shares
would ever be redeemed in kind, but if they were you would probably have to pay
transaction costs to sell the securities distributed to you, as well as taxes on
any capital gains from the sale as with any redemption.

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

The Funds may suspend your right to sell your shares if the New York Stock
Exchange restricts trading, the SEC declares an emergency or for other reasons.
More information about this is in the Funds' SAI.

TELEPHONE TRANSACTIONS

Purchasing and selling Fund shares over the telephone is extremely convenient,
but not without risk. Although the Funds have certain safeguards and procedures
to confirm the identity of callers and the authenticity of instructions, the
Funds are not responsible for any losses or costs incurred by following
telephone instructions we reasonably believe to be genuine. If you or your
financial institution transact with the Funds over the telephone, you will
generally bear the risk of any loss.

HOW TO EXCHANGE YOUR SHARES

You may exchange your shares on any Business Day by contacting us directly by
mail or telephone.

You may exchange shares through your financial institution by mail or telephone.
Exchange requests must be for an amount of at least $_______.

When you exchange shares, you are really selling your shares and buying other
STI Fund shares. So, your sale price and purchase price will be based on the NAV
next calculated after the Fund receives your exchange request.

DIVIDENDS AND DISTRIBUTIONS

Each Fund distributes its income as follows:

Core Equity Fund ____
E-Commerce Opportunity Fund ____

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Each Fund makes distributions of capital gains, if any, at least annually. If
you own Fund shares on a Fund's record date, you will be entitled to receive the
distribution.

You will receive dividends and distributions in the form of additional Fund
shares unless you elect to receive payment in cash. To elect cash payment, you
must notify the Funds in writing prior to the date of the distribution. Your
election will be effective for dividends and distributions paid after we receive
your written notice. To cancel your election, simply send the Funds written
notice.

TAXES

PLEASE CONSULT YOUR TAX ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL,
STATE AND LOCAL INCOME TAXES. Below the Funds have summarized some important tax
issues that affect the Funds and their shareholders. This summary is based on
current tax laws, which may change.

Each Fund will distribute substantially all of its income and capital gains, if
any. The dividends and distributions you receive may be subject to federal,
state and local taxation, depending upon your tax situation. Distributions you
receive from a Fund may be taxable whether or not you reinvest them. Income
distributions are generally taxable at ordinary income tax rates. Capital gains
distributions are generally taxable at the rates applicable to long-term capital
gains. EACH SALE IS A TAXABLE EVENT.

The Funds use a tax management technique known as "highest in, first out." Using
this technique, the portfolio holdings that have experienced the smallest gain
or largest loss are sold first in an effort to minimize capital gains and
enhance after-tax returns.

MORE INFORMATION ABOUT TAXES IS IN THE SAI.

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STI CLASSIC FUNDS

INVESTMENT ADVISOR

Trusco Capital Management
50 Hurt Plaza
Suite 1400
Atlanta, GA 30303

DISTRIBUTOR

SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, PA 19456

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP

More information about the Funds is available without charge through the
following:

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI dated October 1, 1999, includes detailed information about the STI
Classic Funds. The SAI is on file with the SEC and is incorporated by reference
into this prospectus. This means that the SAI, for legal purposes, is a part of
this prospectus.

ANNUAL AND SEMI-ANNUAL REPORTS

These reports list each Fund's holdings and contain information from the Funds'
managers about strategies, and recent market conditions and trends. The reports
also contain detailed financial information about the Funds.

TO OBTAIN MORE INFORMATION:

BY TELEPHONE: Call 1-800-874-4770

BY MAIL: Write to us
c/o SEI Investments Distribution Co.
Oaks, PA 19456

FROM THE SEC: You can also obtain the SAI or the Annual and Semi-Annual reports,
as well as other information about the STI Classic Funds, from the SEC's website
("http://www.sec.gov"). You may review and copy documents at the SEC Public
Reference Room in Washington, DC (for information call 1-800-SEC-0330). You may
request documents by mail from the SEC, upon payment of a duplicating fee, by
writing to: Securities and Exchange Commission, Public Reference Section,
Washington, DC 20549-6009. The STI Classic Funds' Investment Company Act
registration number is 811-06557.

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STI CLASSIC FUNDS

INVESTMENT ADVISOR:

TRUSCO CAPITAL MANAGEMENT, INC.

This Statement of Additional Information is not a prospectus. It is intended to
provide additional information regarding the activities and operations of the
STI Classic Funds (the "Trust") and should be read in conjunction with the
Trust's Core Equity and E-Commerce Opportunity Funds' prospectus dated October
1, 1999. Prospectuses may be obtained through the Distributor, SEI Investments
Distribution Co., One Freedom Valley Drive, Oaks, Pennsylvania 19456.

TABLE OF CONTENTS
PAGE

THE TRUST....................................................................B-2
DESCRIPTION OF PERMITTED INVESTMENTS.........................................B-2
INVESTMENT LIMITATIONS.......................................................B-5
THE INVESTMENT ADVISOR.......................................................B-7
THE ADMINISTRATOR............................................................B-8
THE DISTRIBUTOR..............................................................B-9
THE TRANSFER AGENT...........................................................B-9
THE CUSTODIAN................................................................B-9
INDEPENDENT PUBLIC ACCOUNTANTS..............................................B-10
LEGAL COUNSEL...............................................................B-10
TRUSTEES AND OFFICERS OF THE TRUST..........................................B-10
PERFORMANCE INFORMATION.....................................................B-13
COMPUTATION OF YIELD........................................................B-13
CALCULATION OF TOTAL RETURN.................................................B-13
PURCHASING SHARES...........................................................B-14
REDEEMING SHARES............................................................B-14
DETERMINATION OF NET ASSET VALUE............................................B-14
TAXES.......................................................................B-14
FUND TRANSACTIONS...........................................................B-16
TRADING PRACTICES AND BROKERAGE.............................................B-16
DESCRIPTION OF SHARES.......................................................B-18
SHAREHOLDER LIABILITY.......................................................B-18
LIMITATION OF TRUSTEES' LIABILITY...........................................B-18
YEAR 2000...................................................................B-18

October 1, 1999

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THE TRUST

STI Classic Funds (the "Trust") is a diversified, open-end management investment
company established under Massachusetts law as a Massachusetts business trust
under a Declaration of Trust dated January 15, 1992. The Declaration of Trust
permits the Trust to offer separate series ("Funds") of units of beneficial
interest ("shares") and different classes of shares of each Fund. Shareholders
at present may purchase (through financial institutions or intermediaries) Trust
Shares of the Trust's Funds. Each Trust Share of each Fund represents an equal
proportionate interest in that portfolio. See "Description of Shares." This
Statement of Additional Information relates to the STI Core Equity Fund and the
STI E-Commerce Opportunity Fund. These two series are collectively referred to
as the "Funds."

The Trust pays its expenses, including fees of its service providers, audit and
legal expenses, expenses of preparing prospectuses, proxy solicitation material
and reports to shareholders, costs of custodial services, and registering the
shares under federal and state securities laws, pricing, insurance expenses,
litigation, and other extraordinary expenses, brokerage costs, interest charges,
taxes, and organization expenses.

DESCRIPTION OF PERMITTED INVESTMENTS

AMERICAN DEPOSITARY RECEIPTS (ADRS), EUROPEAN DEPOSITARY RECEIPTS (EDRS) AND
GLOBAL DEPOSITARY RECEIPTS (GDRS)

ADRs, EDRs, and GDRs are securities, typically issued by a U.S. financial
institution or a non-U.S. financial institution in the case of an EDR or GDR (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, EDRs and GDRs 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. Holders of unsponsored depositary receipts generally bear
all the costs of the unsponsored facility. The depositary of an unsponsored
facility frequently is under no obligation to distribute shareholder
communications received from the issuer of the deposited security or to pass
through, to the holders of the receipts, voting rights with respect to the
deposited securities.

BANK 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.

COMMON AND PREFERRED STOCKS

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

B-2

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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

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.

FOREIGN SECURITIES

Foreign securities may include U.S. dollar denominated obligations or securities
of foreign issuers. Possible investments include equity securities of foreign
entities, obligations of foreign branches of U.S. banks and of foreign banks,
including, without limitation, European Certificates of Deposit, European Time
Deposits, European Bankers' Acceptances, Canadian Time Deposits and Yankee
Certificates of Deposit, and investments in Canadian Commercial Paper, Europaper
and foreign securities. These instruments may subject the Fund to investment
risks that differ in some respects from those related to investments in
obligations of U.S. domestic issuers. Such risks include future adverse
political and economic developments, the possible imposition of withholding
taxes on interest or other income, possible seizure, nationalization, or
expropriation of foreign deposits, the possible establishment of exchange
controls or taxation at the source, greater fluctuations in value due to changes
in exchange rates, or the adoption of other foreign governmental restrictions
which might adversely affect the payment of principal and interest on such
obligations. Such investments may also entail higher custodial fees and sales
commissions than domestic investments. Foreign issuers of securities or
obligations are often subject to accounting treatment and engage in business
practices different from those respecting domestic issuers of similar securities
or obligations. Foreign branches of U.S. banks and foreign banks may be subject
to less stringent reserve requirements than those applicable to domestic
branches of U.S. banks.

In making investment decisions for the Fund, the Advisor evaluates the risks
associated with investing Fund assets in a particular country, including risks
stemming from a country's financial infrastructure and settlement practices; the
likelihood of expropriation, nationalization or confiscation of invested assets;
prevailing or developing custodial practices in the country; the country's laws
and regulations regarding the safekeeping, maintenance and recovery of invested
assets, the likelihood of government-imposed exchange control restrictions
which could impair the liquidity of Fund assets maintained with custodians in
that country, as well as risks from political acts of foreign governments
("country risks"). Of course, the Advisor cannot assure that the Fund will not
suffer losses resulting from investing in foreign countries.

