STI CLASSIC FUNDS, 497, 1999-05-11

STI CLASSIC FUNDS
497, 1999-05-11

Previous: HOTCHKISS ASSOCIATES INC, 13F-HR, 1999-05-11

Next: HALLWOOD CONSOLIDATED RESOURCES CORP, 10-Q, 1999-05-11

<PAGE>
PROSPECTUS
HOW TO READ
THIS PROSPECTUS

The STI Classic Funds is a mutual fund family that offers different classes of
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.

We arranged the prospectus into different sections so that you can easily review
this important information. On the next page, we discuss general information you
should know about investing in the Funds.

<TABLE>
<C> <S>
IF YOU WOULD LIKE MORE DETAILED INFORMATION
ABOUT EACH FUND, PLEASE SEE:
2 CAPITAL APPRECIATION FUND
(FORMERLY THE CAPITAL GROWTH FUND)
4 GROWTH AND INCOME FUND
6 INVESTMENT GRADE BOND FUND
8 MARYLAND MUNICIPAL BOND FUND
10 PRIME QUALITY MONEY MARKET FUND
12 SHORT-TERM BOND FUND
14 SMALL CAP GROWTH STOCK FUND
16 TAX-FREE MONEY MARKET FUND
18 U.S. GOVERNMENT SECURITIES FUND
20 U.S. TREASURY MONEY MARKET FUND
22 VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND
24 VIRGINIA MUNICIPAL BOND FUND
28 LIFE VISION BALANCED PORTFOLIO
30 LIFE VISION GROWTH AND INCOME PORTFOLIO
32 LIFE VISION MAXIMUM GROWTH PORTFOLIO

IF YOU WOULD LIKE MORE INFORMATION ABOUT THE
FOLLOWING TOPICS, PLEASE SEE:
34 EACH FUND'S PRINCIPAL INVESTMENTS
35 THE ADVISORS AND THEIR PORTFOLIO MANAGERS
36 PURCHASING, SELLING AND EXCHANGING FUND SHARES
39 HISTORICAL FINANCIAL INFORMATION
ABOUT EACH FUND
40 DIVIDENDS AND DISTRIBUTIONS
40 TAXES
41 HOW TO OBTAIN MORE INFORMATION ABOUT THE STI
CLASSIC FUNDS
</TABLE>

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

[ICON] FUND SUMMARY
INVESTMENT STRATEGY
[ICON]
WHAT ARE THE RISKS OF INVESTING?
[ICON]
PERFORMANCE INFORMATION
[ICON]
WHAT IS AN INDEX?
[ICON]
FUND EXPENSES
[ICON]

FUND INVESTMENTS
[ICON]
INVESTMENT ADVISORS
[ICON]
PURCHASING FUND SHARES
[ICON]

- --------------------------------------------------------------------------------
OCTOBER 1, 1998
AS SUPPLEMENTED APRIL 15, 1999
<PAGE>
PROSPECTUS 1

INTRODUCTION TO THE FUNDS

Each Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities like stocks and
bonds. Before you invest, you should know a few things about investing in mutual
funds.

The value of your investment in a Fund (except the Money Market Funds) is based
on the market prices of the securities the Fund holds. These prices change daily
due to economic and other events that affect securities markets generally, as
well as those that affect particular companies or governments. These price
movements, sometimes called volatility, will vary depending on the types of
securities a Fund owns and the markets where these securities trade. The Equity
Funds invest primarily in common stocks and other equity securities.
Historically, equity securities have outperformed other types of investments on
a long-term basis, but have been subject to more price fluctuation in the short
run.

Like other investments, you could lose money on your investment in a Fund. Your
investment in a Fund is not a bank deposit. It is not insured or guaranteed by
the FDIC or any government agency.

The Money Market Funds try to maintain a constant price per share of $1.00, but
we cannot guarantee this.

Each Fund has its own investment goal and strategies for reaching that goal. But
we cannot guarantee that a Fund will achieve its goal. A Fund's goal may be
changed without shareholder approval. Before investing, make sure that the
Fund's goal matches your own.

The Advisors invest each Fund's assets in a way that the Advisor believes will
help the Fund achieve its goal. An Advisor's judgments about the stock markets,
economy and companies, or selecting investments may not reflect actual market
movements, economic conditions or company performance.

SUNTRUST BANK, ATLANTA SERVES AS CUSTODIAN OF THE ASSETS OF THE FUNDS. SUNTRUST
BANK, ATLANTA AND THE ADVISORS ARE OWNED BY SUNTRUST BANKS, INC. THE FEES PAID
FOR CUSTODIAN SERVICES ARE INCLUDED IN THE "OTHER EXPENSES" FIGURE OF THE "FUND
EXPENSES" TABLE ON THE FOLLOWING PAGES. LAST FISCAL YEAR, THE FUNDS PAID
SUNTRUST BANK, ATLANTA $464,076.48 FOR SERVING AS CUSTODIAN.
<PAGE>
2 PROSPECTUS

CAPITAL APPRECIATION FUND
(PRIOR TO APRIL 15, 1999, THE FUND WAS NAMED THE CAPITAL GROWTH FUND)

[ICON] FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL Capital appreciation
INVESTMENT FOCUS U.S. common stocks
SHARE PRICE VOLATILITY Medium
PRINCIPAL INVESTMENT Attempts to identify companies with above average
STRATEGY growth potential
INVESTOR PROFILE Investors who want the value of their investment to
grow, but do not need to receive income on their
investment
</TABLE>

<TABLE>
<CAPTION>
TOP FIVE HOLDINGS
AS OF 6/30/98*
<S> <C>
General Electric Company...... 2.8%
Bristol Myers Squibb
Company..................... 1.9%
Carnival Corporation, Class
A........................... 1.9%
United Technologies
Corporation................. 1.8%
Microsoft Corporation......... 1.7%
* HOLDINGS MAY VARY
</TABLE>

[ICON] INVESTMENT STRATEGY
The Capital Appreciation Fund invests primarily in U.S. common
stocks and other equity securities that we believe are undervalued by the stock
market. In selecting investments for the Fund, we choose companies that we
believe have above average growth potential. We rotate the Fund's investments
among various market sectors based on our research of business cycles. Our
strategy focuses on large-cap stocks with a strong growth history. Due to its
investment strategy, the Fund may buy and sell securities frequently. This may
result in higher transaction costs and additional capital gains taxes.

[ICON] WHAT ARE THE RISKS OF
INVESTING IN THIS FUND?
The Fund invests primarily in U.S. common stocks. As a result, the Fund is
subject to the risk that stock prices will fall over short or extended periods
of time. Stock markets tend to move in cycles, with periods of rising prices and
periods of falling prices. This price volatility is the principal risk of
investing in the Fund.

[ICON] PERFORMANCE INFORMATION
The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future.
THIS BAR CHART SHOWS CHANGES IN THE PERFORMANCE OF THE FUND'S TRUST SHARES FROM
YEAR TO YEAR.*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
<S> <C>
17.09% -4.09%
(6/30/97) (12/31/94)
</TABLE>

*THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE FUND'S
TOTAL RETURN FROM 1/1/98 TO 6/30/98 WAS 17.25%.
<PAGE>
PROSPECTUS 3

CAPITAL APPRECIATION FUND
(PRIOR TO APRIL 15, 1999, THE FUND WAS NAMED THE CAPITAL GROWTH FUND)

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDING DECEMBER 31, 1997 TO THOSE OF THE S&P 500 INDEX.

<TABLE>
<CAPTION>
SINCE
INCEPTION
1 YEAR 5 YEARS (7/1/92)
<S> <C> <C> <C>
CAPITAL APPRECIATION FUND 31.13% 16.05% 17.02%
S&P 500 INDEX 33.35% 20.25% 20.32%
</TABLE>

SIMPLY SPEAKING . . .
[ICON] WHAT IS AN INDEX?

An index measures the market prices of a specific group of
securities in a particular market or securities in a market sector. You
cannot invest directly in an index. Unlike a mutual fund, an index does not
have an investment advisor and does not pay any commissions or expenses. If
an index had expenses, its performance would be lower. The S&P 500 Index is
a widely recognized index of 500 stocks designed to mimic the overall equity
market's industry weightings.

[ICON] FUND EXPENSES

This table describes the Fund's expenses that you may pay indirectly if
you hold Fund shares.
- --------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
Investment Advisory Fees 1.15%
Other Expenses .13%
---------
Total Annual Fund Operating Expenses 1.28%
</TABLE>

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

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 each 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 may be different, your approximate costs of investing
$10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C>
$130 $406 $702 $1545
</TABLE>

SIMPLY SPEAKING . . .

FUND EXPENSES
Unlike an index, 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 1.04%
AND 1.17%, RESPECTIVELY. The Advisor could discontinue this voluntary waiver
at any time. For more information about these fees, see "Investment Advisors."
<PAGE>
4 PROSPECTUS

GROWTH AND INCOME FUND
(AVAILABLE FOR PURCHASE ON MAY 24, 1999)

[ICON] FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL
PRIMARY Long-term capital appreciation
SECONDARY Current income
INVESTMENT FOCUS Equity securities
SHARE PRICE VOLATILITY Medium
PRINCIPAL INVESTMENT Attempts to identify income producing securities of companies with low price/earnings
STRATEGY ratios and above average earnings momentum
INVESTOR PROFILE Investors who are looking for capital appreciation potential and income with less
volatility than the equity markets as a whole
</TABLE>

[ICON] INVESTMENT STRATEGY
The Growth and Income Fund invests primarily in domestic and foreign
common stock of companies with market capitalizations of at least $1 billion. We
use a qualitative screening to select companies with a favorable price to
earnings ratio and to create a portfolio with low risk characteristics. Strong
financial quality and above average earnings momentum are selected to secure the
best relative values in each economic sector.

[ICON] WHAT ARE THE RISKS OF
INVESTING IN THIS FUND?
The Fund invests primarily in equity securities. As a result, the Fund is
subject to the risk that stock prices will fall over short or extended periods
of time. The equity markets tend to move in cycles, with periods of risking
prices and periods of falling prices. This price volatility is the principal
risk of investing in the Fund.
<PAGE>
PROSPECTUS 5

GROWTH AND INCOME FUND

(AVAILABLE FOR PURCHASE ON MAY 24, 1999)

[ICON] FUND EXPENSES
This table describes the Fund's expenses that you may pay indirectly if
you hold Fund shares.
- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
Investment Advisory Fees .90%
Other Expenses .11%
---------
Total Annual Fund Operating Expenses 1.01%
</TABLE>

- --------------------------------------------------
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 each 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 may be different, your approximate costs of investing
$10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C>
$103 $322
</TABLE>

INVESTMENT GRADE BOND FUND

[ICON] FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL High total return through current income and
capital appreciation, while preserving the
principal amount invested
INVESTMENT FOCUS Investment grade U.S. government and corporate
debt securities
SHARE PRICE VOLATILITY Medium
PRINCIPAL INVESTMENT Attempts to identify relatively inexpensive
STRATEGY securities in a selected market index
INVESTOR PROFILE Investors who want to receive income from their
investment, as well as an increase in the value of
the investment
</TABLE>

<TABLE>
<CAPTION>
TOP FIVE HOLDINGS
AS OF 6/30/98*
<S> <C>
United States Treasury Bond... 11.6%
United States Treasury Bond... 8.6%
United States Treasury Bond... 7.0%
Merrill Lynch................. 4.9%
FNMA.......................... 4.9%
* HOLDINGS MAY VARY
</TABLE>

[ICON] INVESTMENT STRATEGY
The Investment Grade Bond Fund invests primarily in investment
grade corporate debt securities, U.S. Treasury obligations and mortgage-backed
securities. In selecting investments for the Fund, we try to minimize risk while
attempting to outperform selected market indices. Currently, our selected index
is the Lehman Brothers Government/Corporate Bond Index, a widely recognized,
unmanaged index of investment grade government and corporate debt securities. We
seek to invest more in portions of the Index that seem relatively inexpensive,
and less in those that seem expensive. We allocate the Fund's investments among
various market sectors based on our analysis of historical data, yield
information and credit ratings. We anticipate that the Fund's average weighted
maturity will range from 4 to 10 years. Due to the Fund's investment strategy,
the Fund may buy and sell securities frequently. This may result in higher
transaction costs and additional capital gains taxes.

[ICON] WHAT ARE THE RISKS OF
INVESTING IN THIS FUND?
The Fund invests primarily in investment grade debt securities. As a result, the
Fund is subject to the risk that the prices of debt securities will decline due
to rising interest rates. This risk is greater for long-term debt securities
than for short-term debt securities. In addition, an issuer may be unable to
make timely payments of principal or interest to the Fund. Some investment grade
debt securities have speculative characteristics. In addition, the Fund is
subject to the risk of investing in mortgage-backed securities. See "Mortgage-
Backed Securities" to the right.
SIMPLY SPEAKING . . .
MORTGAGE-BACKED SECURITIES
A mortgage-backed security pools all interest and principal payments from the
underlying mortgages and pays it to the security's owner. The mortgages
underlying mortgage-backed securities may mature or be paid off before the
stated maturity date. This has four drawbacks. First, the Fund may lose money
on its investment. Second, the monthly income payments to the Fund may
fluctuate. Third, we cannot predict the maturity of the Fund's investment with
certainty. Fourth, we would invest any resulting proceeds elsewhere, generally
at lower interest rates.

[ICON] PERFORMANCE INFORMATION
The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future.
THIS BAR CHART SHOWS CHANGES IN THE PERFORMANCE OF THE FUND'S TRUST SHARES FROM
YEAR TO YEAR.*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
<S> <C>
6.11% -2.67%
(6/30/95) (3/31/94)
</TABLE>

*THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE FUND'S
TOTAL RETURN FROM 1/1/98 TO 6/30/98 WAS 4.31%.
<PAGE>
PROSPECTUS 7

INVESTMENT GRADE BOND FUND

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDING DECEMBER 31, 1997 TO THOSE OF THE LEHMAN BROTHERS GOVERNMENT/CORPORATE
BOND INDEX.

<TABLE>
<CAPTION>
SINCE
INCEPTION
1 YEAR 5 YEARS (7/16/92)
<S> <C> <C> <C>
INVESTMENT GRADE
BOND FUND 9.08% 7.10% 6.96%
LEHMAN BROTHERS GOVERNMENT/CORPORATE
BOND INDEX 9.75% 7.61% 7.97%
</TABLE>

SIMPLY SPEAKING . . .
[ICON] WHAT IS AN INDEX?
An index measures the market prices of a specific group of
securities in a particular market or securities in a market sector. You
cannot invest directly in an index. An index does not have an investment
advisor and does not pay any commissions or expenses. If an index had
expenses, its performance would be lower. The Lehman Brothers
Government/Corporate Bond Index is a widely recognized index of government
and corporate debt securities rated investment grade or better, with
maturities of at least 1 year.

<TABLE>
<S> <C>
Investment Advisory Fees .74%
Other Expenses .13%
---------
Total Annual Fund Operating Expenses .87%
</TABLE>

- --------------------------------------------------------
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 each 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:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C>
$89 $278 $482 $1073
</TABLE>

SIMPLY SPEAKING . . .
FUND EXPENSES
Unlike an index, 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 .64%
AND .77%, RESPECTIVELY. The Advisor could discontinue this voluntary waiver at
any time. For more information about these fees, see "Investment Advisors."
<PAGE>
8 PROSPECTUS

MARYLAND MUNICIPAL BOND FUND
(AVAILABLE FOR PURCHASE ON MAY 24, 1999)

[ICON] FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL High current income exempt from federal and Maryland income tax, consistent with
preservation of capital
INVESTMENT FOCUS Maryland municipal securities
SHARE PRICE VOLATILITY Medium
PRINCIPAL INVESTMENT Attempts to invest in investment grade municipal securities
STRATEGY
INVESTOR PROFILE Maryland residents who want income exempt from federal and state income taxes
</TABLE>

[ICON] INVESTMENT STRATEGY
The Maryland Municipal Bond Fund invests substantially all of its
assets in municipal securities with income exempt from federal and Maryland
income taxes. Issuers of these securities can be located in Maryland, the
District of Columbia, Puerto Rico and other U.S. territories and possessions. In
selecting investments for the Fund, we try to limit risk by buying investment
grade securities. There are no limits on the Fund's average weighted maturity or
on the remaining maturities of individual securities.