Holding Fund assets in foreign countries through specific foreign custodians
presents additional risks, including but not limited to the risks that a
particular foreign custodian or depository will not exercise proper care with
respect to Fund assets or will not have the financial strength or adequate
practices and procedures to properly safeguard Fund assets.

B-3

<PAGE>

ILLIQUID SECURITIES

The E-Commerce Opportunities Fund may invest in illiquid securities. Illiquid
securities are securities that cannot be disposed of within seven days at
approximately the price at which they are being carried on a Fund's books.

OTHER INVESTMENTS

The Funds are not prohibited from investing in bank obligations issued by
clients of SEI Investments Company ("SEI Investments"), the parent company of
the Administrator and the Distributor. The purchase of Fund shares by these
banks or their customers will not be a consideration in deciding which bank
obligations the Funds will purchase. The Funds will not purchase obligations
issued by the Advisors.

REPURCHASE AGREEMENTS

Repurchase agreements are agreements by which a person (E.G., a Fund) obtains a
security and simultaneously commits to return the security to the seller (a
primary securities dealer as recognized by the Federal Reserve Bank of New York
or a national member bank as defined in Section 3(d)(1) of the Federal Deposit
Insurance Act, as amended) at an agreed upon price (including principal and
interest) on an agreed upon date within a number of days (usually not more than
seven) from the date of purchase. The resale price reflects the purchase price
plus an agreed upon market rate of interest which is unrelated to the coupon
rate or maturity of the underlying security. A repurchase agreement involves the
obligation of the seller to pay the agreed upon price, which obligation is, in
effect, secured by the value of the underlying security.

Repurchase agreements are considered to be loans by a Fund for purposes of its
investment limitations. The repurchase agreements entered into by a Fund will
provide that the underlying security at all times shall have a value at least
equal to 102% of the resale price stated in the agreement (the Advisors monitor
compliance with this requirement). Under all repurchase agreements entered into
by a Fund, the appropriate Custodian or its agent must take possession of the
underlying collateral. However, if the seller defaults, a Fund could realize a
loss on the sale of the underlying security to the extent that the proceeds of
the sale including accrued interest are less than the resale price provided in
the agreement including interest. In addition, even though the Bankruptcy Code
provides protection for most repurchase agreements, if the seller should be
involved in bankruptcy or insolvency proceedings, a Fund may incur delay and
costs in selling the underlying security or may suffer a loss of principal and
interest if the Fund is treated as an unsecured creditor and required to return
the underlying security to the seller's estate.

SECURITIES LENDING

Each Fund may lend securities pursuant to agreements which require that the
loans be continuously secured by collateral at all times equal to 100% of the
market value of the loaned securities which

B-4

<PAGE>

consists of: cash, securities of the U.S. Government or its agencies, or any
combination of cash and such securities. Such loans will not be made if, as a
result, the aggregate amount of all outstanding securities loans for a Fund
exceed one-third of the value of the Fund's total assets taken at fair market
value. A Fund will continue to receive interest on the securities lent while
simultaneously earning interest on the investment of the cash collateral in U.S.
Government securities. However, a Fund will normally pay lending fees to such
broker-dealers and related expenses from the interest earned on invested
collateral. There may be risks of delay in receiving additional collateral or
risks of delay in recovery of the securities or even loss of rights in the
collateral should the borrower of the securities fail financially. However,
loans are made only to borrowers deemed by the appropriate Advisor to be of good
standing and when, in the judgment of that Advisor, the consideration which can
be earned currently from such securities loans justifies the attendant risk. Any
loan may be terminated by either party upon reasonable notice to the other
party. The Funds may use the Distributor or a broker-dealer affiliate of an
Advisor as a broker in these transactions.

WHEN-ISSUED SECURITIES AND MUNICIPAL FORWARDS

When-issued securities are securities that are delivered and paid for normally
within 45 days after the date of commitment to purchase. Municipal forwards call
for delivery of the underlying municipal security normally after 45 days but
before one year after the commitment date.

Although a Fund will only make commitments to purchase when-issued securities
and municipal forwards with the intention of actually acquiring the securities,
a Fund may sell them before the settlement date. When-issued securities are
subject to market fluctuation, and accrue no interest to the purchaser during
this pre-settlement period. The payment obligation and the interest rate that
will be received on the securities are each fixed at the time the purchaser
enters into the commitment. Purchasing municipal forwards and when-issued
securities entails leveraging and can involve a risk that the yields available
in the market when the delivery takes place may actually be higher than those
obtained in the transaction itself. In that case, there could be an unrealized
loss at the time of delivery.

Segregated accounts will be established with the appropriate custodian, and a
Fund will maintain high quality, liquid assets in an amount at least equal in
value to its commitments to purchase when-issued securities and municipal
forwards. If the value of these assets declines, the Fund will place additional
liquid assets in the account on a daily basis so that the value of the assets in
the account is equal to the amount of such commitments.

INVESTMENT LIMITATIONS

The following are fundamental policies of each Fund and cannot be changed with
respect to a Fund without the consent of the holders of a majority of that
Fund's outstanding shares. The term "majority of the outstanding shares" means
the vote of (i) 67% or more of a Fund's shares present at a meeting, if
more than 50% of the outstanding shares of the Fund are present or represented
by proxy, or (ii) more than 50% of a Fund's outstanding shares, whichever is
less.

A Fund may not:

B-5

<PAGE>

1. Acquire more than 10% of the voting securities of any one issuer.

2. Invest in companies for the purpose of exercising control.

3. Borrow money except for temporary or emergency purposes and then only in an
amount not exceeding one-third of the value of total assets. Any borrowing
will be done from a bank and, to the extent that such borrowing exceeds 5%
of the value of the Fund's assets, asset coverage of at least 300% is
required. In the event that such asset coverage shall at any time fall
below 300%, the Fund shall, within three days thereafter or such longer
period as the Securities and Exchange Commission may prescribe by rules and
regulations, reduce the amount of its borrowings to such an extent that the
asset coverage of such borrowings shall be at least 300%. This borrowing
provision is included solely to facilitate the orderly sale of portfolio
securities to accommodate heavy redemption requests if they should occur
and is not for investment purposes. All borrowings in excess of 5% of the
value of a Fund's total assets will be repaid before making additional
investments and any interest paid on such borrowings will reduce income.

4. Make loans, except that (a) a Fund may purchase or hold debt instruments in
accordance with its investment objective and policies; (b) a Fund may enter
into repurchase agreements, and (c) the Funds may engage in securities
lending as described in the Prospectuses and in this Statement of
Additional Information.

5. Pledge, mortgage or hypothecate assets except to secure temporary
borrowings permitted by (3) above in aggregate amounts not to exceed 10% of
the Fund's total assets, taken at current value at the time of the
incurrence of such loan, except as permitted with respect to securities
lending.

6. Purchase or sell real estate, real estate limited partnership interests,
commodities or commodities contracts (except for financial futures
contracts) and interests in a pool of securities that are secured by
interests in real estate. However, subject to their permitted investment
spectrum, any Fund may invest in companies which invest in real estate,
commodities or commodities contracts.

7. Make short sales of securities, maintain a short position or purchase
securities on margin, except that the Trust may obtain short-term credits
as necessary for the clearance of security transactions.

8. Act as an underwriter of securities of other issuers except as it may be
deemed an underwriter in selling a security.

9. Purchase securities of other investment companies as permitted by the
Investment Company Act of 1940 (the "1940 Act") and the rules and
regulations thereunder.

10. Issue senior securities (as defined in the 1940 Act) except in connection
with permitted borrowings as described above or as permitted by rule,
regulation or order of the SEC.

B-6

<PAGE>

11. Purchase securities of any issuer (except securities issued or guaranteed
by the United States, its agencies or instrumentalities and repurchase
agreements involving such securities) if as a result more than 5% of the
total assets of a Fund would be invested in the securities of such issuer;
provided, however, that a Fund may invest up to 25% of its total assets
without regard to this restriction as permitted by applicable law.

Further, the Core Equity Fund may not:

Purchase any securities which would cause more than 25% of the total assets
of a Fund to be invested in the securities of one or more issuers
conducting their principal business activities in the same industry,
provided that this limitation does not apply to investments in obligations
issued or guaranteed by the U.S. Government or its agencies and
instrumentalities, repurchase agreements involving such securities or
tax-exempt securities issued by governments or political subdivisions of
governments. For purposes of this limitation, (i) utility companies will be
divided to according to their services, for example, gas, gas transmission,
electric and telephone will each be considered a separate industry; (ii)
financial service companies will be classified according to the end users
of their services, for example, automobile finance, bank finance and
diversified finance will each be considered a separate industry; and (iii)
supranational entities will be considered to be a separate industry.

NON-FUNDAMENTAL POLICIES

No Fund may purchase or hold illiquid securities (I.E., securities that cannot
be disposed of for their approximate carrying value in seven days or less (which
term includes repurchase agreements and time deposits maturing in more than
seven days) if, in the aggregate, more than 15% of its net assets would be
invested in illiquid securities.

With the exception of the limitations on liquidity standards, the foregoing
percentages will apply at the time of the purchase of a security and shall not
be considered violated unless an excess occurs or exists immediately after and
as a result of a purchase of such security.

THE INVESTMENT ADVISOR

The Trust and Trusco Capital Management, Inc., and (the "Advisor") have entered
into an advisory agreement (the "Advisory Agreement"). The Advisor is an
indirect wholly-owned subsidiaries of SunTrust Banks, Inc. ("SunTrust").
SunTrust is a southeastern regional bank holding company with assets of $93.2
billion as of December 30, 1998. The Advisory Agreement provides that the
Advisor shall not be protected against any liability to the Trust or its
Shareholders by reason of willful misfeasance, bad faith or gross negligence on
its part in the performance of its duties or from reckless disregard of its
obligations or duties thereunder.

The Advisory Agreement provides that if, for any fiscal year, the ratio of
expenses of any Fund (including amounts payable to an Advisor but excluding
interest, taxes, brokerage, litigation, and other extraordinary expenses)
exceeds limitations established by certain states, the Advisor and/or the
Administrator will bear the amount of such excess. The Advisor will not be
required to bear expenses of

B-7

<PAGE>

the Trust to an extent which would result in a Fund's inability to qualify as a
regulated investment company under provisions of the Internal Revenue Code.

The continuance of the Advisory Agreement, after the first two years, must be
specifically approved at least annually (i) by the vote of the Trustees, and
(ii) by the vote of a majority of the Trustees who are not parties to each
Agreement or "interested persons" of any party thereto, cast in person at a
meeting called for the purpose of voting on such approval. The Advisory
Agreement will terminate automatically in the event of its assignment, and is
terminable at any time without penalty by the Trustees of the Trust or, with
respect to the Funds, by a majority of the outstanding shares of the Funds, on
not less than 30 days' nor more than 60 days' written notice to the Advisor, or
by the Advisor on 90 days' written notice to the Trust.

The Advisor has agreed to waive its fees or reimburse expenses in order to limit
Fund expenses.

BANKING LAWS

Current interpretations of federal banking laws and regulations:
- - prohibit SunTrust and the Advisors from sponsoring, organizing,
controlling, or distributing the Funds' shares; but

- - do not prohibit SunTrust or the Advisors generally from acting as an
investment advisor, transfer agent, or custodian to the Funds or from
purchasing Fund shares as agent for and upon the order of a customer.

The Advisor believes that it may perform advisory and related services for the
Trust without violating applicable banking laws or regulations. However, the
legal requirements and interpretations about the permissible activities of banks
and their affiliates may change in the future. These changes could prevent the
Advisor from continuing to perform services for the Trust. If this happens, the
Board of Trustees would consider selecting other qualified firms. Shareholders
would approve any new investment advisory agreements that would be subject to
Shareholder approval.

If current restrictions on bank activities with mutual funds were relaxed, the
Advisor, or its affiliates, would consider performing additional services for
the Trust. We cannot predict whether these changes will be enacted. We also
cannot predict the terms that the Advisor, or its affiliates, might offer to
provide additional services.

THE ADMINISTRATOR

The Trust and SEI Investments Mutual Funds Services (the "Administrator") are
parties to the Administration Agreement. The Administration Agreement provides
that the Administrator shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust in connection with the matters to
which the Administration Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Administrator in
the performance of its duties or from reckless disregard by it of its duties and
obligations thereunder. The Administration Agreement shall remain in effect for
a period of five years after the date of the Agreement and shall continue in
effect for successive periods of two years subject to review at least annually
by the Trustees of the Trust unless terminated by either party on not less than
ninety days' written notice to the other party.

B-8

<PAGE>

The Administrator, a Delaware business trust, has its principal business
offices at Oaks, Pennsylvania 19456. SEI Investments Management Corporation
("SIMC"), a wholly-owned subsidiary of SEI Investments Company ("SEI
Investments"), is the owner of all beneficial interest in the Administrator.
SEI Investments and its subsidiaries and affiliates, including the
Administrator, are leading providers of funds evaluation services, trust
accounting systems, and brokerage and information services to financial
institutions, institutional investors, and money managers. The Administrator
and its affiliates also serve as administrator or sub-administrator to the
following other mutual funds: The Achievement Funds Trust, The Advisors'
Inner Circle Fund, Alpha Select Funds, The Arbor Fund, ARK Funds, Armada
Funds, Bishop Street Funds, Boston 1784 Funds -Registered Trademark-, CNI
Charter Funds, CUFUND, The Expedition Funds, First American Funds, Inc.,
First American Investment Funds, Inc., First American Strategy Funds, Inc.,
HighMark Funds, Huntington Funds, The Nevis Fund, Inc., Oak Associates Funds,
The Parkstone Advantage Fund, The PBHG Funds, Inc., PBHG Insurance Series
Fund, Inc., The Pillar Funds, SEI Asset Allocation Trust, SEI Daily Income
Trust, SEI Index Funds, SEI Institutional International Trust, SEI
Institutional International Investments Trust, SEI Institutional Managed
Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, STI Classic Variable
Trust, TIP Funds and UAM Funds, Inc. II.

For its administrative services, the Administrator is entitled to a fee, which
is calculated daily and paid monthly, at an annual rate of: .12% of the first $1
billion of average aggregate net assets, .09% on the next $4 billion of average
aggregate net assets, .07% of the next $3 billion of average aggregate net
assets, .065% of the next $2 billion of average aggregate net assets, and .06%
thereafter.

THE DISTRIBUTOR

SEI Investments Distribution Co. (the "Distributor"), a wholly-owned subsidiary
of SEI, and the Trust have entered into a distribution agreement (the
"Distribution Agreement") dated May 29, 1992. Under the Distribution Agreement,
the Distributor must use all reasonable efforts, consistent with its other
business, in connection with the continuous offering of Shares of the Trust. The
Distributor will receive no compensation for distribution of Trust Shares.

The Distribution Agreement is renewable annually and may be terminated by the
Distributor, the disinterested Trustees, or by a majority vote of the
outstanding securities of the Trust upon not more than 60 days' written notice
by either party.

THE TRANSFER AGENT

Federated Services Company, Federated Investors Tower, Pittsburgh, PA 15222-3779
serves as the Trust's transfer agent.

THE CUSTODIAN

SunTrust Bank, Atlanta, 303 Peachtree Street N.E., 14th Floor, Atlanta, GA 30308
serves as the custodian for the all of the Funds except for the International
Equity, International Equity Index and Emerging Markets Equity Funds.

B-9

<PAGE>

INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen, LLP serves as independent public accountants for the Trust.

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP serves as legal counsel to the Trust.

TRUSTEES AND OFFICERS OF THE TRUST

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. The Trustees and Executive Officers of the
Trust, their respective dates of birth, and their principal occupations for
the last five years are set forth below. Each may have held other positions
with the named companies during that period. The business address of each
Trustee and each Executive Officer is SEI Investments Company, Oaks,
Pennsylvania 19456. Certain officers of the Trust also serve as officers of
some or all of the following: The Achievement Funds Trust, The Advisors'
Inner Circle Fund, The Arbor Fund, ARK Funds, Armada Funds, Bishop Street
Funds, Boston 1784 Funds -Registered Trademark-, CNI Charter Funds, CUFUND,
The Expedition Funds, First American Funds, Inc., First American Investment
Funds, Inc., First American Strategy Funds, Inc., HighMark Funds, Huntington
Funds, The Nevis Fund, Inc., Oak Associates Funds, The Parkstone Advantage
Fund, The Pillar Funds, The PBHG Funds, Inc., PBHG Insurance Series Fund,
Inc., SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds,
SEI Institutional International Trust, SEI Institutional Investments Trust,
SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt
Trust, STI Classic Variable Trust, and TIP Funds, each of which is an
open-end management investment company managed by SEI Investments Mutual
Funds Services or its affiliates and distributed by SEI Investments
Distribution Co.

DANIEL S. GOODRUM (7/11/26) - Trustee* - Chairman & CEO, SunBank/South Florida,
N.A., 1985-1991; Chairman Audit Committee and Director, Holy Cross Hospital;
Executive Committee Member and Director, Honda Classic Foundation; Director,
Broward Community College Foundation.

WILTON LOONEY (4/18/19) - Trustee* - President of Genuine Parts Company,
1961-1964; Chairman of the Board, 1964-1990; Honorary Chairman of the Board,
1990 to present. Director, Rollins, Inc.; Director, RPC Energy Services, Inc.

CHAMPNEY A. MCNAIR (10/30/24) - Trustee* - Director and Chairman of Investment
Committee and member of Executive Committee, Cotton States Life and Health
Insurance Company; Director and Chairman of Investment Committee and member of
Executive Committee, Cotton States Mutual Insurance Company; Chairman, Trust
Company of Georgia Advisory Council.

F. WENDELL GOOCH (12/3/32) - Trustee - Retired. President, Orange County
Publishing Co., Inc., 1981-1997, publisher of the Paoli News and the Paoli
Republican and Editor of the Paoli Republican, 1981-1997, President, H & W
Distribution, Inc., 1984-1997. Current Trustee on the Board of Trustees for the
SEI Family of Funds and The Capitol Mutual Funds. Executive Vice President,
Trust

B-10

<PAGE>

Department, Harris Trust and Savings Bank and Chairman of the Board of
Directors of The Harris Trust Company of Arizona before January 1981.

T. GORDY GERMANY (11/28/25) -Trustee - Retired President, Chairman, and CEO of
Crawford & Company; held these positions, 1973-1987. Member of the Board of
Directors, 1970-1990, joined company in 1948; spent entire career at Crawford,
currently serves on Boards of Norrell Corporation and Mercy Health Services, the
latter being the holding company of St. Joseph's Hospitals.