[ICON] WHAT ARE THE RISKS OF
INVESTING IN THIS FUND?
The Fund invests primarily in Maryland debt securities. As a result, the Fund is
subject to the risk that the prices of debt securities will decline due to
rising interest rates. This risk is greater for long-term debt securities than
for short-term debt securities. The Fund's concentration of investments in
securities of issuers located in Maryland subjects the Fund to economic
conditions and government policies of Maryland. Because the Fund is
non-diversified the performance of any one holding may have a significant effect
on the whole Fund. Debt securities may decline in credit quality due to economic
or governmental events. In addition, an issuer may be unable to make timely
payments of principal or interest to the Fund.
<PAGE>
PROSPECTUS 9

MARYLAND MUNICIPAL BOND FUND

(AVAILABLE FOR PURCHASE ON MAY 24, 1999)

<TABLE>
<S> <C>
Investment Advisory Fees .65%
Other Expenses .19%
---------
Total Annual Fund Operating Expenses .84%
</TABLE>

- --------------------------------------------------
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 each 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:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C>
$86 $268
</TABLE>

SIMPLY SPEAKING . . .
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 .49% AND
.68%, RESPECTIVELY. The Advisor could discontinue this voluntary waiver at any
time. For more information about these fees, see "Investment Advisors."
<PAGE>
10 PROSPECTUS

PRIME QUALITY MONEY MARKET FUND

[ICON] FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL High current income, while preserving capital and liquidity
INVESTMENT FOCUS Money market instruments
PRINCIPAL INVESTMENT Attempts to identify money market instruments with the most attractive risk/return
STRATEGY trade-off
INVESTOR PROFILE Conservative investors who want to receive current income from their investment
</TABLE>

[ICON] INVESTMENT STRATEGY
The Prime Quality Money Market Fund invests exclusively in high
quality U.S. money market instruments and foreign money market instruments
denominated in U.S. dollars. In selecting investments for the Fund, we try to
increase income without adding undue risk. We analyze maturity, yields, market
sectors and credit risk. Investments are made in money market instruments with
the most attractive risk/return trade-off.

[ICON] MONEY MARKET FUNDS
Money market funds invest in high quality, short-term debt securities,
commonly known as money market instruments. These include CDs, bankers'
acceptances, commercial paper, U.S. Treasury securities, some municipal
securities, and repurchase agreements. A money market fund follows strict rules
about credit risk, maturity and diversification of its investments. An
investment in a money market fund is not a bank deposit. Although a money market
fund seeks to keep a constant price per share of $1.00, you may lose money by
investing in a money market fund.

[ICON] PERFORMANCE INFORMATION
The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future.
THIS BAR CHART SHOWS CHANGES IN THE PERFORMANCE OF THE FUND'S TRUST SHARES FROM
YEAR TO YEAR.*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
<S> <C>
1.37% .68%
(6/30/95) (6/30/93)
</TABLE>

*THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE FUND'S
TOTAL RETURN FROM 1/1/98 TO 6/30/98 WAS 2.56%.
<PAGE>
PROSPECTUS 11

PRIME QUALITY MONEY MARKET FUND

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDING DECEMBER 31, 1997 TO THOSE OF THE IBC/ DONOGHUE FIRST TIER AVERAGE.

<TABLE>
<CAPTION>
SINCE
INCEPTION
1 YEAR 5 YEARS (6/8/92)
<S> <C> <C> <C>
PRIME QUALITY
MONEY MARKET FUND 5.15% 4.43% 4.28%
IBC/DONOGHUE FIRST
TIER AVERAGE 5.01% 4.32% 4.25%
</TABLE>

TO OBTAIN INFORMATION ABOUT THE FUND'S YIELD, CALL 1-800-814-3397.
SIMPLY SPEAKING . . .
[ICON] WHAT IS AN INDEX?
An index measures the market prices of a specific group of
securities in a particular market or securities in a market sector. You
cannot invest directly in an index. An index does not have an investment
advisor and does not pay any commissions or expenses. If an index had
expenses, its performance would be lower. The IBC/Donoghue First Tier
Average is a widely recognized composite of money market funds that invest
in the highest credit quality short-term money market instruments.

<TABLE>
<S> <C>
Investment Advisory Fees .65%
Other Expenses .13%
---------
Total Annual Fund Operating Expenses .78%
</TABLE>

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C>
$80 $249 $433 $966
</TABLE>

SIMPLY SPEAKING . . .

FUND EXPENSES
Unlike an index, 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 and Administrator are voluntarily
waiving a portion of their fees. ACTUAL INVESTMENT ADVISORY FEES, OTHER
EXPENSES AND TOTAL OPERATING EXPENSES ARE .51%, .09% AND .60%, RESPECTIVELY.
The Advisor and Administrator could discontinue these voluntary waivers at any
time. For more information about these fees, see "Investment Advisors."
<PAGE>
12 PROSPECTUS

SHORT-TERM BOND FUND

[ICON] FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL High current income, while preserving capital
INVESTMENT FOCUS Investment grade U.S. government and corporate debt
securities
SHARE PRICE VOLATILITY Low
PRINCIPAL INVESTMENT Attempts to identify securities that offer a
STRATEGY comparably better return than similar securities
for a given level of credit risk
INVESTOR PROFILE Income oriented investors who are willing to accept
increased risk for the possibility of returns
greater than money market investing
</TABLE>

<TABLE>
<CAPTION>
TOP FIVE HOLDINGS
AS OF 6/30/98*
<S> <C>
United States Treasury Note... 7.1%
United States Treasury Note... 5.4%
U.S. Treasury Stripped........ 4.5%
United States Treasury Note... 4.0%
United States Treasury Note... 3.8%
* HOLDINGS MAY VARY
</TABLE>

[ICON] INVESTMENT STRATEGY
The Short-Term Bond Fund invests primarily in a diversified
portfolio of short- to medium-term investment grade U.S. Treasury, corporate
debt, mortgage-backed and asset-backed securities. The Fund intends to maintain
an average weighted maturity of 3 years or less. In selecting investments for
the Fund, we attempt to identify securities that offer a comparably better
investment return for a given level of credit risk. For example, short-term
bonds generally have better returns than money market instruments, with a fairly
modest increase in credit risk. We manage the Fund from a total return
perspective. That is, we make day to day investment decisions for the Fund with
a view towards maximizing returns. We analyze yields, market sectors and credit
risk in an effort to identify attractive investments with the best risk/reward
trade-off.

[ICON] WHAT ARE THE RISKS OF
INVESTING IN THIS FUND?
The Fund invests primarily in debt securities. As a result, the Fund is subject
to the risk that the prices of debt securities will decline due to rising
interest rates. In addition, an issuer may be unable to make timely payments of
principal or interest to the Fund. Also, the Fund may invest in bonds rated
"investment grade." Some investment grade bonds may have speculative
characteristics. In addition, the Fund is subject to the risk of investing in
mortgage-backed and asset-backed securities. See "Mortgage-Backed and
Asset-Backed Securities" to the right.
SIMPLY SPEAKING . . .
MORTGAGE-BACKED AND
ASSET-BACKED SECURITIES
A mortgage-backed security pools all interest and principal payments from the
underlying mortgages and pays it to the security's owner. The owner of an
asset-backed security owns a share of the underlying pool of assets, such as
truck and auto loans, leases and credit card receivables. The mortgages,
receivables or other assets underlying these securities may mature or be paid
off before the stated maturity date. This has four drawbacks. First, the Fund
may lose money on its investment. Second, the monthly income payments to the
Fund may fluctuate. Third, we cannot predict the maturing of the Fund's
investment with certainty. Fourth, we would invest any resulting proceeds
elsewhere, generally at lower interest rates.

[ICON] PERFORMANCE INFORMATION
The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future.
THIS BAR CHART SHOWS CHANGES IN THE PERFORMANCE OF THE FUND'S TRUST SHARES FROM
YEAR TO YEAR.*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
<S> <C>
3.76% -.58%
(6/30/95) (3/31/94)
</TABLE>

*THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE FUND'S
TOTAL RETURN FROM 1/1/98 TO 6/30/98 WAS 3.00%.
<PAGE>
PROSPECTUS 13

SHORT-TERM BOND FUND

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDING DECEMBER 31, 1997 TO THOSE OF THE SALOMON 1-3 YEAR TREASURY/GOVERNMENT
SPONSORED/CORPORATE INDEX AND THE SALOMON ONE YEAR TREASURY BENCHMARK ON-THE-RUN
INDEX.

<TABLE>
<CAPTION>
SINCE INCEPTION
1 YEAR 3 YEARS (3/15/93)
<S> <C> <C> <C>
SHORT-TERM BOND FUND 6.78% 7.44% 5.45%
SALOMON 1-3 YEAR TREASURY/ GOVERNMENT
SPONSORED/ CORPORATE INDEX 6.67% 7.54% 5.63%
SALOMON ONE YEAR TREASURY BENCHMARK
ON-THE-RUN INDEX 6.10% 6.61% 5.34%
</TABLE>

SIMPLY SPEAKING . . .
[ICON] WHAT IS AN INDEX?
An index measures the market prices of a specific group of
securities in a particular market or securities in a market sector. You
cannot invest directly in an index. An index does not have an investment
advisor and does not pay any commissions or expenses. If an index had
expenses, its performance would be lower. The Salomon 1-3 Year
Treasury/Government Sponsored/ Corporate Index is a widely recognized index
of U.S. Treasury, government agency and investment grade corporate
securities with maturities greater than 1 year and less than 3 years. The
Salomon One Year Treasury Benchmark On-the-Run Index is a widely recognized
index of U.S. Treasury securities.

<TABLE>
<S> <C>
Investment Advisory Fees .65%
Other Expenses .15%
---------
Total Annual Fund Operating Expenses .80%
</TABLE>

- --------------------------------------------------------
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 each 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 may be different, your approximate costs of investing
$10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C>
$82 $255 $444 $990
</TABLE>

SIMPLY SPEAKING . . .
FUND EXPENSES
Unlike an index, 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 .52%
AND .67%, RESPECTIVELY. The Advisor could discontinue this voluntary waiver at
any time. For more information about these fees, see "Investment Advisors."
<PAGE>
14 PROSPECTUS

SMALL CAP GROWTH STOCK FUND

[ICON] FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL Long-term capital appreciation
INVESTMENT FOCUS U.S. small-cap common stocks of growth companies
SHARE PRICE VOLATILITY High
PRINCIPAL INVESTMENT Identifies small-cap companies with above-average growth potential
STRATEGY
INVESTOR PROFILE Investors who want the value of their investment to grow, but do not need current income
</TABLE>

[ICON] INVESTMENT STRATEGY
The Small Cap Growth Fund invests primarily in U.S. companies that
demonstrate above-average growth potential. We invest in companies with an
established operating history and a solid balance sheet. In selecting
investments for the Fund, we choose companies with market capitalizations of up
to about $3 billion. Due to its investment strategy, the Fund may buy and sell
securities frequently. This may result in higher transactions costs and
additional capital gains taxes.

[ICON] WHAT ARE THE RISKS OF
INVESTING IN THIS FUND?
The Fund invests primarily in common stocks of smaller U.S. companies. As a
result, the Fund is subject to the risk that stock prices will fall over short
or extended periods of time. Stock markets tend to move in cycles, with periods
of rising prices and periods of falling prices. This price volatility is the
principal risk of investing in the Fund. In addition, investments in small-or
mid-cap companies involve greater risk than investments in larger, more
established companies because of the greater business risks of small size,
limited markets and financial resources, smaller product lines and lack of depth
of management. These securities are often traded over-the-counter and may not be
traded in high volumes. Consequently, securities prices could be less stable
than those of larger, more established companies.
<PAGE>
PROSPECTUS 15

SMALL CAP GROWTH STOCK FUND

[ICON] FUND EXPENSES
This table describes the Fund's expenses that you may pay indirectly if
you hold Fund shares.
- --------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
Investment Advisory Fees 1.15%
Other Expenses* .20%
---------
Total Annual Fund Operating Expenses 1.35%
</TABLE>

* 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 each 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 may be different, your approximate costs of investing
$10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C>
$137 $428
</TABLE>

SIMPLY SPEAKING . . .

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 1.00% AND
1.20%, RESPECTIVELY. The Advisor could discontinue this voluntary waiver at
any time. For more information about these fees, see "Investment Advisors."
<PAGE>
16 PROSPECTUS

TAX-FREE MONEY MARKET FUND
(AVAILABLE FOR PURCHASE ON MAY 24, 1999)

[ICON] FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL High current income exempt from federal income tax, while preserving liquidity
INVESTMENT FOCUS Municipal money market instruments
PRINCIPAL INVESTMENT Attempts to increase income without added risk by analyzing credit quality
STRATEGY
INVESTOR PROFILE Conservative investors who want to receive tax-exempt current income from their
investment
</TABLE>

[ICON] INVESTMENT STRATEGY
The Tax-Free Money Market Fund invests substantially all of its
assets in money market instruments issued by municipalities and issuers that pay
income exempt from federal income taxes. In selecting investments for the Fund,
we analyze the credit quality and structure of each security to minimize risk.
We actively manage the Fund's average maturity based on current interest rates
and our outlook of the market.

[ICON] WHAT ARE THE RISKS OF
INVESTING IN THIS FUND?
Money market funds invest in high quality, short-term debt securities, commonly
known as money market instruments. These include CDs, bankers' acceptances,
commercial paper, U.S. Treasury securities, some municipal securities, and
repurchase agreements. A money market fund follows strict rules about credit
risk, maturity and diversification of its investments. An investment in a money
market fund is not a bank deposit. Although a money market fund seeks to keep a
constant price per share of $1.00, you may lose money by investing in a money
market fund.
<PAGE>
PROSPECTUS 17

TAX-FREE MONEY MARKET FUND

(AVAILABLE FOR PURCHASE ON MAY 24, 1999)

<TABLE>
<S> <C>
Investment Advisory Fees .40%
Other Expenses .11%
----
Total Annual Fund Operating Expenses .51%
</TABLE>

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C>
$52 $164
</TABLE>

SIMPLY SPEAKING . . .

U.S. GOVERNMENT SECURITIES FUND

[ICON] FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOALS High current income, while preserving capital
INVESTMENT FOCUS Mortgage-backed securities and U.S. Treasury
obligations
SHARE PRICE VOLATILITY Low to medium
PRINCIPAL INVESTMENT Attempts to increase income without adding undue
STRATEGY risk
INVESTOR PROFILE Conservative investors who want to receive income
from their investment
</TABLE>

<TABLE>
<CAPTION>
TOP FIVE HOLDINGS
AS OF 6/30/98*
<S> <C>
United States Treasury Note... 5.1%
United States Treasury Bond... 5.0%
GNMA.......................... 4.7%
FHLMC......................... 3.8%
FNMA Remic.................... 3.2%
* HOLDINGS MAY VARY
</TABLE>

[ICON] INVESTMENT STRATEGY
The U.S. Government Securities Fund invests primarily in U.S.
government debt securities, such as mortgage-backed securities and U.S. Treasury
obligations. In an attempt to provide a consistently high dividend without
adding undue risk, the Fund focuses its investments in mortgage-backed
securities. The average maturity of the Fund's portfolio will typically range
from 7 to 14 years.

[ICON] WHAT ARE THE RISKS OF
INVESTING IN THIS FUND?
The Fund invests primarily in U.S. government debt securities. As a result, the
Fund is subject to the risk that the prices of debt securities will decline due
to rising interest rates. This risk is greater for long-term debt securities
than for short-term debt securities. In addition, the Fund is subject to the
risk of investing in mortgage-backed securities. See "Mortgage-Backed
Securities" to the right.

SIMPLY SPEAKING . . .
MORTGAGE-BACKED SECURITIES
A mortgage-backed security pools all interest and principal payments from the
underlying mortgages and pays it to the security's owner. The mortgages
underlying mortgage-backed securities may mature or be paid off before the
stated maturity date. This has four drawbacks. First, the Fund may lose money
on its investment. Second, the monthly income payments to the Fund may
fluctuate. Third, we cannot predict the maturity of the Fund's investment with
certainty. Fourth, we would invest any resulting proceeds elsewhere, generally
at lower interest rate.

[ICON] PERFORMANCE INFORMATION
The bar chart and the performance table below illustrate the volatility
of an investment in the Fund. Of course, the Fund's past performance does not
necessarily indicate how the Fund will perform in the future.
THIS BAR CHART SHOWS CHANGES IN THE PERFORMANCE OF THE FUND'S TRUST SHARES FROM
YEAR TO YEAR.*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
<S> <C>
5.89% -2.24%
(6/30/95) (3/31/96)
</TABLE>

*THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE FUND'S
TOTAL RETURN FROM 1/1/98 TO 6/30/98 WAS 3.90%.
<PAGE>
PROSPECTUS 19

U.S. GOVERNMENT SECURITIES FUND

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDING DECEMBER 31, 1997 TO THOSE OF THE LEHMAN BROTHERS INTERMEDIATE GOVERNMENT
BOND INDEX.