DR. BERNARD F. SLIGER (9/30/24) - Trustee - Director, Stavros Center for
Economic Education, Florida State University, 1991-present. President of Florida
State University, 1976-91; previous four years EVP and Chief Academic Officer.
During educational career, taught at Florida State, Michigan State, Louisiana
State and Southern University. Spent 19 years as faculty member and
administrator at Louisiana State University and served as Head of Economics
Department, member and Chairman of the Graduate Council, Dean of Academic
Affairs and Vice Chancellor. Member of Board of Directors of Federal Reserve
Bank of Atlanta, 1983-1988.

JONATHAN T. WALTON (3/28/30) - Trustee - Retired. Executive Vice President, NBD
Bank, N.A. and NBD Bancorp, October 1956 to March 1995. Trustee, W.K. Kellogg
Trust.

WILLIAM H. CAMMACK (11/24/29) - Trustee* - Chairman & Director, SunTrust
Equitable Securities Corporation, January, 1998-present. Chairman and CEO,
Equitable Asset Management, Inc., December 1993-present. Chairman & CEO,
Equitable Trust Company, June 1991-present. Chairman, Equitable Securities
Corporation, July 1972 - January 1998.

MARK NAGLE (10/20/59) - President, Controller, Treasurer and Chief Financial
Officer - Vice President and Controller, Funds Accounting since 1996. Vice
President of the Administrator and Distributor since 1996. Vice President of
Fund Accounting - BISYS Fund Services 1995-1996. Senior Vice President -
Fidelity Investments 1981-1995.

JAMES R. FOGGO (DOB 02/14/66) - Vice President and Assistant Secretary - Vice
President and Assistant Secretary of SEI Investments since 1998. Vice President
and Assistant Secretary of the Administrator and the Distributor since May 1999.
Associate, Paul Weiss, Rifkind, Wharton & Garrison (law firm), 1998. Associate,
Baker & McKenzie (law firm), 1995-1998. Associate, Battle Fowler L.L.P. (law
firm), 1993-1995. Operations Manager, The Shareholder Services Group, Inc.
1986-1990.

LYDIA A. GAVALIS (6/5/64) - Vice President and Assistant Secretary - Vice
President and Assistant Secretary of the Administrator and the Distributor since
1998. Assistant General Counsel and Director of Arbitration, Philadelphia Stock
Exchange, 1989-1998.

KATHY HEILIG (12/21/58) - Vice President and Assistant Secretary - Treasurer of
SEI Investments Company since 1997. Assistant Controller of SEI Investments
Company since 1995. Vice President of SEI Investments Company since 1991.

LYNDA J. STRIEGEL (10/30/48) - Vice President and Assistant Secretary - Vice
President and Assistant Secretary of the Administrator and the Distributor since
1998. Senior Asset Management

B-11

<PAGE>

Counsel, Barnett Banks, Inc., 1997-1998. Partner, Groom and Nordberg, Chartered,
1996-1997. Associate General Counsel, Riggs Bank, N.A., 1991-1995.

KEVIN P. ROBINS (4/15/61) - Vice President, Assistant Secretary - Senior Vice
President & General Counsel of SEI Investments, the Administrator and the
Distributor since 1994. Vice President of SEI, the Administrator and the
Distributor, 1992-1994.

RICHARD W. GRANT (10/25/45) - Secretary - 1701 Market Street, Philadelphia,
Pennsylvania 19103. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel to
the Trust, Administrator and Distributor, since 1989.

JOHN H. GRADY, JR. (6/1/61) - Assistant Secretary -1701 Market Street,
Philadelphia, Pennsylvania 19103. Partner, Morgan, Lewis & Bockius LLP (law
firm) since 1995, counsel to the Trust, Administrator and Distributor.

- ----------------------
* Messrs. Looney, Goodrum, McNair, and Cammack may be deemed to be
"interested persons" of the Trust as defined in the Investment Company Act
of 1940.

The Trustees and Officers of the Trust own, in the aggregate, less than 1% of
the outstanding shares of the Trust.

For the fiscal year end _____, 1999, the Trust paid the following amounts to
Trustees and Officers of the Trust:

<TABLE>
<CAPTION>
=========================================================================================================
ESTIMATED
PENSION OR ANNUAL TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS BENEFITS FROM FUND AND FUND
COMPENSATION ACCRUED AS PART OF UPON COMPLEX PAID TO
NAME OF PERSON, POSITION FROM FUND FUND EXPENSES RETIREMENT TRUSTEES
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Daniel S. Goodrum, Truste $ N/A N/A $ for service on two
boards
- ---------------------------------------------------------------------------------------------------------

Wilton Looney, Trustee $ N/A N/A $ for service on two
boards
- ---------------------------------------------------------------------------------------------------------

Champney A. McNair, $ N/A N/A $ for service on two
Trustee boards
- ---------------------------------------------------------------------------------------------------------

F. Wendell Gooch, Trustee $ N/A N/A $ for service on two
boards
- ---------------------------------------------------------------------------------------------------------

T. Gordy Germany, $ N/A N/A $ for service on two
Trustee boards
- ---------------------------------------------------------------------------------------------------------

Dr. Bernard F. Sliger, Trustee $ N/A N/A $ for service on two
boards
- ---------------------------------------------------------------------------------------------------------

Jonathan T. Walton, Truste $ N/A N/A $ for service on two
boards
- ---------------------------------------------------------------------------------------------------------
William H. Cammack, N/A N/A N/A $ for service on two
Trustee boards
=========================================================================================================
</TABLE>

B-12

<PAGE>

PERFORMANCE INFORMATION

From time to time a Fund may advertise its performance. Performance figures are
based on historical earnings and are not intended to indicate future
performance.

PERFORMANCE COMPARISONS
Each Fund may periodically compare its performance to other mutual funds tracked
by mutual fund rating services, to broad groups of comparable mutual funds, or
to unmanaged indices. These comparisons may assume reinvestment of dividends but
generally do not reflect deductions for administrative and management costs.

COMPUTATION OF YIELD

THIRTY-DAY YIELD

Each Fund may advertise a 30-day yield. In particular, yield will be calculated
according to the following formula:

Yield = (2 (a-b/cd + 1) TO THE POWER OF 6 - 1) where a = dividends and
interest earned during the period; b = expenses accrued for the period (net
of reimbursement); c = the average daily number of shares outstanding during
the period that were entitled to receive dividends; and d = the maximum
offering price per share on the last day of the period.

Yields are one basis upon which investors may compare the Funds with other money
market funds; however, yields of other money market funds and other investment
vehicles may not be comparable because of the factors set forth above and
differences in the methods used in valuing portfolio instruments.

CALCULATION OF TOTAL RETURN

From time to time, the Funds may advertise total return. In particular, total
return will be calculated according to the following formula: P (1 + T) TO
THE POWER OF n = ERV, where P = a hypothetical initial payment of $1,000; T =
average annual total return; n = number of years; and ERV = ending redeemable
value of a hypothetical $1,000 payment made at the beginning of the
designated time period as of the end of such period.

From time to time, the Trust may include the names of clients of the Advisors in
advertisements and/or sales literature for the Trust. The SEI Funds Evaluation
database tracks the total return of numerous tax-exempt pension accounts. The
range of returns in these accounts determines the percentile rankings. SunTrust
Bank's investment advisory affiliate, Trusco Capital Management, has been in the
top 1% of the SEI Funds Evaluation database for equity managers over the past
ten years. SEI Investment's database includes research data on over 1,000
investment managers responsible for over $___ billion in assets.

B-13

<PAGE>

PURCHASING SHARES

Purchases and redemptions of shares of the Funds may be made on any day the New
York Stock Exchange ("NYSE") is open for business. Currently, the NYSE is closed
on: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

REDEEMING SHARES

A Shareholder will at all times be entitled to aggregate cash redemptions from
all Funds of the Trust during any 90-day period of up to the lesser of $250,000
or 1% of the Trust's net assets.

The Trust reserves the right to suspend the right of redemption and/or to
postpone the date of payment upon redemption for any period on which trading on
the NYSE is restricted, or during the existence of an emergency (as determined
by the Securities and Exchange Commission by rule or regulation) as a result of
disposal or valuation of a Fund's securities is not reasonably practicable, or
for such other periods as the Securities and Exchange Commission has by order
permitted. The Trust also reserves the right to suspend sales of shares of a
Fund for any period during which the NYSE, an Advisor, the Administrator and/or,
the Custodian are not open for business.

A number of Fund shareholders are institutions with significant share holdings
that may be redeemed at any time. If a substantial number or amount of
redemptions should occur within a relatively short period of time, a Fund may
have to sell portfolio securities it would otherwise hold and incur the
additional transaction costs. The sale of portfolio securities may result in the
recognition of capital gains, which will be distributed annually and generally
will be taxable to shareholders as ordinary income or capital gains.
Shareholders are notified annually regarding the federal tax status of
distributions they receive (see "Taxes").

DETERMINATION OF NET ASSET VALUE

The securities of the Funds are valued by the Administrator pursuant to
valuations provided by an independent pricing service. The pricing service
relies primarily on prices of actual market transactions as well as trader
quotations. However, the service may also use a matrix system to determine
valuations of fixed income securities, which system considers such factors as
security prices, yields, maturities, call features, ratings and developments
relating to specific securities in arriving at valuations. The procedures of the
pricing service and its valuations are reviewed by the officers of the Trust
under the general supervision of the Trustees.

TAXES

The following is a summary of certain Federal income tax considerations
generally affecting the Funds and their shareholders that are not described in
the Funds' prospectus. No attempt is made to present a

B-14

<PAGE>

detailed explanation of the Federal tax treatment of the funds or their
Shareholders, and the discussion here and in the Funds' prospectus is not
intended as a substitute for careful tax planning.

This discussion of Federal income tax consequences is based on the Internal
Revenue Code of 1986, as amended (the "Code"), and the regulations issued
thereunder, in effect on the date of this Statement of Additional Information.
New legislation, as well as administrative changes or court decisions, may
change the conclusions expressed herein, and may have a retroactive effect with
respect to the transactions contemplated herein.

FEDERAL INCOME TAX

In order to qualify for treatment as a regulated investment company ("RIC")
under the Internal Revenue Code of 1986, as amended ("Code"), each Fund must
distribute annually to its Shareholders at least the sum of 90% of its net
investment income excludable from gross income plus 90% of its investment
company taxable income (generally, net investment income plus net short-term
capital gain) ("Distribution Requirement") and also must meet several additional
requirements. Among these requirements are the following: (i) at least 90% of a
Fund's gross income each taxable year must be derived from dividends, interest,
payments with respect to securities loans, and gains from the sale or other
disposition of stock or securities, or certain other income; (ii) at the close
of each quarter of a Fund's taxable year, at least 50% of the value of its total
assets must be represented by cash and cash items, U.S. Government securities,
securities of other RIC's and other securities, with such other securities
limited, in respect of any one issuer, to an amount that does not exceed 5% of
the value of a Fund's assets and that does not represent more than 10% of the
outstanding voting securities of such issuer; and (iii) at the close of each
quarter of a Fund's taxable year, not more than 25% of the value of its assets
may be invested in securities (other than U.S. Government securities or the
securities of other RIC's) of any one issuer, or of two or more issuers engaged
in same or similar businesses if the Fund owns at least 20% of the voting power
of such issuers.

In addition, each Fund will distribute by the end of any calendar year 98% of
its ordinary income for that year and 98% of its capital gain net income for the
one-year period ending on October 31 of that calendar year, plus certain other
amounts. Each Fund intends to make sufficient distributions prior to the end of
each calendar year to avoid liability for the federal excise tax applicable to
regulated investment companies.

Any gain or loss recognized on a sale or redemption of Shares of a Fund by an
Investor who is not a dealer in securities will generally be treated as a
long-term capital gain or loss if the shares have been held for more than twelve
months and otherwise will be generally treated as a short-term capital gain or
loss. If shares on which a net capital gain distribution has been received are
subsequently sold or redeemed and such shares have been held for six months or
less, any loss recognized will be treated as a long-term capital loss to the
extent of the long-term capital gain distributions.

A Fund is not liable for any income or franchise tax in Massachusetts if it
qualifies as a RIC for federal income tax purposes. Distributions by the Funds
to Investors and the ownership of shares may be subject to state and local
taxes.

B-15

<PAGE>

The Funds will make annual reports to Shareholders of the Federal income tax
status of all distributions.

FUND TRANSACTIONS

The Trust has no obligation to deal with any dealer or group of dealers in the
execution of transactions in portfolio securities. Subject to policies
established by the Trustees, an Advisor is responsible for placing the orders to
execute transactions for a Fund. In placing orders, it is the policy of the
Trust to seek to obtain the best net results taking into account such factors as
price (including the applicable dealer spread), the size, type and difficulty of
the transaction involved, the firm's general execution and operational
facilities, and the firm's risk in positioning the securities involved. While an
Advisor generally seeks reasonably competitive spreads or commissions, the Trust
will not necessarily be paying the lowest spread or commission available.

The money market securities in which the Funds invest are traded primarily in
the over-the-counter market. Bonds and debentures are usually traded
over-the-counter, but may be traded on an exchange. Where possible, an Advisor
will deal directly with the dealers who make a market in the securities involved
except in those circumstances where better prices and execution are available
elsewhere. Such dealers usually are acting as principal for their own account.
On occasion, securities may be purchased directly from the issuer. Money market
securities are generally traded on a net basis and do not normally involve
either brokerage commissions or transfer taxes. The cost of executing portfolio
securities transactions of the Trust will primarily consist of dealer spreads
and underwriting commissions.

TRADING PRACTICES AND BROKERAGE

The Trust selects brokers or dealers to execute transactions for the purchase or
sale of portfolio securities on the basis of its judgment of their professional
capability to provide the service. The primary consideration is to have brokers
or dealers provide transactions at best price and execution for the Trust. Best
price and execution includes many factors, including the price paid or received
for a security, the commission charged, the promptness and reliability of
execution, the confidentiality and placement accorded the order and other
factors affecting the overall benefit obtained by the account on the
transaction. The Trust's determination of what are reasonably competitive rates
is based upon the professional knowledge of its trading department as to rates
paid and charged for similar transactions throughout the securities industry. In
some instances, the Trust pays a minimal share transaction cost when the
transaction presents no difficulty. Some trades are made on a net basis where
the Trust either buys securities directly from the dealer or sells them to the
dealer. In these instances, there is no direct commission charged but there is a
spread (the difference between the buy and sell price) which is the equivalent
of a commission.

The Trust may allocate out of all commission business generated by all of the
funds and accounts under management by an Advisor, brokerage business to brokers
or dealers who provide brokerage and research services. These research services
include advice, either directly or through publications or writings, as to the
value of securities, the advisability of investing in, purchasing or selling
securities, and the availability of securities or purchasers or sellers of
securities; furnishing of analyses and reports

B-16

<PAGE>

concerning issuers, securities or industries; providing information on economic
factors and trends, assisting in determining portfolio strategy, providing
computer software used in security analyses, and providing portfolio performance
evaluation and technical market analyses. Such services are used by an Advisor
in connection with its investment decision-making process with respect to one or
more funds and accounts managed by it, and may not be used exclusively with
respect to the fund or account generating the brokerage.

As provided in the Securities Exchange Act of 1934 (the "1934 Act") higher
commissions may be paid to broker-dealers who provide brokerage and research
services than to broker-dealers who do not provide such services if such higher
commissions are deemed reasonable in relation to the value of the brokerage and
research services provided. Although transactions are directed to broker-dealers
who provide such brokerage and research services, the Trust believes that the
commissions paid to such broker-dealers are not, in general, higher than
commissions that would be paid to broker-dealers not providing such services and
that such commissions are reasonable in relation to the value of the brokerage
and research services provided. In addition, portfolio transactions which
generate commissions or their equivalent are directed to broker-dealers who
provide daily portfolio pricing services to the Trust. Subject to best price and
execution, commissions used for pricing may or may not be generated by the funds
receiving the pricing service.

An Advisor may place a combined order for two or more accounts or funds engaged
in the purchase or sale of the same security if, in its judgment, joint
execution is in the best interest of each participant and will result in best
price and execution. Transactions involving commingled orders are allocated in a
manner deemed equitable to each account or fund. It is believed that the ability
of the accounts to participate in volume transactions will generally be
beneficial to the accounts and funds. Although it is recognized that, in some
cases, the joint execution of orders could adversely affect the price or volume
of the security that a particular account or Fund may obtain, it is the opinion
of each Advisor and the Trust's Board of Trustees that the advantages of
combined orders outweigh the possible disadvantages of separate transactions.

Consistent with the Conduct Rules of the National Association of Securities
Dealers, Inc., and subject to seeking best price and execution, the Funds, at
the request of the Distributor, give consideration to sales of shares of the
Trust as a factor in the selection of brokers and dealers to execute Trust
portfolio transactions.

It is expected that the Trust may execute brokerage or other agency transactions
through the Distributor or an affiliate of an Advisor, both of which are
registered broker-dealers, for a commission in conformity with the 1940 Act, the
1934 Act and rules promulgated by the SEC. Under these provisions, the
Distributor or an affiliate of an Advisor is permitted to receive and retain
compensation for effecting portfolio transactions for the Trust on an exchange
if a written contract is in effect between the Distributor and the Trust
expressly permitting the Distributor or an affiliate of an Advisor to receive
and retain such compensation. These rules further require that commissions paid
to the Distributor by the Trust for exchange transactions not exceed "usual and
customary" brokerage commissions. The rules define "usual and customary"
commissions to include amounts which are "reasonable and fair compared to the
commission, fee or other renumeration received or to be received by other
brokers in connection with comparable transactions involving similar securities
being purchased or sold on a securities

B-17

<PAGE>

exchange during a comparable period of time." In addition, the Trust may direct
commission business to one or more designated broker-dealers in connection with
such broker/dealer's provision of services to the Trust or payment of certain
Trust expenses (E.G., custody, pricing and professional fees). The Trustees,
including those who are not "interested persons" of the Trust, have adopted
procedures for evaluating the reasonableness of commissions paid to the
Distributor, and will review these procedures periodically.

DESCRIPTION OF SHARES

The Declaration of Trust authorizes the issuance of an unlimited number of
shares and classes of shares of the Funds each of which represents an equal
proportionate interest in that Fund with each other share. Shares are entitled
upon liquidation to a PRO RATA share in the net assets of the Funds.
Shareholders have no preemptive rights. The Declaration of Trust provides that
the Trustees of the Trust may create additional series of shares or classes of
series. All consideration received by the Trust for shares of any additional
series and all assets in which such consideration is invested would belong to
that series and would be subject to the liabilities related thereto. Share
certificates representing shares will not be issued.