<TABLE>
<CAPTION>
SINCE INCEPTION
1 YEAR 3 YEARS (7/31/94)
<S> <C> <C> <C>
U.S. GOVERNMENT SECURITIES FUND 8.94% 9.44% 7.73%
LEHMAN BROTHERS INTERMEDIATE
GOVERNMENT BOND INDEX 7.72% 8.65% 7.55%
</TABLE>

SIMPLY SPEAKING . . .
[ICON] WHAT IS AN INDEX?
An index measures the market prices of a specific group of
securities in a particular market or securities in a market sector. You
cannot invest directly in an index. An index does not have an investment
advisor and does not pay any commissions or expenses. If an index had
expenses, its performance would be lower. The Lehman Brothers Intermediate
Government Bond Index is a widely recognized index of U.S. Treasury
securities and government agency securities with maturities ranging from 1
to 10 years.

<TABLE>
<S> <C>
Investment Advisory Fees .74%
Other Expenses .19%
---------
Total Annual Fund Operating Expenses .93%
</TABLE>

- --------------------------------------------------------
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 each 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 may be different, your approximate costs of investing
$10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C>
$95 $296 $515 $1143
</TABLE>

SIMPLY SPEAKING . . .
FUND EXPENSES
Unlike an index, 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 .58%
AND .77%, RESPECTIVELY. The Advisor could discontinue this voluntary waiver at
any time. For more information about these fees, see "Investment Advisors."
<PAGE>
20 PROSPECTUS

U.S. TREASURY MONEY MARKET FUND
(AVAILABLE FOR PURCHASE ON MAY 24, 1999)

[ICON] FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL High current income while maintaining liquidity
INVESTMENT FOCUS Money market instruments issued and guaranteed by the U.S. Treasury
PRINCIPAL INVESTMENT Investing in U.S. Treasury obligations and repurchase agreements
STRATEGY
INVESTOR PROFILE Conservative investors who want to receive current income from their investment
</TABLE>

[ICON] INVESTMENT STRATEGY
The U.S. Treasury Money Fund invests solely in U.S. Treasury
obligations and repurchase agreements that are collateralized by obligations
issued or guaranteed by the U.S. Treasury. The Fund limits its investments so as
to obtain the highest investment quality rating by a nationally recognized
statistical rating organization. The Fund will maintain an average maturity of
90 days or less, and will only acquire securities that have a remaining maturity
of 397 days or less.

U.S. TREASURY MONEY MARKET FUND

(AVAILABLE FOR PURCHASE ON MAY 24, 1999)

[ICON] FUND EXPENSES

This table describes the Fund's expenses that you may pay indirectly if
you hold Fund shares.
- --------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
Investment Advisory Fees .65%
Other Expenses .10%
---------
Total Annual Fund Operating Expenses .75%
</TABLE>

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

EXAMPLE
- --------------------------------------------------

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C>
$83 $259
</TABLE>

SIMPLY SPEAKING . . .

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 .53% AND
.63%, RESPECTIVELY. The Advisor could discontinue this voluntary waiver at any
time. For more information about these fees, see "Investment Advisors."
<PAGE>
22 PROSPECTUS

VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND
(AVAILABLE FOR PURCHASE ON MAY 24, 1999)

[ICON] FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL High current income exempt from federal and Virginia income tax, consistent with
preservation of capital
INVESTMENT FOCUS Virginia municipal securities
SHARE PRICE VOLATILITY Low
PRINCIPAL INVESTMENT Attempts to limit risk by investing in investment grade municipal securities with an
STRATEGY intermediate average maturity
INVESTOR PROFILE Virginia residents who want income exempt from federal and state income taxes
</TABLE>

[ICON] INVESTMENT STRATEGY

The Virginia Intermediate Municipal Bond Fund invests substantially
all of its assets in municipal securities with income exempt from federal and
Maryland income taxes. Issuers of these securities can be located in Virginia,
the District of Columbia, Puerto Rico and other U.S. territories and
possessions. In selecting investments for the Fund, we try to limit risk by
buying investment grade securities. We also consider stability and growth of
principal. We expect that the Fund's average weighted maturity will range from 5
to 10 years but there is no limit on the maturities of individual securities.

[ICON] WHAT ARE THE RISKS OF
INVESTING IN THIS FUND?

The Fund invests primarily in Virginia debt securities. As a result, the Fund is
subject to the risk that the prices of debt securities will decline due to
rising interest rates. This risk is greater for long-term debt securities than
for short-term debt securities. The Fund's concentration of investments in
securities of issuers located in Virginia subjects the Fund to economic
conditions and government policies of Virginia. Because the Fund is
non-diversified the performance of any one holding may have a significant effect
on the whole Fund. Debt securities may decline in credit quality due to economic
or governmental events. In addition, an issuer may be unable to make timely
payments of principal or interest to the Fund.
<PAGE>
PROSPECTUS 23

VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND

(AVAILABLE FOR PURCHASE ON MAY 24, 1999)

[ICON] FUND EXPENSES

This table describes the Fund's expenses that you may pay indirectly if
you hold Fund shares.
- --------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
Investment Advisory Fees .65%
Other Expenses .11%
---------
Total Annual Fund Operating Expenses .76%
</TABLE>

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

EXAMPLE
- --------------------------------------------------

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C>
$120 $375
</TABLE>

SIMPLY SPEAKING . . .

VIRGINIA MUNICIPAL BOND FUND
(AVAILABLE FOR PURCHASE ON MAY 24, 1999)

[ICON] FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL High current income exempt from federal and Virginia income taxes, consistent with
preservation of capital
INVESTMENT FOCUS Virginia municipal securities
SHARE PRICE VOLATILITY Medium
PRINCIPAL INVESTMENT Attempts to invest in investment grade municipal securities
STRATEGY
INVESTOR PROFILE Virginia residents who want income exempt from federal and state income taxes
</TABLE>

[ICON] INVESTMENT STRATEGY
The Virginia Municipal Bond Fund invests substantially all of its
assets in municipal securities with income exempt from federal and Virginia
income taxes. Issuers of these securities can be located in Virginia, the
District of Columbia, Puerto Rico and other U.S. territories and possessions. In
selecting investments for the Fund, we try to limit risk by buying investment
grade securities. There are no limits on the Fund's average weighted maturity or
on the remaining maturities of individual securities.

[ICON] WHAT ARE THE RISKS OF
INVESTING IN THIS FUND?
The Fund invests primarily in Virginia debt securities. As a result, the Fund is
subject to the risk that the prices of debt securities will decline due to
rising interest rates. This risk is greater for long-term debt securities than
for short-term debt securities. The Fund's concentration of investments in
securities of issuers located in Virginia subjects the Fund to economic
conditions and government policies of Virginia. Because the Fund is
non-diversified the performance of any one holding may have a significant effect
on the whole Fund. Debt securities may decline in credit quality due to economic
or governmental events. In addition, an issuer may be unable to make timely
payments of principal or interest to the Fund.
<PAGE>
PROSPECTUS 25

VIRGINIA MUNICIPAL BOND FUND

(AVAILABLE FOR PURCHASE ON MAY 24, 1999)

<TABLE>
<S> <C>
Investment Advisory Fees .65%
Other Expenses .16%
---------
Total Annual Fund Operating Expenses .81%
</TABLE>

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C>
$83 $259
</TABLE>

SIMPLY SPEAKING . . .
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 .58% AND
.74%, RESPECTIVELY. The Advisor could discontinue this voluntary waiver at any
time. For more information about these fees, see "Investment Advisors."
<PAGE>
(THIS PAGE INTENTIONALLY LEFT BLANK)
<PAGE>
PROSPECTUS 27

INTRODUCTION TO THE PORTFOLIOS

Each Portfolio, and each underlying Fund in which it invests is a mutual fund. A
mutual fund pools shareholders' money and, using professional investment
managers, invests it in securities like stocks and bonds. Before you invest, you
should know a few things about investing in mutual funds.

The value of your investment in a Portfolio is based on the market prices of the
securities the underlying 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, will vary depending on the types of
securities the underlying Fund owns and the markets where these securities
trade. The effect on a Portfolio of a change in the value of a single security
will depend on how widely the Portfolio and the underlying Funds diversify their
holdings.

Like other investments, you could lose money on your investment in a Fund. Your
investment in a Fund is not a bank deposit. It is not insured or guaranteed by
the FDIC or any government agency.

The Portfolios provide investors with the opportunity to purchase three distinct
asset allocations strategies implemented through investments in Trust Class
Shares of selected Funds. By investing in the Portfolios, investors have the
opportunity to diversify and allocate their assets among the broad range of
Funds in STI Classic Funds.

The assets of each Portfolio will be allocated among underlying Funds in
accordance with its investment objective, the Advisor's outlook for the economy,
the financial markets and the relative market valuations of the underlying
Funds. Each Portfolio has the ability to invest its assets allocated to a
particular asset class in one or more of the underlying Funds, which have
different investment objectives, policies and risk characteristics. Although the
Portfolios currently expect to invest in one or more of the underlying Funds,
the Advisor has the discretion to change the particular Funds used as underlying
investments for the Portfolios. If determined to be in the best interest of the
Portfolios, the Advisor reserves the right to substitute or include other
underlying Funds, including Funds that do not currently exist. A Portfolio's
goal may be changed without shareholder approval. Before investing, make sure
that the Portfolio's goal matches your own.
<PAGE>
28 PROSPECTUS

LIFE VISION BALANCED PORTFOLIO
(AVAILABLE FOR PURCHASE ON MAY 24, 1999)

[ICON] PORTFOLIO SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL Capital appreciation and current income
INVESTMENT FOCUS Equity and bond funds
SHARE PRICE VOLATILITY Low
PRINCIPAL INVESTMENT Investing pursuant to an asset allocation strategy in a combination of STI Classic
STRATEGY Equity and Bond Funds
INVESTOR PROFILE Investors who want income from their investment, as well as an increase in its value,
and are willing to be subject to the risks of equity securities
</TABLE>

[ICON] INVESTMENT STRATEGY
The Life Vision Balanced Portfolio principally invests in STI
Classic Funds that invest primarily in equity securities, but invest at least
25% of the Portfolio's total assets in STI Classic Funds that invest primarily
in fixed income securities. The Portfolio's remaining assets may be invested in
shares of underlying STI Classic Funds that are money market funds, securities
issued by the U.S. Government, its agencies or instrumentalities, repurchase
agreements and short-term paper. In selecting a diversified portfolio of
underlying STI Classic Funds, the Advisor analyzes many factors, including the
underlying STI Classic Funds' investment objectives, total return, volatility
and expenses.
THE PORTFOLIO CURRENTLY PLANS TO INVEST IN SHARES OF THE FOLLOWING UNDERLYING
STI CLASSIC FUNDS WITHIN THE PERCENTAGE RANGES INDICATED:

<TABLE>
<CAPTION>
INVESTMENT RANGE
(PERCENTAGE OF THE LIFE
VISION BALANCED
ASSET CLASS: PORTFOLIO'S ASSETS)
<S> <C>
EQUITY FUNDS 40-70%
GROWTH AND INCOME FUND
CAPITAL APPRECIATION FUND
SMALL CAP GROWTH STOCK FUND
BOND FUNDS 30-60%
SHORT-TERM BOND FUND
INVESTMENT GRADE BOND FUND
U.S. GOVERNMENT SECURITIES FUND
MONEY MARKET FUNDS 0-20%
PRIME QUALITY MONEY MARKET FUND
</TABLE>

Due to its investment strategy, the Portfolio holds STI Classic Funds that buy
and sell securities frequently. This may result in higher transaction costs and
additional capital gains taxes.

[ICON] WHAT ARE THE RISKS OF
INVESTING IN THIS PORTFOLIO?
The Portfolio invests in Funds that invest in common stocks and bonds. As a
result, the Portfolio is subject to the risk that stock prices will fall over
short or extended periods of time. Stock markets tend to move in cycles, with
periods of rising prices and periods of falling prices. This price volatility is
the principal risk of investing in the Portfolio. In addition, the value of
bonds held by the underlying Bond Funds may decline due to rising interest
rates. An issuer may be unable to make timely payments of principal or interest.
The Portfolio may have more assets than usual invested in Bond Funds during
periods of rising interest rates or less assets than usual invested in Bond
Funds during falling interest rates. Some investment grade bonds may have
speculative characteristics. Fixed income securities, regardless of credit
quality, also experience price volatility, especially in response to interest
rate changes. Of course, the risks associated with investing in the Portfolio
will vary depending upon how the assets are allocated among the underlying STI
Classic Funds.
<PAGE>
PROSPECTUS 29

LIFE VISION BALANCED PORTFOLIO

(AVAILABLE FOR PURCHASE ON MAY 24, 1999)

[ICON] PORTFOLIO EXPENSES
This table describes the Portfolio's expenses that you may pay
indirectly if you hold Portfolio shares. The table does not reflect any
of the operating costs and investment advisory fees of the underlying
STI Classic Funds. The Portfolio and its shareholders will indirectly
bear a pro-rata share of the expenses of the underlying STI Classic
Funds.
- --------------------------------------------------------------------------------
ANNUAL PORTFOLIO OPERATING EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
Investment Advisory Fees .25%
Other Expenses .13%
---------
Total Annual Portfolio Operating Expenses .38%
</TABLE>

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

EXAMPLE
- --------------------------------------------------
This Example is intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Example assumes
that you invest $10,000 in the Portfolio for the time periods indicated and that
you sell your shares at the end of each period. The Example also assumes that
each year your investment has a 5% return and Portfolio expenses remain the
same. Although your actual costs and returns may be different, your approximate
costs of investing $10,000 in the Portfolio would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C>
$143 $443
</TABLE>

SIMPLY SPEAKING . . .

PORTFOLIO EXPENSES
Every mutual fund has operating expenses to pay for professional advisory,
shareholder, distribution, administration and custody services. The
Portfolio's expenses in the table above are shown as a percentage of the
Portfolio's net assets. These expenses are deducted from Portfolio assets. The
table shows the highest expenses that could be currently charged to the
Portfolio. Actual expenses are lower because the Advisor is voluntarily
waiving a portion of its fees. ACTUAL INVESTMENT ADVISORY FEES AND TOTAL
OPERATING EXPENSES ARE .12% AND .25%, RESPECTIVELY. The Advisor could
discontinue this voluntary waiver at any time. For more information about
these fees, see "Investment Advisors."
<PAGE>
30 PROSPECTUS

LIFE VISION GROWTH AND INCOME PORTFOLIO

(AVAILABLE FOR PURCHASE ON MAY 24, 1999)

[ICON] PORTFOLIO SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL Long-term capital appreciation
INVESTMENT FOCUS Equity and bond funds
SHARE PRICE VOLATILITY Moderate
PRINCIPAL INVESTMENT Investing pursuant to an asset allocation strategy in a combination of STI Classic
STRATEGY Equity and, to a lesser extent, Bond Funds
INVESTOR PROFILE Investors who want their assets to grow, but want to moderate the risks of equity
securities through investment of a portion of their assets in bonds
</TABLE>

[ICON] INVESTMENT STRATEGY
The Life Vision Growth and Income Portfolio invests at least 80% of
the Portfolio's total assets in STI Classic Funds that invest primarily in
either equity securities or fixed income securities. The Portfolio's remaining
assets may be invested in shares of underlying STI Classic Money Market Funds,
securities issued by the U.S. Government, its agencies or instrumentalities,
repurchase agreements and short-term paper. In selecting a diversified portfolio
of underlying STI Classic Funds, the Advisor analyzes many factors, including
the underlying STI Classic Funds' investment objectives, total return,
volatility and expenses.
THE PORTFOLIO CURRENTLY PLANS TO INVEST IN SHARES OF THE FOLLOWING UNDERLYING
STI CLASSIC FUNDS WITHIN THE PERCENTAGE RANGES INDICATED:

<TABLE>
<CAPTION>
INVESTMENT RANGE
(PERCENTAGE OF THE LIFE
VISION GROWTH AND
INCOME PORTFOLIO'S
ASSET CLASS: ASSETS)
<S> <C>
EQUITY FUNDS 60-80%
GROWTH AND INCOME FUND
CAPITAL APPRECIATION FUND
SMALL CAP GROWTH STOCK FUNDS
BOND FUNDS 20-40%
SHORT-TERM BOND FUND
INVESTMENT GRADE BOND FUND
U.S. GOVERNMENT SECURITIES FUND
MONEY MARKET FUNDS 0-20%
PRIME QUALITY MONEY MARKET FUND
</TABLE>

Due to its investment strategy, the Portfolio holds STI Classic Funds that buy
and sell securities frequently. This may result in higher transaction costs and
additional capital gains taxes.