SHAREHOLDER LIABILITY

The Trust is an entity of the type commonly known as a "Massachusetts business
trust." Under Massachusetts law, shareholders of such a trust could, under
certain circumstances, be held personally liable as partners for the obligations
of the trust. Even if, however, the Trust were held to be a partnership, the
possibility of the Shareholders' incurring financial loss for that reason
appears remote because the Trust's Declaration of Trust contains an express
disclaimer of Shareholder liability for obligations of the Trust and requires
that notice of such disclaimer be given in each agreement, obligation or
instrument entered into or executed by or on behalf of the Trust or the
Trustees, and because the Declaration of Trust provides for indemnification out
of the Trust property for any Shareholder held personally liable for the
obligations of the Trust.

LIMITATION OF TRUSTEES' LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for his
own willful defaults and, if reasonable care has been exercised in the selection
of officers, agents, employees or investment advisors, shall not be liable for
any neglect or wrongdoing of any such person. The Declaration of Trust also
provides that the Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with actual or threatened
litigation in which they may be involved because of their offices with the Trust
unless it is determined in the manner provided in the Declaration of Trust that
they have not acted in good faith in the reasonable belief that their actions
were in the best interests of the Trust. However, nothing in the Declaration of
Trust shall protect or indemnify a Trustee against any liability for his willful
misfeasance, bad faith, gross negligence or reckless disregard of his duties.

YEAR 2000

B-18

<PAGE>

The Trust depends on the smooth functioning of computer systems in almost
every aspect of its business. Like other mutual funds, businesses and
individuals around the world, the Trust could be adversely affected if the
computer systems used by its service providers do not properly process dates
on and after January 1, 2000 and distinguish between the year 2000 and the
year 1900. The Trust has asked its mission critical service providers whether
they expect to have their computer systems adjusted for the year 2000
transition, and have sought and received assurances from each from each that
its system is expected to accommodate the year 2000 without material adverse
consequences to the Trust. While it is likely that such assurances have been
received, the Trust and its shareholders may experience losses if these
assurances prove to be incorrect or as a result of year 2000 computer
difficulties experienced by issuers of portfolio securities or third parties,
such as custodians, banks, broker-dealers or others with which the Trust does
business.

B-19

<PAGE>

STI CLASSIC FUNDS
PART C: OTHER INFORMATION
POST-EFFECTIVE AMENDMENT NO. 30

Item 23. Exhibits:

(a) Declaration of Trust - originally filed with Registrant's Registration
Statement on Form N-1A filed February 12, 1992 and incorporated by
reference to Exhibit 1 of Post-Effective Amendment No. 15 to the
Registrant's Registration Statement filed with the SEC via EDGAR
Accession No. 0000912057-96-015938 on July 31, 1996.
(b)(1) By-Laws - originally filed with Registrant's Pre-Effective Amendment
No. 1 filed April 23, 1992 and incorporated by reference to Exhibit 2
of Post-Effective Amendment No. 15 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.
(b)(2) Amended By-Laws - incorporated by reference to Exhibit (b)(2) of
Post-Effective Amendment No. 23 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0001047469-98-027407 on July 15, 1998.
(c) Not applicable.
(d)(1) Revised Investment Advisory Agreement with Trusco Capital Management,
Inc. - as originally filed with Registrant's Post-Effective Amendment
No. 5 filed August 2, 1993 and incorporated by reference to Exhibit
5(c) of Post-Effective Amendment No. 15 to the Registrant's
Registration Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.
(d)(2) Investment Advisory Agreement with American National Bank and Trust
Company - as originally filed with Registrant's Post-Effective
Amendment No. 6 filed October 22, 1993 and as Exhibit 5(d) of
Post-Effective Amendment No. 15 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.
(d)(3) Investment Advisory Agreement with Sun Bank Capital Management,
National Association (now STI Capital Management, N.A. - as originally
filed with Registrant's Post-Effective Amendment No. 6 filed October
22, 1993 and incorporated by reference to Exhibit 5(e) of
Post-Effective Amendment No. 15 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.
(d)(4) Investment Advisory Agreement with Trust Company Bank (now SunTrust
Bank, Atlanta) - as originally filed with Registrant's Post-Effective
Amendment No. 6 filed October 22, 1993 and incorporated by reference to
Exhibit D(4) of Post-Effective Amendment No. 24 to the Registrant's
Statement filed with the SEC via EDGAR Accession No.
0001047469-98-028802 on July 30, 1998.
(e) Distribution Agreement - incorporated by reference to Exhibit 6 of
Post-Effective Amendment No. 16 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-96-021336 on September 27, 1996.
(f) Not applicable.
(g)(1) Custodian Agreement with Trust Company Bank dated February 1, 1994 -
originally filed with Registrant's Post-Effective Amendment No. 13
filed September 28, 1995 and incorporated by reference to Exhibit 8(b)
of Post-Effective Amendment No. 15 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.
(g)(2) Custodian Agreement with the Bank of California - incorporated by
reference to Exhibit 8(a) of Post-Effective Amendment No. 15 to the
Registrant's Registration Statement filed with the SEC via EDGAR
Accession No. 0000912057-96-015938 on July 31, 1996.
(g)(3) Fourth Amendment to Custodian Agreement by and between STI Trust &
Investment Operations, Inc. and The Bank of New York dated May 6, 1997
- incorporated by reference to Exhibit 8(d) of Post-Effective
Amendment No. 21 to the Registrant's Registration Statement filed with
the SEC via EDGAR Accession No. 0000912057-97-032207 on
September 30, 1997.
(h)(1) Transfer Agent Agreement with Federated Services Company dated May 14,
1994 - originally filed with Post-Effective Amendment No. 9 filed
September 22, 1994 and incorporated by reference to Exhibit 8(c) of
Post-Effective Amendment No. 15 to the Registrant's Registration
Statement filed with the SEC via EDGAR

C-1
<PAGE>

Accession No. 0000912057-96-015938 on July 31, 1996.
(h)(2) Administration Agreement with SEI Financial Management Corporation
dated May 29, 1995 - originally filed with Post-Effective Amendment No.
12 filed August 17, 1995 and incorporated by reference to Exhibit 9(a)
of Post-Effective Amendment No. 15 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.
(h)(3) Consent to Assignment and Assumption of the Administration Agreement
between STI Classic Funds and SEI Financial Management Corporation -
incorporated by reference to Exhibit 9(b) of Post-Effective Amendment
No. 21 to the Registrant's Registration Statement filed with the SEC
via EDGAR Assession No. 0000912057-97-032207 on September 30, 1997.
(i) Opinion and Consent of Counsel - originally filed with Pre-Effective
Amendment No. 2 to the Registrant's Registration Statement on May 22,
1992 and incorporated by reference to Exhibit (i) of Post-Effective
Amendment No. 23 to the Registrant's Registration Statement filed with
the SEC via EDGAR Accession No. 0001047469-98-027407 on July 15, 1998.
(j) Not applicable.

(k) Not applicable.
(l) Not applicable.
(m)(1) Distribution Plan - Investor Class - incorporated by reference to
Exhibit 15 of Post-Effective Amendment No. 16 to the Registrant's
Registration Statement filed with the SEC via EDGAR Accession No.
0000912057-96-021336 on September 27, 1996.
(m)(2) Distribution and Service Agreement relating to Flex Shares dated May
29, 1995 - originally filed with Post-Effective Amendment No. 12 filed
August 17, 1995 and incorporated by reference to Exhibit 15(a) of
Post-Effective Amendment No. 15 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.

(n) Not applicable.

(o) Rule 18f-3 Plan - incorporated by reference to Exhibit (o) of
Post-Effective Amendment No. 23 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0001047469-98-027407 on July 15, 1998.
(o)(1) Certificate of Class Designation - incorporated by reference to Exhibit
(o)(1) of Post-Effective Amendment No. 27 to the Registrant's Statement
filed with the SEC via EDGAR Accession No. 0001047469-99-009731 on
April 15, 1999.
(p) Powers of Attorney - incorporated by reference to Exhibit (p) of
Post-Effective Amendment No. 24 to the Registrant's Statement filed
with the SEC via EDGAR Accession No. 0001047469-98-028802 on July 30,
1998.

Item 24. Persons Controlled by or under Common Control with Registrant:

See the Prospectuses and Statement of Additional Information regarding the
Trust's control relationships. The Administrator is a subsidiary of SEI
Investments which also controls the distributor of the Registrant, SEI
Investments Distribution Co., and other corporations engaged in providing
various financial and record keeping services, primarily to bank trust
departments, pension plan sponsors, and investment managers.

Item 25. Indemnification:

Article VIII of the Agreement of Declaration of Trust filed as Exhibit (a) to
the Registration Statement is incorporated by reference. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to trustees, directors, officers and controlling persons of the
Registrant by the Registrant pursuant to the Declaration of Trust or otherwise,
the Registrant is aware that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and, therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by trustees, directors, officers

C-2
<PAGE>

or controlling persons of the Registrant in connection with the successful
defense of any act, suit or proceeding) is asserted by such trustees,
directors, officers or controlling persons in connection with the shares
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issues.

Item 26. Business and Other Connections of Investment Advisors:

Other business, profession, vocation, or employment of a substantial nature in
which each director or principal officer of each Advisor is or has been, at any
time during the last two fiscal years, engaged for his own account or in the
capacity of director, officer, employee, partner or trustee are as follows:

Name Of Connection with
Name Other Company Other Company
---- ------------- ---------------
<S> <C> <C>
STI CAPITAL MANAGEMENT, N.A.