LIFE VISION GROWTH AND INCOME PORTFOLIO

(AVAILABLE FOR PURCHASE ON MAY 24, 1999)

<TABLE>
<S> <C>
Investment Advisory Fees .25%
Other Expenses .21%
---------
Total Annual Portfolio Operating Expenses .46%
</TABLE>

- --------------------------------------------------
EXAMPLE
- --------------------------------------------------
This Example is intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Example assumes
that you invest $10,000 in the Portfolio for the time periods indicated and that
you sell your shares at the end of each period. The Example also assumes that
each year your investment has a 5% return and Portfolio expenses remain the
same. Although your actual costs and returns may be different, your approximate
costs of investing $10,000 in the Portfolio would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C>
$156 $483
</TABLE>

SIMPLY SPEAKING . . .
PORTFOLIO EXPENSES
Every mutual fund has operating expenses to pay for professional advisory,
shareholder, distribution, administration and custody services. The
Portfolio's expenses in the table above are shown as a percentage of the
Portfolio's net assets. These expenses are deducted from Portfolio assets. The
table shows the highest expenses that could be currently charged to the
Portfolio. Actual expenses are lower because the Advisor is voluntarily
waiving a portion of its fees. ACTUAL INVESTMENT ADVISORY FEES AND TOTAL
OPERATING EXPENSES ARE .04% AND .25%, RESPECTIVELY. The Advisor could
discontinue this voluntary waiver at any time. For more information about
these fees, see "Investment Advisors."
<PAGE>
32 PROSPECTUS

LIFE VISION MAXIMUM GROWTH PORTFOLIO
(AVAILABLE FOR PURCHASE ON MAY 24, 1999)

[ICON] PORTFOLIO SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL High capital appreciation
INVESTMENT FOCUS Equity and money market Funds
SHARE PRICE VOLATILITY High
PRINCIPAL INVESTMENT Investing at least 80% of the Portfolio's total assets in STI Classic Equity Funds
STRATEGY
INVESTOR PROFILE Investors who want the value of their investment to grow, but do not need to receive
income on their investment, and are willing to be subject to the risks of equity
securities
</TABLE>

[ICON] INVESTMENT STRATEGY

The Portfolio invests at least 80% of the Portfolio's total assets
in STI Classic Funds that invest primarily in equity securities. The Portfolio's
remaining assets may be invested in STI Classic Funds that invest primarily in
fixed income securities, STI Classic Money Market Funds, securities issued by
the U.S. Government, its agencies or instrumentalities, repurchase agreements
and short-term paper. In selecting a diversified portfolio of underlying STI
Classic Funds, the Advisor analyzes many factors, including the underlying STI
Classic Funds' investment objectives, total return, volatility and expenses.

The Portfolio currently plans to invest in shares of the following underlying
STI Classic Funds within the percentage ranges indicated:

<TABLE>
<CAPTION>
INVESTMENT RANGE
(PERCENTAGE OF THE LIFE
VISION MAXIMUM GROWTH
ASSET CLASS PORTFOLIO'S ASSETS)
<S> <C>
EQUITY FUNDS 80-100%
GROWTH AND INCOME FUND
CAPITAL APPRECIATION FUND
SMALL CAP GROWTH STOCK FUND
MONEY MARKET FUNDS 0-20%
PRIME QUALITY MONEY MARKET FUND
</TABLE>

Due to its investment strategy, the Portfolio holds STI Classic Funds that buy
and sell securities frequently. This may result in higher transaction costs and
additional capital gains taxes.

[ICON] WHAT ARE THE RISKS OF
INVESTING IN THIS FUND?

The Portfolio invests in Funds that invest in U.S. common stocks. As a result,
the portfolio is subject to the risk that stock prices will fall over short or
extended periods of time. Stock markets tend to move in cycles, with periods of
rising prices and periods of falling prices. This price volatility is the
principal risk of investing in the Portfolio. Of course, the risks associated
with investing in the Portfolio will vary depending upon how the assets are
allocated among the underlying STI Classic Funds.
<PAGE>
PROSPECTUS 33

LIFE VISION MAXIMUM GROWTH PORTFOLIO

(AVAILABLE FOR PURCHASE ON MAY 24, 1999)

[ICON] PORTFOLIO EXPENSES

This table describes the Portfolio's expenses that you may pay
indirectly if you own Portfolio shares. The table does not reflect any
of the operating costs and investment advisory fees of the underlying
STI Classic Funds. The Portfolio and its shareholders will indirectly
bear a pro-rata share of the expenses of the underlying STI Classic
Funds.
- --------------------------------------------------------------------------------

ANNUAL PORTFOLIO OPERATING EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
Investment Advisory Fees .25%
Other Expenses .23%
----
Total Annual Portfolio Operating Expenses .48%
</TABLE>

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

EXAMPLE
- --------------------------------------------------

This Example is intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Example assumes
that you invest $10,000 in the Portfolio for the time periods indicated and that
you sell your shares at the end of each period. The Example also assumes that
each year your investment has a 5% return and Portfolio expenses remain the
same. Although your actual costs and returns may be different, your approximate
costs of investing $10,000 in the Portfolio would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
<S> <C>
$166 $514
</TABLE>

SIMPLY SPEAKING . . .

PORTFOLIO EXPENSES
Every mutual fund has operating expenses to pay for professional advisory,
shareholder, distribution, administration and custody services. The
Portfolio's expenses in the table above are shown as a percentage of the
Portfolio's net assets. These expenses are deducted from Portfolio assets. The
table shows the highest expenses that could be currently charged to the
Portfolio. Actual expenses are lower because the Advisor is voluntarily
waiving a portion of its fees. ACTUAL INVESTMENT ADVISORY FEES AND TOTAL
OPERATING EXPENSES ARE .02% AND .25%, RESPECTIVELY. The Advisor could
discontinue this voluntary waiver at any time. For more information about
these fees, see "Investment Advisors."
<PAGE>
34 PROSPECTUS

EACH FUND'S PRINCIPAL INVESTMENTS

[ICON] FUND INVESTMENTS
The table below shows each Fund's principal investments. In other words,
the table describes the type or types of investments that we believe will
most likely help each Fund achieve its investment goal.
BOND FUNDS

<TABLE>
<CAPTION>
INVESTMENT MARYLAND SHORT-TERM U.S. VIRGINIA VIRGINIA
GRADE BOND MUNICIPAL BOND BOND FUND GOVERNMENT INTERMEDIATE MUNICIPAL
FUND FUND SECURITIES MUNICIPAL BOND FUND
FUND BOND FUND
<S> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------
Asset-Backed Securities X
- -------------------------------------------------------------------------------------------------------------------------
Corporate Debt Securities X X
- -------------------------------------------------------------------------------------------------------------------------
Mortgage-Backed Securities X X X
- -------------------------------------------------------------------------------------------------------------------------
Municipal Securities X X X
- -------------------------------------------------------------------------------------------------------------------------
U.S. Government Securities X X
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

EQUITY FUNDS

<TABLE>
<CAPTION>
CAPITAL APPRECIATION GROWTH AND INCOME SMALL CAP GROWTH
FUND FUND STOCK FUND
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------
Convertible Securities X
- ------------------------------------------------------------------------------------------------
U.S. Stocks X X X
- ------------------------------------------------------------------------------------------------
</TABLE>

MONEY MARKET FUNDS

<TABLE>
<CAPTION>
PRIME QUALITY MONEY TAX-FREE MONEY U.S. TREASURY MONEY
MARKET FUND MARKET FUND MARKET FUND
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------
Bank Obligations X
- --------------------------------------------------------------------------------------------------
Commercial Paper X
- --------------------------------------------------------------------------------------------------
Corporate Obligations X
- --------------------------------------------------------------------------------------------------
Foreign Securities (U.S. Dollar
denominated) X
- --------------------------------------------------------------------------------------------------
Municipal Securities X
- --------------------------------------------------------------------------------------------------
U.S. Government Securities X
- --------------------------------------------------------------------------------------------------
U.S. Treasury Securities X
- --------------------------------------------------------------------------------------------------
</TABLE>

LIFE VISION PORTFOLIOS

<TABLE>
<CAPTION>
LIFE VISION
LIFE VISION LIFE VISION GROWTH MAXIMUM GROWTH
BALANCED PORTFOLIO AND INCOME PORTFOLIO PORTFOLIO
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------
Bond Funds X X
- ----------------------------------------------------------------------------------------------
Equity Funds X X X
- ----------------------------------------------------------------------------------------------
Money Market Funds X X X
- ----------------------------------------------------------------------------------------------
</TABLE>

Each Fund also may invest in other securities, use other strategies and engage
in other investment practices, which are described in detail in our Statement of
Additional Information. Of course, we cannot guarantee that any Fund will
achieve its investment goal.
The investments listed above and the investments and strategies described
throughout this prospectus are those that we use 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. In addition, the
Investment Grade Bond Fund, Short-Term Bond Fund, and the U.S. Government
Securities Fund each may shorten its average weighted maturity to as little as
90 days. When a Fund is investing for temporary defensive purposes, it is not
pursuing its investment goal.
<PAGE>
PROSPECTUS 35

EACH FUND'S PRINCIPAL INVESTMENTS

[ICON] INVESTMENT ADVISORS
The Investment Advisors make investment decisions for the Funds and continuously
review, supervise and administer their Funds' respective investment program. The
Board of Trustees supervises the Advisors and establishes policies that the
Advisors must follow in their management activities.
STI Capital Management, N.A. (STI), P.O. Box 3808, Orlando, Florida 32802,
serves as the Advisor to the Capital Appreciation and Investment Grade Bond
Funds. As of December 31, 1998, STI Capital had approximately 14.7 billion in
assets under management. For the fiscal year ended May 31, 1998, STI Capital
received advisory fees of:

<TABLE>
<S> <C>
CAPITAL APPRECIATION FUND................ 1.04%
INVESTMENT GRADE BOND FUND............... .64%
</TABLE>

Trusco Capital Management, Inc. (Trusco), 50 Hurt Plaza, Suite 1400, Atlanta,
Georgia 30303, serves as the Advisor to the Growth and Income, Maryland
Municipal Bond, Prime Quality Money Market, Tax-Free Money Market, Small Cap
Growth Stock, Short-Term Bond, U.S. Treasury Money Market, U.S. Government
Securities, Virginia Intermediate Municipal, and Virginia Municipal Funds. As of
December 31, 1998, Trusco had approximately 23 billion in assets under
management. For the fiscal year ended May 31, 1998, Trusco received advisory
fees of:

<TABLE>
<S> <C>
SHORT-TERM BOND FUND..................... .52%
PRIME QUALITY MONEY MARKET FUND.......... .51%
U.S. GOVERNMENT SECURITIES FUND.......... .58%
</TABLE>

The Growth and Income, Maryland Municipal Bond, Small Cap Growth Stock, Tax-Free
Money Market, U.S. Treasury Money Market, Virginia Intermediate Municipal Bond
and Virginia Municipal Bond Funds and the Life Vision Balanced, Life Vision
Growth and Income, and Life Vision Maximum Growth Portfolios had not commenced
operations as of May 31, 1998.
The Advisors may use their affiliates as brokers for Fund transactions.
PORTFOLIO MANAGERS
Mr. Anthony Gray has served as Chairman and Chief Investment Officer of STI
since 1979. He has managed the Capital Appreciation Fund since it began
operating in June 1992. He has more than 30 years of investment experience.
<PAGE>
36 PROSPECTUS

PURCHASING, SELLING AND EXCHANGING FUND SHARES

Mr. L. Earl Denney, CFA, has served as Senior Vice President of STI since 1983.
He has managed the Investment Grade Bond Fund since it began operating in June
1992. He has more than 20 years of experience in fixed income investment
management. Prior to joining STI, he was fixed income portfolio manager with
American National Bank.

The U.S. Government Securities Fund has been co-managed by Mr. Charles B.
Leonard and Mr. Michael L. Ford since it began operating in June 1994. Mr.
Leonard, CFA, has served as First Vice President of Trusco since 1988, and has
more than 25 years of investment experience. Mr. Ford has been an Associate of
Trusco since April 1994, and has more than 11 years of investment experience.
Prior to joining Trusco, Mr. Ford served as a senior securities analyst at
Liberty Capital Advisors from 1992 to 1994 and served as a securities analyst at
Southern Farm Bureau Life Insurance Company from 1990 to 1992.

Mr. Mark D. Garfinkel, CFA, has served as a portfolio manager at Trusco since
1994. He has managed the Small Cap Growth Stock Fund since it began operating in
October 1998. He has more than 10 years of investment experience and has been a
portfolio manager with SunTrust Banks or an affiliate since 1990.

Mr. David Yealy has served as a Vice President of Trusco since 1993. He has
managed the Short-Term Bond Fund since July 1996. He has more than 13 years of
investment experience.

The Life Vision Balanced Portfolio, Life Vision Growth and Income Portfolio,
Life Vision Maximum Growth Portfolio, Growth and Income, Maryland Municipal Bond
Fund, Virginia Intermediate Municipal Bond Fund and Virginia Municipal Bond Fund
are managed by teams of investment professionals from Trusco.

[ICON] PURCHASING FUND SHARES

HOW TO PURCHASE FUND SHARES
Generally you may not purchase Trust Shares directly. Rather, Trust Shares are
sold to financial institutions or intermediaries, including subsidiaries of
SunTrust Banks, Inc. (SunTrust) on behalf of accounts for which they act as
fiduciary, agent, investment advisor, or custodian. As a result, you, as a
customer of a financial institution, may purchase Trust Shares through accounts
maintained with financial institutions and potentially through the Preferred
Portfolio Account (an asset allocation account available through SunTrust
Securities, Inc.). Trust Shares will be held of record by (in the name of) your
financial institution. Depending upon the terms of your account, however, you
may have, or be given, the right to vote your Trust Shares. We may reject any
purchase order if we determine that accepting the order would not be in the best
interests of the STI Classic Funds or its shareholders.

SIMPLY SPEAKING . . .

WHEN CAN YOU PURCHASE SHARES?
You may purchase shares on any day that the New York Stock Exchange is open
for business (a Business Day). But you may not purchase shares of a Money
Market Fund on federal holidays.

The price per share (the offering price) will be the net asset value per share
(NAV) next determined after we receive your purchase order. We calculate each
Fund's 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,
to receive the current Business Day's NAV, generally we must receive your
purchase order from your financial institution before 4:00 p.m. Eastern time.
For the Money Market Funds, your purchase
<PAGE>
PROSPECTUS 37

PURCHASING, SELLING AND EXCHANGING FUND SHARES

order will be effective on the Business Day we receive it if:

- - we receive your order before 11:00 a.m. Eastern time for the Tax-Free Money
Market Fund or before 1:00 p.m. Eastern time for the Prime Quality and U.S.
Treasury Money Market Funds; and

- - we receive federal funds (readily available) before we calculate NAV (normally
4:00 p.m. Eastern time).

SIMPLY SPEAKING . . .

FOR CUSTOMERS OF OTHER FINANCIAL INSTITUTIONS
You may have to transmit your purchase and sale requests to your financial
institution 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 us. For more information about how to purchase or sell Fund
shares through your financial institution, you should contact your financial
institution directly.

HOW WE CALCULATE NAV
In calculating NAV, we generally value a Fund's portfolio at market price. If
market prices are unavailable or we think that they are unreliable, fair value
prices may be determined in good faith using methods approved by the Board of
Trustees. Some Funds hold portfolio securities that are listed on foreign
exchanges. These securities may trade on weekends or other days when the Funds
do not calculate NAV. As a result, the NAV of these Funds' shares may change on
days when you cannot purchase or sell Fund shares. In calculating NAV for the
Money Market Funds, we generally value a Fund's portfolio using the amortized
cost valuation method, which is described in detail in our Statement of
Additional Information. If market prices are unavailable, or we think that the
market prices or the amortized cost valuation method are unreliable, fair value
prices may be determined in good faith using methods approved by the Board of
Trustees. We expect the NAV of each Money Market Fund to remain constant at
$1.00 per share, although we cannot guarantee this.