E. Jenner Wood III SunTrust Banks, Inc. --
Director

Hunting F. Deutsch SunTrust Bank, Orlando --
Director

Anthony R. Gray -- --
Chairman & Chief Investment Officer

James R. Wood -- --
President

Elliott A. Perny -- --
Executive Vice President

Stuart F. Van Arsdale -- --
Senior Vice President

Jonathan D. Rich -- --
Director

Larry M. Cole -- --
Senior Vice President

L. Earl Denney -- --
Executive Vice President

Ronald Schwartz -- --
Senior Vice President

Andre B.Prawato -- --
Senior Vice President

</TABLE>

C-3
<PAGE>

Name Of Connection with
Name Other Company Other Company
---- ------------- ---------------

<S> <C> <C>
Edward J. Dau -- --
Senior Vice President

James K. Wood -- --
Senior Vice President

Mills A. Riddick -- --
Senior Vice President

Christopher A. Jones -- --
Senior Vice President

David E. West -- --
Vice President

Brett L. Barner -- --
Senior Vice President

TRUSCO CAPITAL MANAGEMENT, INC.

Douglas S. Phillips -- --
President

Paul L. Robertson, III -- --
Secretary/Treasurer

E. Jenner Wood SunTrust Banks, Inc. Director
Director

Donald W. Thurmond SunTrust Bank, Atlanta Director
Director

Bob M. Farmer -- --
Vice President

M. Elizabeth (Beth) Wines -- --
Vice President

Charles Arnold, Jr. -- --
Senior Vice President

James R. Dillon, Jr. -- --
First Vice President

James P. Foster -- --
Vice President

Mark D. Garfinkel -- --

</TABLE>

C-4
<PAGE>

Name Of Connection with
Name Other Company Other Company
---- ------------- ---------------
<S> <C> <C>
Vice President

Robert (Bob) G. Goggin -- --
Vice President

Joe E. Ransom -- --
Vice President

George D. Smith, Jr. -- --
Vice President

Jonathan Mote -- --
Vice President

Charles B. Leonard -- --
First Vice President

Mary F. Cernilli -- --
Vice President

Garrett P. Smith -- --
Vice President

Gregory L. Watkins -- --
Vice President

David S. Yealy -- --
Vice President

Robert J. Rhoades -- --
Senior Vice President

Kar Ming Leong -- --
Vice President

Stephen M. Yarbrough -- --
Vice President

Celia S. Stanley -- --
Vice President

Rebekah R. Alley -- --
Vice President

SUNTRUST BANK, ATLANTA

Robert R. Long SunTrust Banks of Chairman of the Board
Chairman of the Board and Georgia, Inc.

</TABLE>

C-5
<PAGE>

Name Of Connection with
Name Other Company Other Company
---- ------------- ---------------
<S> <C> <C>
President

Ronald S. Crowding -- Executive Vice President
Executive Vice President

Charles B. Ginden -- --
Executive Vice President
William H. Rogers, Jr. -- --
Executive Vice President

Donald Wayne Thurmond -- --
Executive Vice President

Dr. William M. Chase Emory University President
Director

Gaylord O. Coan Gold Kist, Inc. CEO
Director .

A.D. Correll Georgia-Pacific Corporation Chairman & CEO
Director

R.W. Courts, II Atlantic Realty Company President
Director

A.W. Dahlberg The Southern Company President, Chairman &
Director CEO

L. Phillip Humann SunTrust Banks, Inc. President, Chairman & CEO
Director Services Corporation

William B. Johnson The Ritz Carlton Hotel Chairman of the Board
Director

J. Hicks Lanier Oxford Industries, Inc. Chairman of the Board
Director & President
Pinehill Development Co. 30% owner

Joseph L. Lanier, Jr. Dan River, Inc. Chairman of the Board
Director Chairman

Larry L. Prince Genuine Parts Company Chairman of the Board
Director

R. Randall Rollins Rollins, Inc. Chairman of the Board
Director Lor, Inc. Director

</TABLE>

C-6
<PAGE>

Name Of Connection with
Name Other Company Other Company
---- ------------- ---------------
<S> <C> <C>
Maran, Inc. Director
Gutterworld, Inc. Director
Dabora, Inc. Director & Secretary
Simpson, Nance & Graham Director
Auto Parts Wholesale, Inc. Director
Global Expanded Metal, Inc. Director
Rollins Holding Co. Director
Rol, Ltd. Partner
Rollins Investment Fund Partner
Energy Partners Partner
Petro Partnership Partner
The Piedmont Investment Group Director
WRG, Ltd. Partner
Rollins, Inc. Chairman
RPC Energy Services, Inc. Chairman
The Mul Company Partner
Bugvac, Inc. Director
Omnitron Int'l, Inc. Director
MRG, Ltd. Partner

Gerald T. Adams -- --
Senior Vice President

James R. Albach -- --
Group Vice President

Gay Cash -- --
Vice President

Joseph B. Foley, Jr. -- --
Group Vice President

Thomas R. Frisbie -- --
Group Vice President

Mark Stancil -- --
Group Vice President

David E. Thompson -- --
Vice President

Charles C. Watson -- --
Group Vice President

Dr. Mary B. Bullock Agnes Scott College President

</TABLE>

C-7
<PAGE>

<TABLE>

<S> <C> <C>
Director

Larry L. Gellerstedt, III Beers Construction Co. Chairman
Director

John T. Glover Post Properties, Inc. President
Director

M. Douglas Ivester The Coca-Cola Company Chairman of the Board & CEO
Director

Dennis M. Love Printpack, Inc. President & Ceo
Director

Charles H. Mctier Robert Woodruff Foundation President
Director

</TABLE>

Item 27. Principal Underwriters:

(a) Furnish the name of each investment company (other than the Registrant)
for which each principal underwriter currently distributing the
securities of the Registrant also acts as a principal underwriter,
distributor or investment adviser.

Registrant's distributor, SEI Investments Distribution Co. (the
"Distributor"), acts as distributor for:

SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI Institutional International Trust August 30, 1988
The Advisors' Inner Circle Fund November 14, 1991
The Pillar Funds February 28, 1992
CUFUND May 1, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
Boston 1784 Funds(7) June 1, 1993
The PBHG Funds, Inc. July 16, 1993
Morgan Grenfell Investment Trust January 3, 1994
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
CrestFunds, Inc. March 1, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Huntington Funds January 11, 1996
SEI Asset Allocation Trust April 1, 1996
TIP Funds April 28, 1996
SEI Institutional Investments Trust June 14, 1996
First American Strategy Funds, Inc. October 1, 1996
HighMark Funds February 15, 1997

C-8
<PAGE>

Armada Funds March 8, 1997
PBHG Insurance Series Fund, Inc. April 1, 1997
The Expedition Funds June 9, 1997
Alpha Select Funds January 1, 1998
Oak Associates Funds February 27, 1998
The Nevis Fund, Inc. June 29, 1998
The Parkstone Group of Funds September 14, 1998
CNI Charter Funds April 1, 1999
The Parkstone Advantage Fund May 1, 1999

The Distributor provides numerous financial services to investment
managers, pension plan sponsors, and bank trust departments. These
services include portfolio evaluation, performance measurement and
consulting services ("Funds Evaluation") and automated execution,
clearing and settlement of securities transactions ("MarketLink").

(b) Furnish the Information required by the following table with respect to
each director, officer or partner of each principal underwriter named in the
answer to Item 21 of Part B. Unless otherwise noted, the business address of
each director or officer is Oaks, PA 19456.

Position and Office Positions and Offices
Name with Underwriter with Registrant
- ---- ------------------- ---------------------
<S><C>
Alfred P. West, Jr. Director, Chairman of the Board of Directors --
Henry H. Greer Director --
Carmen V. Romeo Director --
Mark J. Held President & Chief Operating Officer --
Gilbert L. Beebower Executive Vice President --
Richard B. Lieb Executive Vice President --
Dennis J. McGonigle Executive Vice President --
Robert M. Silvestri Chief Financial Officer & Treasurer --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Larry Hutchison Senior Vice President --
Jack May Senior Vice President --
Hartland J. McKeown Senior Vice President --
Barbara J. Moore Senior Vice President --
Kevin P. Robins Senior Vice President & General Counsel --
Patrick K. Walsh Senior Vice President --
Robert Aller Vice President --
Gordon W. Carpenter Vice President --
Todd Cipperman Vice President & Assistant Secretary --
S. Courtney E. Collier Vice President & Assistant Secretary --
Robert Crudup Vice President & Managing Director --
Barbara Doyne Vice President --
Jeff Drennen Vice President --
Vic Galef Vice President & Managing Director --
Lydia A. Gavalis Vice President & Assistant Secretary --
Greg Gettinger Vice President & Assistant Secretary --
Kathy Heilig Vice President --

</TABLE>

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<PAGE>

<TABLE>

<S><C>
Jeff Jacobs Vice President --
Samuel King Vice President --
Kim Kirk Vice President & Managing Director --
John Krzeminski Vice President & Managing Director --
Carolyn McLaurin Vice President & Managing Director --
W. Kelso Morrill Vice President --
Mark Nagle Vice President --
Joanne Nelson Vice President --
Joseph M. O'Donnell Vice President & Assistant Secretary --
Cynthia M. Parrish Vice President & Assistant Secretary --
Kim Rainey Vice President --
Rob Redican Vice President --
Maria Rinehart Vice President --
Mark Samuels Vice President & Managing Director --
Steve Smith Vice President --
Daniel Spaventa Vice President --
Kathryn L. Stanton Vice President & Assistant Secretary --
Lynda J. Striegel Vice President & Assistant Secretary --
Lori L. White Vice President & Assistant Secretary --
Wayne M. Withrow Vice President & Managing Director --

</TABLE>

Item 28. Location of Accounts and Records:

Books or other documents required to be maintained by Section 31(a) of
the Investment Company Act of 1940, and the rules promulgated thereunder, are
maintained as follows:

(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6);
(8); (12); and 31a-1(d), the required books and records are maintained at the
offices of Registrant's Custodians:

Trust Company Bank
Park Place
P.O. Box 105504
Atlanta, Georgia 30348

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

(b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1),(4); (2)(C) and (D); (4);
(5); (6); (8); (9); (10); (11); and 31a-1(f), the

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<PAGE>

required books and records are maintained at the offices of Registrant's
Administrator:

SEI Investments Mutual Funds Services
One Freedom Valley Road
Oaks, Pennsylvania 19456

(c) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f), the
required books and records are maintained at the principal offices of the
Registrant's Advisors:

STI Capital Management, N.A.
P.O. Box 3808
Orlando, Florida 32802

Trusco Capital Management
50 Hurt Plaza, Suite 1400
Atlanta, Georgia 30303

SunTrust Bank, Atlanta
25 Park Place
Atlanta, Georgia 30303

Item 29. Management Services: None.