SIMPLY SPEAKING . . .

NET ASSET VALUE
NAV for one Fund share is the value of that share's portion of all of the
assets in the Fund.

SELLING FUND SHARES
HOW TO SELL YOUR FUND SHARES
You may sell (sometimes called "redeem") your shares on any Business Day by
contacting your financial institution. Your financial institution will give you
information about how to sell your shares. The sale price of each share will be
the next NAV determined after we receive your request from your financial
institution. For the Money Market Funds, your sale order will be effective on
that same Business Day if we receive your order before:

- - 11:00 a.m. Eastern time for the Tax-Free Money Market Fund; or

- - 1:00 p.m. Eastern time for the Prime Quality Money Market and U.S. Treasury
Money Market Funds.

SIMPLY SPEAKING . . .

TELEPHONE TRANSACTIONS
Purchasing and selling Fund shares over the telephone is extremely convenient,
but not without risk. Although we have certain safeguards and procedures to
confirm the identity of callers and the authenticity of instructions, we 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 us over the telephone, you will generally bear the
risk of any loss.
<PAGE>
38 PROSPECTUS

PURCHASING, SELLING AND EXCHANGING FUND SHARES

REDEMPTIONS IN KIND
We 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) we might pay all or part of your redemption
proceeds in liquid securities with a market value equal to the redemption price
(redemption in kind). Although it is highly unlikely that your shares would ever
be redeemed in kind, you would probably have to pay brokerage 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
We may suspend your right to sell your shares if the NYSE restricts trading, the
SEC declares an emergency or for other reasons. More information about this is
in our Statement of Additional Information.
<PAGE>
PROSPECTUS 39

HISTORICAL FINANCIAL INFORMATION

FINANCIAL HIGHLIGHTS
The tables that follow present performance information about Trust Shares of
each Fund. This information is intended to help you understand each Fund's
financial performance for the past five years, or, if shorter, the period of the
Fund's operations. Some of this information reflects financial information for a
single Fund share. The total returns in the table represent the rate that you
would have earned (or lost) on an investment in a Fund, assuming you reinvested
all of your dividends and distributions. As of May 31, 1998, the Small Cap
Growth Stock, Growth and Income, Maryland Municipal Bond, Tax-Free Money Market,
U.S. Treasury Money Market, Virginia Intermediate Municipal Bond, Virginia
Municipal Bond Funds and the Life Vision Balanced, Life Vision Growth and
Income, and Life Vision Maximum Growth Portfolios had not commenced operations.
This information has been audited by Arthur Andersen, LLP, independent public
accountants. Their report, along with each Fund's financial statements, appears
in the annual report that accompanies our Statement of Additional Information.
You can obtain our annual report, which contains more performance information,
at no charge by calling 1-800-874-4700.
SIMPLY SPEAKING . . .
FINANCIAL HIGHLIGHTS
Study these tables to see how each Fund performed since it began investment
operations.
<TABLE>
<CAPTION>
NET REALIZED
AND
NET ASSET UNREALIZED DISTRIBUTIONS
VALUE NET GAINS FROM NET DISTRIBUTIONS NET ASSET
BEGINNING OF INVESTMENT (LOSSES) ON INVESTMENT FROM REALIZED VALUE END OF
PERIOD INCOME (LOSS) INVESTMENTS INCOME CAPITAL GAINS PERIOD
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
- -------------------------
CAPITAL APPRECIATION FUND**
- -------------------------
Trust Shares
1998......................... $ 15.09 $ 0.09 $ 3.96 $ (0.09) $ (2.57) $ 16.48
1997......................... 14.90 0.12 3.13 (0.12) (2.94) 15.09
1996......................... 12.18 0.12 3.32 (0.13) (0.59) 14.90
1995......................... 11.99 0.16 0.57 (0.14) (0.40) 12.18
1994......................... 11.95 0.16 0.31 (0.17) (0.26) 11.99
- ----------------------------
INVESTMENT GRADE BOND FUND
- ----------------------------
Trust Shares
1998......................... $ 10.16 $ 0.60 $ 0.49 $ (0.60) $ -- $ 10.65
1997......................... 10.07 0.60 0.09 (0.60) -- 10.16
1996......................... 10.26 0.60 (0.19) (0.60) -- 10.07
1995......................... 9.89 0.61 0.37 (0.61) -- 10.26
1994......................... 10.45 0.50 (0.36) (0.50) (0.20) 9.89
- ----------------------
SHORT-TERM BOND FUND
- ----------------------
Trust Shares
1998......................... $ 9.90 $ 0.55 $ 0.16 $ (0.55) $ (0.01) $ 10.05
1997......................... 9.86 0.53 0.07 (0.53) (0.03) 9.90
1996......................... 9.98 0.54 (0.10) (0.54) (0.02) 9.86
1995......................... 9.79 0.53 0.19 (0.53) -- 9.98
1994......................... 10.01 0.42 (0.21) (0.42) (0.01) 9.79
- -------------------------------
U.S. GOVERNMENT SECURITIES FUND
- -------------------------------
Trust Shares
1998......................... $ 10.02 $ 0.61 $ 0.44 $ (0.61) $ -- $ 10.46
1997......................... 9.91 0.62 0.11 (0.62) -- 10.02
1996......................... 10.27 0.62 (0.33) (0.62) (0.03) 9.91
1995(1)...................... 9.98 0.53 0.29 (0.53) -- 10.27
- ---------------------------------
PRIME QUALITY MONEY MARKET FUND
- ---------------------------------
Trust Shares
1998......................... $ 1.00 $ 0.05 $ -- $ (0.05) $ -- $ 1.00
1997......................... 1.00 0.05 -- (0.05) -- 1.00
1996......................... 1.00 0.05 -- (0.05) -- 1.00
1995......................... 1.00 0.05 -- (0.05) -- 1.00
1994......................... 1.00 0.03 -- (0.03) -- 1.00

<CAPTION>
RATIO OF NET
RATIO OF INVESTMENT
EXPENSES TO INCOME (LOSS)
RATIO OF NET AVERAGE NET TO AVERAGE
RATIO OF INVESTMENT ASSETS NET ASSETS
NET ASSETS EXPENSES TO INCOME (LOSS) (EXCLUDING (EXCLUDING
END OF PERIOD AVERAGE NET TO AVERAGE WAIVERS AND WAIVERS AND
TOTAL RETURN (000) ASSETS NET ASSETS REIMBURSEMENTS) REIMBURSEMENTS)
------------- ------------- ------------- ------------- ------------- -------------
<S> <C>
- -------------------------
CAPITAL APPRECIATION FUND**
- -------------------------
Trust Shares
1998......................... 29.51% $ 1,532,587 1.16% 0.61% 1.27% 0.50%
1997......................... 24.66 1,085,128 1.15 0.83 1.25 0.73
1996......................... 28.97 981,498 1.15 0.90 1.27 0.78
1995......................... 6.63 984,205 1.15 1.38 1.28 1.25
1994......................... 3.87 891,870 1.15 1.25 1.29 1.11
- ----------------------------
INVESTMENT GRADE BOND FUND
- ----------------------------
Trust Shares
1998......................... 10.92% $ 793,488 0.76% 5.67% 0.86% 5.57%
1997......................... 6.99 633,646 0.75 5.89 0.85 5.79
1996......................... 4.02 599,514 0.75 5.81 0.87 5.69
1995......................... 10.39 543,308 0.75 6.22 0.88 6.09
1994......................... 1.17 460,538 0.75 4.77 0.88 4.64
- ----------------------
SHORT-TERM BOND FUND
- ----------------------
Trust Shares
1998......................... 7.31% $ 120,422 0.66% 5.47% 0.79% 5.34%
1997......................... 6.30 89,701 0.65 5.37 0.78 5.24
1996......................... 4.45 91,156 0.65 5.39 0.81 5.23
1995......................... 7.60 60,952 0.65 5.49 0.85 5.29
1994......................... 2.02 34,772 0.65 4.15 0.85 3.95
- -------------------------------
U.S. GOVERNMENT SECURITIES FUND
- -------------------------------
Trust Shares
1998......................... 10.76% $ 34,899 0.76% 5.93% 0.92% 5.77%
1997......................... 7.54 19,471 0.75 6.19 1.02 5.92
1996......................... 2.77 10,277 0.75 6.05 1.25 5.55
1995(1)...................... 8.64* 3,291 0.75* 6.67* 3.33* 4.09*
- ---------------------------------
PRIME QUALITY MONEY MARKET FUND
- ---------------------------------
Trust Shares
1998......................... 5.22% $ 1,880,229 0.59% 5.10% 0.77% 4.92%
1997......................... 5.01 1,086,555 0.58 4.90 0.76 4.72
1996......................... 5.25 1,050,800 0.58 5.11 0.78 4.91
1995......................... 4.79 799,189 0.58 4.77 0.79 4.56
1994......................... 2.88 583,399 0.58 2.86 0.79 2.65

PORTFOLIO
TURNOVER RATE
-------------
- -------------------------
CAPITAL APPRECIATION FUND**
- -------------------------
Trust Shares
1998......................... 194%
1997......................... 141
1996......................... 156
1995......................... 128
1994......................... 124
- ----------------------------
INVESTMENT GRADE BOND FUND
- ----------------------------
Trust Shares
1998......................... 109%
1997......................... 298
1996......................... 184
1995......................... 238
1994......................... 259
- ----------------------
SHORT-TERM BOND FUND
- ----------------------
Trust Shares
1998......................... 87%
1997......................... 118
1996......................... 163
1995......................... 200
1994......................... 75
- -------------------------------
U.S. GOVERNMENT SECURITIES FUND
- -------------------------------
Trust Shares
1998......................... 14%
1997......................... 21
1996......................... 83
1995(1)...................... 30
- ---------------------------------
PRIME QUALITY MONEY MARKET FUND
- ---------------------------------
Trust Shares
1998.........................
1997.........................
1996.........................
1995.........................
1994.........................
</TABLE>

* Return is for period indicated and has not been annualized.
** Formerly the Capital Growth Fund.
(1) Commenced operations on July 31, 1994.
<PAGE>
40 PROSPECTUS

OTHER INFORMATION

DIVIDENDS AND DISTRIBUTIONS

Each Equity Fund distributes its income quarterly, each Bond and Money Market
Fund declares income dividends daily and pays these dividends monthly, and the
Life Vision Portfolios distribute income quarterly. The Funds make distributions
of capital gains, if any, at least annually.

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 us 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 us written notice.

SIMPLY SPEAKING . . .

THE "RECORD DATE"
If you own Fund shares on a Fund's record date, you will be entitled to
receive the distribution.

TAXES

PLEASE CONSULT YOUR TAX ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL,
STATE AND LOCAL INCOME TAXES. Below we 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. Capital gains
distributions may be taxable at different rates depending on the length of time
a Fund holds its portfolio securities. YOU MAY BE TAXED ON EACH SALE OF FUND
SHARES.

The Maryland Municipal Bond, Virginia Intermediate Municipal Bond, Virginia
Municipal Bond, and Free Money Market Funds intend to distribute federally
tax-exempt income. Each Fund may invest a portion of its assets in securities
that generate taxable income for federal or state income taxes. Income exempt
from federal tax may be subject to state and local taxes. Any capital gains
distributed by these Funds may be taxable.

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 OUR STATEMENT OF ADDITIONAL INFORMATION.

SIMPLY SPEAKING . . .

FUND DISTRIBUTIONS
Distributions you receive from a Fund may be taxable whether or not you
reinvest them.
<PAGE>
HOW TO OBTAIN MORE INFORMATION

INVESTMENT ADVISORS

STI Capital Management, N.A.
Trusco Capital Management, Inc.

DISTRIBUTOR

SEI Investments Distribution Co.

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP

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

STATEMENT OF ADDITIONAL INFORMATION (SAI)
More detailed information about the STI Classic Funds is included in our SAI.
The SAI has been filed 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 SEMIANNUAL REPORTS
These reports list the Funds' holdings and contain information from the Funds'
managers about fund strategies, and recent market conditions and trends.

TO OBTAIN MORE INFORMATION:

BY TELEPHONE:
Call 1-800-874-4770

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

FROM THE SEC: You can also obtain these documents, and 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
Fund's Investment Company Act registration number is 811-06557.
<PAGE>
PROSPECTUS
HOW TO READ
THIS PROSPECTUS

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

<TABLE>
<C> <S>
IF YOU WOULD LIKE MORE DETAILED INFORMATION
ABOUT EACH FUND, PLEASE SEE:
2 CAPITAL APPRECIATION FUND
(FORMERLY THE CAPITAL GROWTH FUND)
4 GROWTH AND INCOME FUND
6 INVESTMENT GRADE BOND FUND
8 MARYLAND MUNICIPAL BOND FUND
10 PRIME QUALITY MONEY MARKET FUND
12 SMALL CAP GROWTH STOCK FUND
14 TAX-FREE MONEY MARKET FUND
16 U.S. GOVERNMENT SECURITIES FUND
18 VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND
20 VIRGINIA MUNICIPAL BOND FUND

IF YOU WOULD LIKE MORE INFORMATION ABOUT THE
FOLLOWING TOPICS, PLEASE SEE:
22 EACH FUND'S PRINCIPAL INVESTMENTS
23 THE ADVISORS AND THEIR PORTFOLIO MANAGERS
24 PURCHASING, SELLING AND EXCHANGING FUND SHARES
29 HISTORICAL FINANCIAL INFORMATION
30 HOW FUND SHARES ARE DISTRIBUTED
31 DIVIDENDS AND DISTRIBUTIONS
31 TAXES
TO OBTAIN MORE INFORMATION ABOUT THE STI CLASSIC
FUNDS PLEASE REFER TO THE BACK COVER OF THE
PROSPECTUS
</TABLE>

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

[ICON] FUND SUMMARY
INVESTMENT STRATEGY
[ICON]
WHAT ARE THE RISKS OF INVESTING?
[ICON]
PERFORMANCE INFORMATION
[ICON]
WHAT IS AN INDEX?
[ICON]

FEES AND EXPENSES
[ICON]

FUND INVESTMENTS
[ICON]
INVESTMENT ADVISORS
[ICON]
PURCHASING FUND SHARES
[ICON]

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

OCTOBER 1, 1998
(AS SUPPLEMENTED APRIL 15, 1999)
<PAGE>
PROSPECTUS 1

INTRODUCTION

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 securities markets generally, as well as those that affect
particular companies or governments. These price movements, sometimes called
volatility, will vary depending on the types of securities a Fund owns and the
markets where these securities trade. The Equity Funds invest primarily in
common stocks and other equity securities. Historically, equity securities have
outperformed other types of investments on a long-term basis, but have been
subject to more price fluctuation in the short run.

Like other investments, you could lose money on your investment in a Fund. Your
investment in a Fund is not a bank deposit. It is not insured or guaranteed by
the FDIC or any government agency.

Each Money Market Fund tries to maintain a constant price per share of $1.00,
but we cannot guarantee this.

CHOOSING INVESTOR OR FLEX SHARES

Investor Shares and Flex Shares have different expenses and other
characteristics, allowing you to choose the class that best suits your needs.
You should consider the amount you want to invest, how long you plan to have it
invested, and whether you plan to make additional investments.

INVESTOR SHARES
- - Front-end sales charge
- - Lower annual expenses
- - $2,000 minimum initial investment

FLEX SHARES
- - Deferred sales charge
- - Higher annual expenses
- - $10,000 minimum initial investment
<PAGE>
2 PROSPECTUS

CAPITAL APPRECIATION FUND
(PRIOR TO APRIL 15, 1999, THE FUND WAS NAMED THE CAPITAL GROWTH FUND)

[ICON] FUND SUMMARY

<TABLE>
<S> <C>
TOP FIVE HOLDINGS
AS OF 6/30/98*
General Electric Company....... 2.8%
Bristol Myers Squibb
Company....................... 1.9%
Carnival Corporation,
Class A....................... 1.9%
United Technologies
Corporation................... 1.8%
Microsoft Corporation.......... 1.7%
* HOLDINGS MAY VARY
</TABLE>

[ICON] PERFORMANCE INFORMATION
The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future. The
performance of Flex Shares and Investor Shares will differ slightly due to
differences in expenses.
THIS BAR CHART SHOWS CHANGES IN THE PERFORMANCE OF THE FUND'S INVESTOR SHARES
FROM YEAR TO YEAR. THE BAR CHART DOES NOT REFLECT SALES CHARGES. IF SALES
CHARGES HAD BEEN REFLECTED, RETURNS WOULD BE LESS THAN THOSE SHOWN BELOW.*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
16.84% -4.33%
(6/30/97) (12/31/94)
</TABLE>

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE
FUND'S TOTAL RETURN FROM 1/1/98 TO 6/30/98 WAS 16.80%.
<PAGE>
PROSPECTUS 3

CAPITAL APPRECIATION FUND

(PRIOR TO APRIL 15, 1999, THE FUND WAS NAMED THE CAPITAL GROWTH FUND)

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDING DECEMBER 31, 1997 TO THOSE OF THE S&P 500 INDEX.

<TABLE>
<CAPTION>
SINCE
INCEPTION
INVESTOR SHARES 1 YEAR 5 YEARS (6/9/92)
<S> <C> <C> <C> <C>
CAPITAL APPRECIATION FUND 25.50% 14.46% 16.04%
S&P 500 INDEX 33.35% 20.25% 19.65%
</TABLE>

<TABLE>
<CAPTION>
SINCE
INCEPTION
FLEX SHARES 1 YEAR (6/1/95)
<S> <C> <C> <C>
CAPITAL APPRECIATION FUND 27.77% 25.26%
S&P 500 INDEX 33.35% 29.81%
</TABLE>

SIMPLY SPEAKING . . .
[ICON] WHAT IS AN INDEX?
An index measures the market prices of a specific group of
securities in a particular market or securities in a market
sector. You cannot invest directly in an index. Unlike a mutual fund, an
index does not have an investment advisor and does not pay any commissions
or expenses. If an index had expenses, its performance would be lower. The
S&P 500 Index is a widely recognized index of 500 stocks designed to mimic
the overall equity market's industry weightings.

[ICON] FEES AND EXPENSES
This table describes the shareholder fees that you may pay if you
purchase or sell Fund shares. You would pay these fees directly from your
investment in a Fund.
- --------------------------------------------------------------------------------
SHAREHOLDER FEES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
INVESTOR SHARES FLEX SHARES
<S> <C> <C>
3.75% None
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)*
None 2.00%
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value)**
</TABLE>

*THIS SALES CHARGE VARIES DEPENDING UPON HOW MUCH YOU INVEST. SEE "PURCHASING
FUND SHARES."
**THIS SALES CHARGE IS IMPOSED IF YOU SELL FLEX SHARES WITHIN ONE YEAR OF YOUR
PURCHASE. SEE "SELLING FUND SHARES."
The table below describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.
- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
INVESTOR SHARES FLEX SHARES
<S> <C> <C>
Investment Advisory Fees 1.15 % 1.15%
Distribution and Service (12b-1) Fees .68 % 1.00%
Other Expenses .19 % .25%
--- ---
Total Annual Fund Operating Expenses 2.02 % 2.40%
</TABLE>

- ---------------------------------------------------------------
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. 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 may be different, your
approximate costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
IF YOU SELL YOUR SHARES AT
THE END OF THE PERIOD: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Investor Shares $ 572 $ 985 $ 1422 $ 2635
Flex Shares $ 448 $ 748 $ 1280 $ 2736
IF YOU DO NOT SELL YOUR
SHARES:
Investor Shares $ 572 $ 985 $ 1422 $ 2635
Flex Shares $ 248 $ 748 $ 1280 $ 2736
</TABLE>

SIMPLY SPEAKING . . .
FUND EXPENSES
Unlike an index, 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 and the Distributor are
voluntarily waiving a portion of their fees. ACTUAL INVESTMENT ADVISORY FEES,
DISTRIBUTION FEES AND TOTAL OPERATING EXPENSES FOR INVESTOR SHARES ARE 1.04%,
.59% AND 1.82%, RESPECTIVELY. ACTUAL INVESTMENT ADVISORY FEES, DISTRIBUTION
FEES AND TOTAL OPERATING EXPENSES FOR FLEX SHARES ARE 1.04%, 1.00% AND 2.29%,
RESPECTIVELY. The Advisor and Distributor could discontinue these voluntary
waivers at any time. For more information about these fees, see "Investment
Advisors" and "How Fund Shares are Distributed."
<PAGE>
4 PROSPECTUS

GROWTH AND INCOME FUND

[ICON] FUND SUMMARY

[ICON] INVESTMENT STRATEGY

The Growth and Income Fund invests primarily in domestic and foreign
common stock of companies with market capitalizations of at least $1 billion. We
use a qualitative screening to select companies with a favorable price to
earnings ratio and to create a portfolio with low risk characteristics. Strong
financial quality and above average earnings momentum are selected to secure the
best relative values in each economic sector.

[ICON] WHAT ARE THE RISKS OF
INVESTING IN THIS FUND?

The Fund invests primarily in equity securities. As a result, the Fund is
subject to the risk that stock prices will fall over short or extended periods
of time. The equity markets tend to move in cycles, the periods of risking
prices and periods of falling prices. This price volatility is the principal
risk of investing in the Fund.

[ICON] PERFORMANCE INFORMATION

The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future. The
performance of Flex Shares and Investor Shares will differ slightly due to
differences in expenses.

THIS BAR CHART SHOWS CHANGES IN THE PERFORMANCE OF THE FUND'S INVESTOR SHARES
FROM YEAR TO YEAR. THE BAR CHART DOES NOT REFLECT SALES CHARGES. IF SALES
CHARGES HAD BEEN REFLECTED, RETURNS WOULD BE LESS THAN THOSE SHOWN BELOW.*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
17.35% -10.35%
(6/30/97) (9/30/98)
</TABLE>

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE
FUND'S TOTAL RETURN FROM 1/1/99 TO 3/31/99 WAS 2.64%.
<PAGE>
PROSPECTUS 5

GROWTH AND INCOME FUND

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDING DECEMBER 31, 1998 TO THOSE OF THE S&P 500 COMPOSITE INDEX.

<TABLE>
<CAPTION>
SINCE
INCEPTION
INVESTOR SHARES 1 YEAR 5 YEARS (5/7/93)
<S> <C> <C> <C> <C>
GROWTH AND INCOME FUND 12.90% 17.10% 16.07%
S&P 500 COMPOSITE INDEX 28.60% 24.05% 22.40%
</TABLE>

<TABLE>
<CAPTION>
SINCE
INCEPTION
FLEX SHARES 1 YEAR (4/19/95)
<S> <C> <C> <C>
CAPITAL APPRECIATION FUND 12.28% 20.98%
S&P 500 COMPOSITE INDEX 28.60% 29.32%
</TABLE>

SIMPLY SPEAKING . . .
[ICON] WHAT IS AN INDEX?

An index measures the market prices of a specific group of
securities in a particular market or securities in a market
sector. You cannot invest directly in an index. Unlike a mutual fund, an
index does not have an investment advisor and does not pay any commissions
or expenses. If an index had expenses, its performance would be lower. The
S&P 500 Composite Index is a widely recognized index of 500 stocks
designed to mimic the overall equity market's industry weightings.

[ICON] FEES AND EXPENSES

This table describes the shareholder fees that you may pay if you
purchase or sell Fund shares. You would pay these fees directly from your
investment in a Fund.

- --------------------------------------------------------------------------------
SHAREHOLDER FEES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
INVESTOR SHARES FLEX SHARES
<S> <C> <C>
3.75% None
Maximum Sales Charge (Load) Imposed on
Purchases
(as a percentage of offering price)*

None 2.00%
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value)**
</TABLE>

*THIS SALES CHARGE VARIES DEPENDING UPON HOW MUCH YOU INVEST. SEE "PURCHASING
FUND SHARES."

**THIS SALES CHARGE IS IMPOSED IF YOU SELL FLEX SHARES WITHIN ONE YEAR OF YOUR
PURCHASE. SEE "SELLING FUND SHARES."

The table below describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.
- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
INVESTOR SHARES FLEX SHARES
<S> <C> <C>
Investment Advisory Fees .90% .90%
Distribution and Service (12b-1) Fees .25% 1.00%
Other Expenses .20% .22%
--- ---
Total Annual Fund Operating Expenses 1.35% 2.12%
</TABLE>

- ---------------------------------------------------------------
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. 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:
<TABLE>
<CAPTION>
IF YOU SELL YOUR SHARES AT THE END OF THE
PERIOD: 1 YEAR 3 YEARS
<S> <C> <C> <C>
Investor Shares $507 $787
Flex Shares $421 $664

<CAPTION>
IF YOU DO NOT SELL YOUR SHARES:
<S> <C> <C> <C>
Investor Shares $507 $787
Flex Shares $221 $664
</TABLE>

SIMPLY SPEAKING . . .

FUND EXPENSES
Unlike an index, 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 and the Distributor are
voluntarily waiving a portion of their fees. ACTUAL INVESTMENT ADVISORY FEES,
DISTRIBUTION FEES AND TOTAL OPERATING EXPENSES FOR INVESTOR SHARES ARE .90%,
.08% AND 1.18%, RESPECTIVELY. ACTUAL INVESTMENT ADVISORY FEES, DISTRIBUTION
FEES AND TOTAL OPERATING EXPENSES FOR FLEX SHARES ARE .90%, .81% AND 1.93%,
RESPECTIVELY. The Advisor and Distributor could discontinue these voluntary
waivers at any time. For more information about these fees, see "Investment
Advisors" and "How Fund Shares are Distributed."
<PAGE>
6 PROSPECTUS

INVESTMENT GRADE BOND FUND

[ICON] FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL High total return through current income and capital
appreciation, while preserving the principal amount
invested
INVESTMENT FOCUS Investment grade U.S. government and corporate debt
securities
SHARE PRICE VOLATILITY Medium
PRINCIPAL INVESTMENT STRATEGY Attempts to identify relatively inexpensive securities in
a selected market index
INVESTOR PROFILE Investors who want to receive income from their
investment, as well as an increase in the value of the
investment
</TABLE>

<TABLE>
<S> <C>
TOP FIVE HOLDINGS
AS OF 6/30/98*
United States Treasury Bond....... 11.6%
United States Treasury Bond....... 8.6%
United States Treasury Bond....... 7.0%
Merrill Lynch..................... 4.9%
FNMA.............................. 4.9%
* HOLDINGS MAY VARY
</TABLE>

[ICON] WHAT ARE THE RISKS OF
INVESTING IN THIS FUND?
The Fund invests primarily in investment grade debt securities. As a result, the
Fund is subject to the risk that the prices of debt securities will decline due
to rising interest rates. This risk is greater for long-term debt securities
than for short-term debt securities. In addition, an issuer may be unable to
make timely payments of principal or interest to the Fund. Some investment grade
debt securities have speculative characteristics. In addition, the Fund is
subject to the risk of investing in mortgage-backed securities. See
"Mortgage-Backed Securities" to the right.
SIMPLY SPEAKING . . .
MORTGAGE-BACKED SECURITIES
A mortgage-backed security pools all interest and principal payments from the
underlying mortgages and pays it to the security's owner. The mortgages
underlying mortgage-backed securities may mature or be paid off before the
stated maturity date. This has four drawbacks. First, the Fund may lose money
on its investment. Second, the monthly income payments to the Fund may
fluctuate. Third, we cannot predict the maturity of the Fund's investment
with certainty. Fourth, we would invest any resulting proceeds elsewhere,
generally at a lower interest rate.

[ICON] PERFORMANCE INFORMATION
The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past
performance does not necessarily indicate how the Fund will perform in the
future.
THIS BAR CHART SHOWS CHANGES IN THE PERFORMANCE OF THE FUND'S INVESTOR SHARES
FROM YEAR TO YEAR. THE BAR CHART DOES NOT REFLECT SALES CHARGES. IF SALES
CHARGES HAD BEEN REFLECTED, RETURNS WOULD BE LESS THAN THOSE SHOWN BELOW.*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
6.02% -2.67%
(6/30/95) (3/31/94)
</TABLE>

*THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE FUND'S
TOTAL RETURN FROM 1/1/98 TO 6/30/98 WAS 4.13%.
<PAGE>
PROSPECTUS 7

INVESTMENT GRADE BOND FUND

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDING DECEMBER 31, 1997 TO THOSE OF THE LEHMAN BROTHERS GOVERNMENT/ CORPORATE
BOND INDEX.

<TABLE>
<CAPTION>
SINCE
INCEPTION
1 YEAR 3 YEARS (6/11/92)
<S> <C> <C> <C>
INVESTMENT GRADE
BOND FUND 4.56% 7.73% 5.93%
LEHMAN GOVERNMENT/
CORPORATE BOND INDEX 9.75% 10.43% 8.13%
</TABLE>

[ICON] FEES AND EXPENSES

This table describes the shareholder fees that you may pay if you
purchase or sell Fund shares. You would pay these fees directly from
your investment in a Fund.

- --------------------------------------------------------------------------------
SHAREHOLDER FEES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
INVESTOR SHARES
<S> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases 3.75%
(as a percentage of offering price)*
Maximum Deferred Sales Charge (Load) None
(as a percentage of net asset value)
*THIS SALES CHARGE VARIES DEPENDING UPON HOW MUCH YOU INVEST. SEE "PURCHASING FUND SHARES."
</TABLE>

The table below describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
INVESTOR SHARES
<S> <C>
Investment Advisory Fees .74%
Distribution and Service (12b-1) Fees .43%
Other Expenses .22%
---
Total Annual Fund Operating Expenses 1.39%
</TABLE>

- --------------------------------------------------------
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. 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 may be different, your
approximate costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Investor Shares $ 511 $ 799 $ 1107 $ 1981
</TABLE>

SIMPLY SPEAKING . . .

FUND EXPENSES
Unlike an index, 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 and the Distributor are voluntarily
waiving a portion of their fees. ACTUAL INVESTMENT ADVISORY FEES, DISTRIBUTION
FEES AND TOTAL OPERATING EXPENSES FOR INVESTOR SHARES ARE .64%, .31% AND
1.17%, RESPECTIVELY. The Advisor and Distributor could discontinue these
voluntary waivers at any time. For more information about these fees, see
"Investment Advisors" and "Distribution of Fund Shares."
<PAGE>
8 PROSPECTUS

MARYLAND MUNICIPAL BOND FUND
(AVAILABLE FOR PURCHASE ON MAY 24, 1999)

[ICON] FUND SUMMARY

MARYLAND MUNICIPAL BOND FUND

(Available for purchase on May 24, 1999)

[ICON] FEES AND EXPENSES
This table describes the shareholder fees that you may pay if you
purchase or sell Fund shares. You would pay these fees directly from
your investment in a Fund.
- --------------------------------------------------------------------------------
SHAREHOLDER FEES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FLEX SHARES
<S> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of the offering price) None
2.00%
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value)*
</TABLE>

*THIS SALES CHARGE IS IMPOSED IF YOU SELL FLEX SHARES WITHIN ONE YEAR OF YOUR
PURCHASE. SEE "SELLING FUND SHARES."
The table below describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.
- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FLEX SHARES
<S> <C>
Investment Advisory Fees .65%
Distribution and Service (12b-1) Fees 1.00%
Other Expenses .51%
---
Total Annual Fund Operating Expenses 2.16%
</TABLE>

- --------------------------------------------------
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. 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 may be different, your
approximate costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
IF YOU SELL YOUR SHARES AT THE END OF THE PERIOD: 1 YEAR 3 YEARS
<S> <C> <C>
Flex Shares $425 $676
IF YOU DO NOT SELL YOUR SHARES:
Flex Shares $225 $676
</TABLE>

SIMPLY SPEAKING . . .
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 and the Distributor are voluntarily waiving a
portion of their fees. ACTUAL INVESTMENT ADVISORY FEES, DISTRIBUTION FEES AND
TOTAL OPERATING EXPENSES FOR FLEX SHARES ARE .49%, .59% AND 1.59%,
RESPECTIVELY. The Advisor and Distributor could discontinue these voluntary
waivers at any time. For more information about these fees, see "Investment
Advisors" and "How Fund Shares are Distributed."
<PAGE>
10 PROSPECTUS

PRIME QUALITY MONEY MARKET FUND

[ICON] FUND SUMMARY

[ICON] PERFORMANCE INFORMATION
The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future.
THIS BAR CHART SHOWS CHANGES IN THE PERFORMANCE OF THE FUND'S INVESTOR SHARES
FROM YEAR TO YEAR.*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
1.33% .64%
(6/30/95) (6/30/93)
</TABLE>

*THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE FUND'S
TOTAL RETURN FROM 1/1/98 TO 6/30/98 WAS 2.47%.
<PAGE>
PROSPECTUS 11

PRIME QUALITY MONEY MARKET FUND

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDING DECEMBER 31, 1997 TO THOSE OF THE IBC/ DONOGHUE FIRST TIER AVERAGE.