Item 30. Undertakings: None.

NOTICE

A copy of the Agreement and Declaration of Trust for STI Classic Funds is on
file with the Secretary of State of The Commonwealth of Massachusetts and notice
is hereby given that this Registration Statement has been executed on behalf of
the Trust by an officer of the Trust as an officer and by its Trustees as
trustees and not individually and the obligations of or arising out of this
Registration Statement are not binding upon any of the Trustees, officers, or
Shareholders individually but are binding only upon the assets and property of
the Trust.

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<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 (the
"Securities Act") and the Investment Company Act of 1940, as amended and has
duly caused this Post-Effective Amendment No. 30 to Registration Statement No.
33-91476 to be signed on its behalf by the undersigned, duly authorized, in the
City of Oaks, Commonwealth of Pennsylvania on the 13th day of July, 1999.

By: /s/ Mark Nagle
----------------------------------
Mark Nagle, President, Chief
Financial Officer, and Chief
Executive Officer

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacity on the
dates indicated.

* Trustee July 13, 1999
- ----------------------------------
F. Wendell Gooch

* Trustee July 13, 1999
- -----------------------------------
Daniel S. Goodrum

* Trustee July 13, 1999
- ----------------------------------
Wilton Looney

* Trustee July 13, 1999
- ----------------------------------
Champney A. McNair

* Trustee July 13, 1999
- ----------------------------------
T. Gordy Germany

* Trustee July 13, 1999
- ----------------------------------
Bernard F. Sliger

* Trustee July 13, 1999
- ----------------------------------
Jonathan T. Walton

* Trustee July 13, 1999
- ----------------------------------
William H. Cammack

/s/ Mark Nagle President, July 13, 1999
- ---------------------------------- Chief Financial Officer
Mark Nagle & Chief Executive Officer

* By: /s/ Kevin Robins
--------------------------------
Kevin P. Robins, With Power of Attorney

<PAGE>

EXHIBIT INDEX

NUMBER EXHIBIT

EX-99.A Declaration of Trust - originally filed with Registrant's
Registration Statement on Form N-1A filed February 12,
1992 and incorporated by reference to Exhibit 1 of
Post-Effective Amendment No. 15 to the Registrant's
Registration Statement filed with the SEC via EDGAR
Accession No. 0000912057-96-015938 on July 31, 1996.
EX-99.B1 By-Laws - originally filed with Registrant's
Pre-Effective Amendment No. 1 filed April 23, 1992 and
incorporated by reference to Exhibit 2 of Post-Effective
Amendment No. 15 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.
EX-99.B2 Amended By-Laws - incorporated by reference to Exhibit
(b)(2) of Post-Effective Amendment No. 23 to the
Registrant's Registration Statement filed with the SEC via
EDGAR Accession No. 0001047469-98-027407 on July 15, 1998.
EX-99.C Not applicable.
EX-99.D1 Revised Investment Advisory Agreement with Trusco Capital
Management, Inc.- as originally filed with Registrant's
Post-Effective Amendment No. 5 filed August 2, 1993 and
incorporated by reference to Exhibit 5(c) of
Post-Effective Amendment No. 15 to the Registrant's
Registration Statement filed with the SEC via EDGAR
Accession No. 0000912057-96-015938 on July 31, 1996.
EX-99.D2 Investment Advisory Agreement with American National Bank
and Trust Company - as originally filed with Registrant's
Post-Effective Amendment No. 6 filed October 22, 1993 and
as Exhibit 5(d) of Post-Effective Amendment No. 15 to the
Registrant's Registration Statement filed with the SEC via
EDGAR Accession No. 0000912057-96-015938 on July 31, 1996.
EX-99.D3 Investment Advisory Agreement with Sun Bank Capital
Management, National Association (now STI Capital
Management, N.A. - as originally filed with Registrant's
Post-Effective Amendment No. 6 filed October 22, 1993 and
incorporated by reference to Exhibit 5(e) of
Post-Effective Amendment No. 15 to the Registrant's
Registration Statement filed with the SEC via EDGAR
Accession No. 0000912057-96-015938 on July 31, 1996.
EX-99.D4 Investment Advisory Agreement with Trust Company Bank (now
SunTrust Bank, Atlanta) - as originally filed with
Registrant's Post-Effective Amendment No. 6 filed
October 22, 1993 and filed herewith.
EX-99.E Distribution Agreement - incorporated by reference to
Exhibit 6 of Post-Effective Amendment No. 16 to the
Registrant's Registration Statement filed with the SEC via
EDGAR Accession No. 0000912057-96-021336 on
September 27, 1996.
EX-99.F Not applicable.
EX-99.G1 Custodian Agreement with Trust Company Bank dated
February 1, 1994 - originally filed with Registrant's
Post-Effective Amendment No. 13 filed September 28, 1995
and incorporated by reference to Exhibit 8(b) of
Post-Effective Amendment No. 15 to the Registrant's
Registration Statement filed with the SEC via EDGAR
Accession No. 0000912057-96-015938 on July 31, 1996.
EX-99.G2 Custodian Agreement with the Bank of California -
incorporated by reference to Exhibit 8(a) of
Post-Effective Amendment No. 15 to the Registrant's
Registration Statement filed with the SEC via EDGAR
Accession No. 0000912057-96-015938 on July 31, 1996.
EX-99.G3 Fourth Amendment to Custodian Agreement by and between STI
Trust & Investment

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<PAGE>

Operations, Inc. and The Bank of New York dated
May 6, 1997 - incorporated by reference to Exhibit 8(d) of
Post-Effective Amendment No. 21 to the Registrant's
Registration Statement filed with the SEC via EDGAR
Accession No. 0000912057-97-032207 on September 30, 1997.
EX-99.H1 Transfer Agent Agreement with Federated Services Company
dated May 14, 1994 - originally filed with Post-Effective
Amendment No. 9 filed September 22, 1994 and incorporated
by reference to Exhibit 8(c) of Post-Effective Amendment
No. 15 to the Registrant's Registration Statement filed
with the SEC via EDGAR Accession No. 0000912057-96-015938
on July 31, 1996.
EX-99.H2 Administration Agreement with SEI Financial Management
Corporation dated May 29, 1995 - originally filed with
Post-Effective Amendment No. 12 filed August 17, 1995 and
incorporated by reference to Exhibit 9(a) of
Post-Effective Amendment No. 15 to the Registrant's
Registration Statement filed with the SEC via EDGAR
Accession No. 0000912057-96-015938 on July 31, 1996.
EX-99.H3 Consent to Assignment and Assumption of the Administration
Agreement between STI Classic Funds and SEI Financial
Management Corporation - incorporated by reference to
Exhibit 9(b) of Post-Effective Amendment No. 21 to the
Registrant's Registration Statement filed with the SEC via
EDGAR Assession No. 0000912057-97-032207 on
September 30, 1997.
EX-99.I Opinion and Consent of Counsel - originally filed with
Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on May 22, 1992 and incorporated by
reference to Exhibit (i) of Post-Effective Amendment No.
23 to the Registrant's Registration Statement filed with
the SEC via EDGAR Accession No. 0001047469-98-027407 on
July 15, 1998.
EX-99.J Not applicable.
EX-99.K Not applicable.
EX-99.L Not applicable.
EX-99.M1 Distribution Plan - Investor Class incorporated by
reference to Exhibit 15 of Post-Effective Amendment No. 16
to the Registrant's Registration Statement filed with the
SEC via EDGAR Accession No. 0000912057-96-021336 on
September 27, 1996.
EX-99.M2 Distribution and Service Agreement relating to Flex Shares
dated May 29, 1995 - originally filed with Post-Effective
Amendment No. 12 filed August 17, 1995 and incorporated by
reference to Exhibit 15(a) of Post-Effective Amendment No.
15 to the Registrant's Registration Statement filed with
the SEC via EDGAR Accession No. 0000912057-96-015938 on
July 31, 1996.
EX-99.N Not applicable.
EX-99.O Rule 18f-3 Plan - incorporated by reference to Exhibit (i)
of Post-Effective Amendment No. 23 to the Registrant's
Registration Statement filed with the SEC via EDGAR
Accession No. 0001047469-98-027407 on July 15, 1998.
EX-99.O1 Certificate of Class Designation - incorporated by
reference to Exhibit (o)(1) of Post-Effective
Amendment No. 27 to the Registrant's Statement filed with
the SEC via EDGAR Accession No. 0001047469-99-009731 on
April 15, 1999.
EX-99.P Powers of Attorney - incorporated by reference to Exhibit
(p) of Post-Effective Amendment No. 24 to the Registrant's
Statement filed with the SEC via EDGAR Accession No.
0001047469-98-028802 on July 30, 1998.