<TABLE>
<CAPTION>
SINCE
INCEPTION
1 YEAR 5 YEARS (6/8/92)
<S> <C> <C> <C>
PRIME QUALITY
MONEY MARKET FUND 4.97% 4.25% 4.11%
IBC/DONOGHUE
FIRST TIER AVERAGE 5.01% 4.32% 4.25%
</TABLE>

TO OBTAIN INFORMATION ABOUT THE FUND'S YIELD, CALL 1-800-814-3397.

SIMPLY SPEAKING . . .
[ICON] WHAT IS AN INDEX?

An index measures the market prices of a specific group of
securities in a particular market or securities in a market sector. You
cannot invest directly in an index. An index does not have an investment
advisor and does not pay any commissions or expenses. If an index had
expenses, its performance would be lower. The IBC/Donoghue First Tier
Average is a widely recognized composite of money market funds that invest
in the highest credit quality short-term money market instruments.

[ICON] FUND EXPENSES

This table describes the Fund's expenses that you may pay indirectly if
you hold Fund shares.
- --------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
INVESTOR SHARES
<S> <C>
Investment Advisory Fees .65%
Distribution and Service (12b-1) Fees .20%
Other Expenses .17%
------
Total Annual Fund Operating Expenses 1.02%
</TABLE>

- --------------------------------------------------
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 each 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:

<TABLE>
<S> <C> <C> <C> <C>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
Investor Shares $104 $325 $563 $1248
</TABLE>

SIMPLY SPEAKING . . .

FUND EXPENSES
Unlike an index, every mutual fund has operating expenses to pay for
professional advisory, administration and custody services. The 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, the Distributor and the Administrator are voluntarily waiving a
portion of their fees. ACTUAL INVESTMENT ADVISORY FEES, DISTRIBUTION FEES,
OTHER EXPENSES AND TOTAL OPERATING EXPENSES ARE .51%, .13%, .13% AND .77%,
RESPECTIVELY. The Advisor, Distributor and Administrator could discontinue
these voluntary waivers at any time. For more information about these fees,
see "Investment Advisor" and "How Fund Shares are Distributed."
<PAGE>
12 PROSPECTUS

SMALL CAP GROWTH STOCK FUND

[ICON] FUND SUMMARY

<PAGE>
PROSPECTUS 13

SMALL CAP GROWTH STOCK FUND

[ICON] FEES AND EXPENSES

This table describes the shareholder fees that you may pay if you
purchase or sell Fund shares. You would pay these fees directly from
your investment in a Fund.
- --------------------------------------------------------------------------------
SHAREHOLDER FEES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FLEX SHARES
<S> <C>
None
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)
2.00%
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value)*
</TABLE>

*THIS SALES CHARGE IS IMPOSED IF YOU SELL FLEX SHARES WITHIN ONE YEAR OF YOUR
PURCHASE. SEE "SELLING FUND SHARES."

This table describes the Fund's expenses that you may pay indirectly if you hold
Fund shares.
- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FLEX SHARES
<S> <C>
Investment Advisory Fees 1.15%
Distribution and Service (12b-1) Fees 1.00%
Other Expenses* .25%
---
Total Annual Fund Operating Expenses 2.40%
</TABLE>

* 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. 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 may be different, your
approximate costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
IF YOU SELL YOUR SHARES AT THE END
OF THE PERIOD: 1 YEAR 3 YEARS
<S> <C> <C> <C>
Flex Shares $ 443 $ 748
IF YOU DO NOT SELL YOUR SHARES:
Flex Shares $ 243 $ 748
</TABLE>

SIMPLY SPEAKING . . .

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 1.00% AND
2.25%, RESPECTIVELY. The Advisor could discontinue this voluntary waiver at
any time. For more information about these fees, see "Investment Advisors."
<PAGE>
14 PROSPECTUS

TAX-FREE MONEY MARKET FUND
(AVAILABLE FOR PURCHASE ON MAY 24, 1999)

[ICON] FUND SUMMARY

TAX-FREE MONEY MARKET FUND

(Available for purchase on May 24, 1999)

[ICON] FEES AND EXPENSES
This table describes the shareholder fees that you may pay if you
purchase or sell Fund shares. You would pay these fees directly from
your investment in a Fund.
- --------------------------------------------------------------------------------
SHAREHOLDER FEES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
INVESTOR SHARES
<S> <C>
Maximum Sales Charge (Load) Imposed on Purchases None
(as a percentage of offering price)*
Maximum Deferred Sales Charge (Load) None
(as a percentage of net asset value)
</TABLE>

*THIS SALES CHARGE VARIES DEPENDING UPON HOW MUCH YOU INVEST. SEE "PURCHASING
FUND SHARES."
The table below describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.
- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
INVESTOR SHARES
<S> <C>
Investment Advisory Fees .40%
Distribution and Service (12b-1) Fees .40%
Other Expenses .31%
---
Total Annual Fund Operating Expenses 1.11%
</TABLE>

- --------------------------------------------------
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. 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 may be different, your
approximate costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
IF YOU SELL YOUR SHARES AT THE END OF THE PERIOD: 1 YEAR 3 YEARS
<S> <C> <C>
Investor Shares $113 $353
</TABLE>

SIMPLY SPEAKING . . .
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 and the Distributor are voluntarily waiving a
portion of their fees. ACTUAL INVESTMENT ADVISORY FEES, DISTRIBUTION FEES AND
TOTAL OPERATING EXPENSES FOR INVESTOR SHARES ARE .40%, 0% AND .67%,
RESPECTIVELY. The Advisor and Distributor could discontinue these voluntary
waivers at any time. For more information about these fees, see "Investment
Advisors" and "How Fund Shares are Distributed."
<PAGE>
16 PROSPECTUS

U.S. GOVERNMENT SECURITIES FUND

[ICON] FUND SUMMARY

<TABLE>
<S> <C>
INVESTMENT GOAL High current income, while preserving capital
INVESTMENT FOCUS Mortgage-backed securities and U.S. Treasury
obligations
SHARE PRICE VOLATILITY Low to medium
PRINCIPAL INVESTMENT Attempts to increase income without adding undue
STRATEGY risk
INVESTOR PROFILE Conservative investors who want to receive income
from their investment
</TABLE>

<TABLE>
<S> <C>
TOP FIVE HOLDINGS
AS OF 6/30/98*
United States Treasury Note... 5.1%
United States Treasury Bond... 5.0%
GNMA.......................... 4.7%
FHLMC......................... 3.8%
FNMA Remic.................... 3.2%
* HOLDINGS MAY VARY
</TABLE>

SIMPLY SPEAKING . . .
MORTGAGE-BACKED SECURITIES
A mortgage-backed security pools all interest and principal payments from the
underlying mortgages and pays it to the security's owner. The mortgages
underlying mortgage-backed securities may mature or be paid off before the
stated maturity date. This has four drawbacks. First, the Fund may lose money
on its investment. Second, the monthly income payments to the Fund may
fluctuate. Third, we cannot predict the maturity of the Fund's investment
with certainty. Fourth, we would invest any resulting proceeds elsewhere,
generally at lower interest rate.

[ICON] PERFORMANCE INFORMATION

THIS BAR CHART SHOWS CHANGES IN THE PERFORMANCE OF THE FUND'S FLEX SHARES FROM
YEAR TO YEAR. THE BAR CHART DOES NOT REFLECT SALES CHARGES. IF SALES CHARGES HAD
BEEN REFLECTED, RETURNS WOULD BE LESS THAN THOSE SHOWN BELOW.*

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
BEST QUARTER WORST QUARTER
3.59% -2.44%
(6/30/97) (3/31/96)
</TABLE>

*THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE FUND'S
TOTAL RETURN FROM 1/1/98 TO 6/30/98 WAS 3.44%.
<PAGE>
PROSPECTUS 17

U.S. GOVERNMENT SECURITIES FUND

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDING DECEMBER 31, 1997 TO THOSE OF THE LEHMAN BROTHERS INTERMEDIATE GOVERNMENT
BOND INDEX.

<TABLE>
<CAPTION>
SINCE
INCEPTION
1 YEAR (6/7/95)
<S> <C> <C>
U.S. GOVERNMENT SECURITIES FUND 5.96% 5.76%
LEHMAN BROTHERS INTERMEDIATE GOVERNMENT BOND INDEX 7.72% 6.98%
</TABLE>

SIMPLY SPEAKING . . .
[ICON] WHAT IS AN INDEX?
An index measures the market prices of a specific group of
securities in a particular market or securities in a market sector. You
cannot invest directly in an index. An index does not have an investment
advisor and does not pay any commissions or expenses. If an index had
expenses, its performance would be lower. The Lehman Brothers Intermediate
Government Bond Index is a widely recognized index of U.S. Treasury
securities and government agency securities with maturities ranging from 1
to 10 years.

[ICON] FEES AND EXPENSES

This table describes the shareholder fees that you may pay if you
purchase or sell Fund shares. You would pay these fees directly from
your investment in a Fund.

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

SHAREHOLDER FEES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FLEX SHARES
<S> <C>
Maximum Sales Charge (Load) Imposed on Purchases None
(as a percentage of offering price)
Maximum Deferred Sales Charge (Load)* 2.00%
(as a percentage of net asset value)
*THIS SALES CHARGE IS IMPOSED IF YOU SELL FLEX SHARES WITHIN ONE YEAR OF YOUR PURCHASE. SEE
"SELLING FUND SHARES."
</TABLE>

The table below describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.
- --------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FLEX SHARES
<S> <C>
Investment Advisory Fees .74%
Distribution and Service (12b-1) Fees 1.00%
Other Expenses .59%
---
Total Annual Fund Operating Expenses 2.33%
</TABLE>

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

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. 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 may be different, your
approximate costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
IF YOU SELL YOUR SHARES AT THE END OF
THE PERIOD: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Flex Shares $ 436 $ 727 $ 1245 $ 2666
IF YOU DO NOT SELL YOUR SHARES:
Flex Shares $ 236 $ 727 $ 1245 $ 2666
</TABLE>

SIMPLY SPEAKING . . .

FUND EXPENSES
Unlike an index, 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 and the Distributor are voluntarily
waiving a portion of their fees. ACTUAL INVESTMENT ADVISORY FEES, DISTRIBUTION
FEES AND TOTAL OPERATING EXPENSES FOR FLEX SHARES ARE .58%, .51% AND 1.68%,
RESPECTIVELY. The Advisor and Distributor could discontinue these voluntary
waivers at any time. For more information about these fees, see "Investment
Advisors" and "Distribution of Fund Shares."
<PAGE>
18 PROSPECTUS

VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND
(AVAILABLE FOR PURCHASE ON MAY 24, 1999)

[ICON] FUND SUMMARY

[ICON] INVESTMENT STRATEGY
The Virginia Intermediate Municipal Bond Fund invests substantially
all of its assets in municipal securities with income exempt from federal and
Maryland income taxes. Issuers of these securities can be located in Virginia,
the District of Columbia, Puerto Rico and other U.S. territories and
possessions. In selecting investments for the Fund, we try to limit risk by
buying investment grade securities. We also consider stability and growth of
principal. We expect that the Fund's average weighted maturity will range from 5
to 10 years but there is no limit on the maturities of individual securities.

VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND

(Available for purchase on May 24, 1999)

[ICON] FEES AND EXPENSES

<TABLE>
<CAPTION>
INVESTOR SHARES
<S> <C>
Maximum Sales Charge (Load) Imposed on Purchases 3.75%
(as a percentage of offering price)*
Maximum Deferred Sales Charge (Load) None
(as a percentage of net asset value)
</TABLE>

*THIS SALES CHARGE VARIES DEPENDING UPON HOW MUCH YOU INVEST. SEE "PURCHASING
FUND SHARES."

<TABLE>
<CAPTION>
INVESTOR SHARES
<S> <C>
Investment Advisory Fees .65%
Distribution and Service (12b-1) Fees .15%
Other Expenses .29%
---
Total Annual Fund Operating Expenses 1.09%
</TABLE>

- --------------------------------------------------
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. 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 may be different, your
approximate costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
IF YOU SELL YOUR SHARES AT THE END OF THE PERIOD: 1 YEAR 3 YEARS
<S> <C> <C>
Investor Shares $443 $639
</TABLE>

SIMPLY SPEAKING . . .

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 and Distributor are voluntarily waiving a
portion of their fees. ACTUAL INVESTMENT ADVISORY FEES, DISTRIBUTION FEES AND
TOTAL OPERATING EXPENSES FOR INVESTOR SHARES ARE .65%, 0%, AND .79%,
RESPECTIVELY. The Advisor and Distributor could discontinue these voluntary
waivers at any time. For more information about these fees, see "Investment
Advisors" and "Distribution of Fund Shares."
<PAGE>
20 PROSPECTUS

VIRGINIA MUNICIPAL BOND FUND
(AVAILABLE FOR PURCHASE ON MAY 24, 1999)

[ICON] FUND SUMMARY

VIRGINIA MUNICIPAL BOND FUND

(Available for purchase on May 24, 1999)

[ICON] FEES AND EXPENSES

SHAREHOLDER FEES
- --------------------------------------------------------------------------------

*THIS SALES CHARGE IS IMPOSED IF YOU SELL FLEX SHARES WITHIN ONE YEAR OF YOUR
PURCHASE. SEE "SELLING FUND SHARES."

The table below describes the Fund's expenses that you may pay indirectly if you
hold Fund shares.

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

ANNUAL FUND OPERATING EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FLEX SHARES
<S> <C>
Investment Advisory Fees .65%
Distribution and Service (12b-1) Fees 1.00%
Other Expenses .48%
---
Total Annual Fund Operating Expenses 2.13%
</TABLE>

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

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. 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 may be different, your
approximate costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
IF YOU SELL YOUR SHARES AT
THE END OF THE PERIOD: 1 YEAR 3 YEARS
<S> <C> <C>
Flex Shares $ 442 $ 667
IF YOU DO NOT SELL YOUR SHARES:
Flex Shares $ 242 $ 667
</TABLE>

SIMPLY SPEAKING . . .

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 and the Distributor are voluntarily waiving a
portion of their fees. ACTUAL INVESTMENT ADVISORY FEES, DISTRIBUTION FEES AND
TOTAL OPERATING EXPENSES FOR FLEX SHARES ARE .58%, .59% AND 1.65%,
RESPECTIVELY. The Advisor and Distributor could discontinue these voluntary
waivers at any time. For more information about these fees, see "Investment
Advisors" and "Distribution of Fund Shares."
<PAGE>
22 PROSPECTUS

EACH FUND'S PRINCIPAL INVESTMENTS

[ICON] FUND INVESTMENTS

THE TABLE BELOW SHOWS EACH FUND'S PRINCIPAL INVESTMENTS. IN OTHER WORDS,
THE TABLE DESCRIBES THE TYPE OR TYPES OF INVESTMENTS THAT WE BELIEVE WILL
MOST LIKELY HELP EACH FUND ACHIEVE ITS INVESTMENT GOAL.

BOND FUNDS

<TABLE>
<CAPTION>
INVESTMENT MARYLAND U.S. VIRGINIA VIRGINIA
GRADE MUNICIPAL GOVERNMENT INTERMEDIATE MUNICIPAL
BOND FUND BOND FUND SECURITIES MUNICIPAL BOND FUND
FUND BOND FUND
<S> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
Mortgage-Backed Securities X X
- -----------------------------------------------------------------------------------------------------------------------
Municipal Securities X X X
- -----------------------------------------------------------------------------------------------------------------------
U.S. Government Securities X X
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

EQUITY FUNDS

<TABLE>
<CAPTION>
CAPITAL GROWTH AND SMALL CAP
APPRECIATION INCOME GROWTH STOCK
FUND FUND FUND
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------
Convertible Securities X
- -----------------------------------------------------------------------------------------------------------------------------
U.S. Stocks X X X
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

MONEY MARKET FUNDS

<TABLE>
<CAPTION>
PRIME QUALITY TAX-FREE
MONEY MARKET MONEY MARKET
FUND FUND
<S> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Bank Obligations X
- ---------------------------------------------------------------------------------------------------------------------------------
Commercial Paper X
- ---------------------------------------------------------------------------------------------------------------------------------
Corporate Obligations X
- ---------------------------------------------------------------------------------------------------------------------------------
Foreign Securities (U.S. Dollar denominated) X
- ---------------------------------------------------------------------------------------------------------------------------------
Municipal Securities X
- ---------------------------------------------------------------------------------------------------------------------------------
U.S. Government Securities X
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Each Fund may also invest in other securities, use other strategies and engage
in other investment practices, which are described in detail in our Statement of
Additional Information. Of course, we cannot guarantee that any Fund will
achieve its investment goal.

The investments listed above and the investments and strategies described
throughout this prospectus are those that we use 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. In addition, the
U.S. Government Securities Fund may shorten its average weighted maturity to as
little as 90 days. When a Fund is investing for temporary defensive purposes, it
is not pursuing its investment goal.
<PAGE>
PROSPECTUS 23

THE ADVISORS AND THEIR PORTFOLIO MANAGERS

[ICON] INVESTMENT ADVISORS

The Investment Advisors make investment decisions for the Funds and continuously
review, supervise and administer their Funds' respective investment program. The
Board of Trustees supervises the Advisors and establishes policies that the
Advisors must follow in their management activities.

STI Capital Management, N.A. (STI), P.O. Box 3808, Orlando, Florida 32802,
serves as the Advisor to the Capital Appreciation and Investment Grade Bond
Funds. As of December 31, 1998, STI Capital had approximately $14.7 billion in
assets under management. For the fiscal year ended May 31, 1998, STI Capital
received advisory fees of 1.04% for the Capital Appreciation Fund and .64% for
the Investment Grade Bond Fund.

Trusco Capital Management, Inc. (Trusco), 50 Hurt Plaza, Suite 1400, Atlanta,
Georgia 30303, serves as the Advisor to the Small Cap Growth Stock, Growth and
Income, Maryland Municipal Bond, Prime Quality Money Market, Tax-Free Money
Market, U.S. Government Securities Money Market, Virginia Intermediate Municipal
Bond, and Virginia Municipal Bond Funds. As of December 31, 1998, Trusco had
approximately $23 billion in assets under management. For the fiscal year ended
May 31, 1998, Trusco received advisory fees of .51% for the Prime Quality Money
Market Fund and .50% for the U.S. Government Securities Fund. The Small Cap
Growth Stock, Growth and Income, Maryland Municipal Bond, Tax-Free Money Market,
Virginia Intermediate Municipal Bond, and Virginia Municipal Bond Funds had not
commenced operations as of May 31, 1998.

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

PORTFOLIO MANAGERS

Mr. Anthony Gray has served as Chairman and Chief Investment Officer of STI
since 1979. He has managed the Capital Appreciation Fund since it began
operating in June 1992. He has more than 30 years of investment experience.

The Growth and Income, Maryland Municipal Bond, Virginia Intermediate Municipal
Bond, and Virginia Municipal Bond Funds are managed by teams of investment
professionals from Trusco.

[ICON] PURCHASING FUND SHARES

HOW TO PURCHASE FUND SHARES
You may purchase Investor and Flex Shares directly from us by:
- - mail
- - telephone
- - wire
- - direct deposit, or
- - Automated Clearing House (ACH).
<PAGE>
24 PROSPECTUS

PURCHASING, SELLING AND EXCHANGING FUND SHARES

SIMPLY SPEAKING . . .

To purchase shares directly from us, please call 1-800-874-4770. Write your
check, payable in U.S. dollars, to "STI Classic Funds" and include the name of
the appropriate Fund(s) on the check. We cannot accept third-party checks,
credit cards, credit card checks or cash. You may also purchase shares through
Investment Consultants of certain correspondent banks of SunTrust Banks, Inc.
(SunTrust), or other financial institutions that have executed dealer agreements
with us. We may reject any purchase order if we determine that accepting the
order would not be in the best interests of the STI Classic Funds or its
shareholders.

The price per share (the offering price) will be the net asset value per share
(NAV) next determined after we receive your purchase order plus, in the case of
Investor Shares, the applicable front-end sales charge. We calculate each Fund's
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, to receive
the current Business Day's NAV, generally we must receive your purchase order
before 4:00 p.m. Eastern time.

- - we receive your order before 11:00 a.m. Eastern time for the Tax-Free Money
Market Fund or before 1:00 p.m. Eastern time for the Prime Quality Money
Market Fund; and

- - we receive federal funds (readily available) before we calculate NAV (normally
4:00 p.m. Eastern time).

Otherwise, your purchase order will be effective the following Business Day, as
long as we receive funds before we calculate NAV the following day.

SIMPLY SPEAKING . . .

FOR CUSTOMERS OF OTHER FINANCIAL INSTITUTIONS
If you purchase, sell or exchange Fund shares through a financial institution
(rather than directly from us), you may have to transmit your purchase, sale
and exchange requests to your financial institution 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 us. For more
information about how to purchase, sell or exchange Fund shares through your
financial institution, you should contact your financial institution directly.

In calculating NAV for the Money Market Funds, we generally value a Fund's
portfolio using the amortized cost valuation method, which is described in
detail in our Statement of Additional Information. If we think that amortized
cost is unreliable, fair value prices may be determined in good faith using
methods approved by the Board of Trustees. We expect each Fund's NAV to remain
constant at $1.00 per share, although we cannot guarantee this.

SIMPLY SPEAKING . . .

NET ASSET VALUE
NAV for one Fund share is the value of that share's portion of all of the
assets in the Fund.
<PAGE>
PROSPECTUS 25

PURCHASING, SELLING AND EXCHANGING FUND SHARES

MINIMUM PURCHASES
To purchase Investor Shares for the first time, you must invest at least $2,000
in any Fund. To purchase Flex Shares for the first time, you must invest at
least $10,000 in any Fund ($2,000 for retirement plans). To purchase additional
shares of any Fund, you must invest at least $1,000 or, if you pay by a
statement coupon, $100. We may accept investments of smaller amounts, for either
class of shares, at our discretion.

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

SYSTEMATIC INVESTMENT PLAN
If you have a checking or savings account with a SunTrust affiliate bank, you
may purchase shares of either class automatically through regular deductions
from your account. With a $500 minimum initial investment, you may begin
regularly scheduled investments from $50 up to $100,000 once or twice a month.
If you are buying Flex Shares, you should plan on investing at least $10,000 per
Fund during the first two years. The Distributor may close your account if you
do not meet this minimum investment requirement at the end of two years.

SALES CHARGES
FRONT-END SALES CHARGES - INVESTOR SHARES
The amount of any front-end sales charge included in your offering price varies,
depending on the amount of your investment:

<TABLE>
<CAPTION>
YOUR SALES CHARGE
AS A PERCENTAGE YOUR SALES CHARGE
OF AS A PERCENTAGE OF
IF YOUR INVESTMENT IS: OFFERING PRICE YOUR NET INVESTMENT
<S> <C> <C>
- -----------------------------------------------------------------------
LESS THAN $100,000 3.75% 3.90%

$100,000 BUT LESS
THAN $250,000 3.25% 3.36%

$250,000 BUT LESS
THAN $1,000,000 2.50% 2.56%

$1,000,000 AND OVER 1.50% 1.52%
</TABLE>

WAIVER OF FRONT-END SALES CHARGE -
INVESTOR SHARES
The front-end sales charge will be waived on Investor Shares purchased: (1)
through reinvestment of dividends and distributions; (2) through a SunTrust
Securities, Inc. asset allocation account; (3) by persons repurchasing shares
they redeemed within the last 60 days (see Repurchase of Investor Shares); (4)
by current employees, and members of their immediate family, of SunTrust and its
affiliates; (5) by persons reinvesting distributions from qualified employee
benefit retirement plans and rollovers from individual retirement accounts
("IRAs") previously with the Trust department of a bank affiliated with
SunTrust; (6) by persons investing an amount less than or equal to the value of
an account distribution when an account for which a bank affiliated with
SunTrust acted in a fiduciary, administrative, custodial or investment advisory
capacity is closed; or (7) through dealers, retirement plans, asset allocation
programs and financial institutions that, under their dealer agreements with the
Distributor or otherwise, do not receive any or receive a reduced portion of the
front-end sales charge.
<PAGE>
26 PROSPECTUS

PURCHASING, SELLING AND EXCHANGING FUND SHARES

REPURCHASE OF INVESTOR SHARES
You may repurchase any amount of Investor Shares of any Fund at NAV (without the
normal front-end sales charge), equal to or less than the value of any amount of
Investor Shares (for which you paid a front-end sales charge) that you redeemed
within the past 60 days. In effect, this allows you to repurchase shares that
you may have had to redeem, without repaying the front-end sales charge. To
exercise this privilege, we must receive your purchase order within 60 days of
your redemption. In addition, you must notify us when you send in your purchase
order that you are repurchasing shares.

REDUCED SALES CHARGES - INVESTOR SHARES
RIGHTS OF ACCUMULATION. In calculating the appropriate sales charge rate, this
right allows you to add the value of the Investor Shares you already own to the
amount that you are currently purchasing. We will combine the value of your
current purchases with the current value of any Investor Shares you purchased
previously for (i) your account, (ii) your spouse's account, (iii) a joint
account with your spouse, or (iv) your minor children's trust or custodial
accounts. A fiduciary purchasing shares for the same fiduciary account, trust or
estate may also use this right of accumulation. We will only consider the value
of Investor Shares purchased previously that were sold subject to a sales
charge. To be entitled to a reduced sales charge based on shares already owned,
you must ask us for the reduction at the time of purchase. You must provide us
with your account number(s) and, if applicable, the account numbers for your
spouse and/or children (and provide the children's ages). We may amend or
terminate this right of accumulation at any time.

LETTER OF INTENT. You may purchase Investor Shares at the sales charge rate
applicable to the total amount of the purchases you intend to make over a
13-month period. In other words, a Letter of Intent allows you to purchase
Investor Shares of a Fund over a 13-month period and receive the same sales
charge as if you had purchased all the shares at the same time. We will only
consider the value of Investor Shares sold subject to a sales charge. To be
entitled to a reduced sales charge based on shares you intend to purchase over
the 13-month period, you must send us a Letter of Intent. As a result, neither
Investor Shares of the Money Market Funds nor Investor Shares purchased with
dividends or distributions will be included in the calculation. In calculating
the total amount of purchases you may include in your letter purchases made up
to 90 days before the date of the Letter. The 13-month period begins on the date
of the first purchase, including those purchases made in the 90-day period
before the date of the Letter. Please note that the purchase price of these
prior purchases will not be adjusted.

You are not legally bound by the terms of your Letter of Intent to purchase the
amount of your shares stated in the Letter. The Letter does, however, authorize
us to hold in escrow 3.75% of the total amount you intend to purchase. If you do
not complete the total intended purchase at the end of the 13-month period, the
transfer agent will redeem the necessary portion of the escrowed shares to make
up the difference between the reduced rate sales charge (based on the amount you
intended to purchase) and the sales charge that would normally apply (based on
the actual amount you purchased).

COMBINED PURCHASE/QUANTITY DISCOUNT PRIVILEGE. When calculating the appropriate
sales charge rate, we will combine same day purchases of Investor Shares (that
are subject to a sales charge) made by you, your spouse and your minor children
(under age 21). This combination also applies to Investor Shares you purchase
with a Letter of Intent.

CONTINGENT DEFERRED SALES CHARGES - FLEX SHARES
You do not pay a front-end sales charge when you purchase Flex Shares. But if
you sell your shares within the first year after your purchase, you will pay a
contingent deferred sales charge equal to 2.00% of either (1) the NAV of the
shares at the time of purchase, or (2) NAV of the shares next calculated after
we receive your sale request, whichever is less. The sales charge does not apply
to Flex Shares you purchase through reinvestment of dividends or distributions.
So, you
<PAGE>
PROSPECTUS 27

PURCHASING, SELLING AND EXCHANGING FUND SHARES

never pay a deferred sales charge on any increase in your investment above the
initial offering price. This sales charge does not apply to exchanges of Flex
Shares of one Fund for Flex Shares of another Fund.

The contingent deferred sales charge will be waived if you sell your Flex Shares
for the following reasons: (1) to make certain withdrawals from a retirement
plan (not including IRAs); (2) because of death or disability; or (3) for
certain payments under the Systematic Withdrawal Plan (which is discussed
below).

SIMPLY SPEAKING . . .

OFFERING PRICE OF FUND SHARES
The offering price of Investor Shares is the NAV next calculated after we
receive your request, plus the front-end sales load. The offering price of
Flex Shares is simply the next calculated NAV.

SELLING FUND SHARES
HOW TO SELL YOUR FUND SHARES
You may sell (sometimes called "redeem") your shares on any Business Day by
contacting us directly by mail or telephone. You may also sell your shares by
contacting your financial institution by mail or telephone. To sell your shares
by telephone, the amount of your sale must be at least $1,000. If you would like
to sell $25,000 or more of your shares, please notify us in writing and include
a signature guarantee (a notarized signature is not sufficient). The sale price
of each share will be the next NAV determined after we receive your request
less, in the case of Flex Shares, any applicable deferred sales charge.

SIMPLY SPEAKING . . .

TELEPHONE TRANSACTIONS
Purchasing, selling and exchanging Fund shares over the telephone is extremely
convenient, but not without risk. Although we have certain safeguards and
procedures to confirm the identity of callers and the authenticity of
instructions, we 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 us over the telephone, you will
generally bear the risk of any loss.

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

RECEIVING YOUR MONEY
Normally, we will send your sale proceeds within five Business Days after we
receive your request. Your proceeds can be wired to your bank account (subject
to a $7.00 fee) or sent to you by check. If you recently purchased your shares
by check or through ACH, redemption proceeds may not be available until your
check has cleared (which may take up to 15 Business Days).

PURCHASING, SELLING AND EXCHANGING FUND SHARES

redeemed in kind, you would probably have to pay brokerage costs to sell the
securities distributed to you, as well as taxes on any capital gains from the
sale as with any redemption.

INVOLUNTARY SALES OF YOUR SHARES
If your account balance drops below the required minimum, $2,000 for Investor
Shares and $10,000 for Flex Shares, you may be required to sell your shares. You
will always be given at least 60 days' written notice to give you time to add to
your account and avoid selling your shares.

EXCHANGING FUND SHARES
HOW TO EXCHANGE YOUR SHARES
You may exchange your shares on any Business Day by contacting us directly by
mail or telephone. You may also exchange shares through your financial
institution by mail or telephone. Exchange requests must be for an amount of at
least $1,000. You may exchange your shares up to four times during a calendar
year. If you exchange your shares more than four times during a year, you may be
charged a $10.00 fee for each additional exchange. You will be notified before
any fee is charged. If you recently purchased shares by check or through ACH,
you may not be able to exchange your shares until your check has cleared (which
may take up to 15 Business Days). This exchange privilege may be changed or
canceled at any time upon 60 days' notice.

SIMPLY SPEAKING . . .

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

INVESTOR SHARES
You may exchange Investor Shares of any Fund for Investor Shares of any other
Fund. If you exchange shares that you purchased without a sales charge or with a
lower sales charge into a Fund with a sales charge or with a higher sales
charge, the exchange is subject to an incremental sales charge (e.g., the
difference between the lower and higher applicable sales charges). If you
exchange shares into a Fund with the same, lower or no sales charge there is no
incremental sales charge for the exchange.

FLEX SHARES
You may exchange Flex Shares of any Fund for Flex Shares of any other Fund, or
for Investor Shares of the Money Market Funds. No contingent deferred sales
charge is imposed on redemptions of Money Market Funds shares you acquire in an
exchange, provided you hold your shares for at least one year from your initial
purchase. If you exchange Flex Shares for Investor Shares of a Money Market
Fund, you may only exchange those Money Market Fund Investor Shares for Flex
Shares.
<PAGE>
PROSPECTUS 29

HISTORICAL FINANCIAL INFORMATION

FINANCIAL HIGHLIGHTS

The tables that follow present performance information about Investor and Flex
Shares of the Funds. This information is intended to help you understand each
Fund's financial performance for the past five years, or, if shorter, the period
of the Fund's operations. Some of this information reflects financial
information for a single Fund share. The total returns in the table represent
the rate that you would have earned (or lost) on an investment in a Fund,
assuming you reinvested all of your dividends and distributions. As of May 31,
1998, the Growth and Income, Maryland Municipal Bond, Small Cap Growth Stock,
Tax-Free Money Market, Virginia Intermediate Municipal Bond and Virginia
Municipal Bond Funds had not commenced operations.

This information has been audited by Arthur Andersen LLP, independent public
accountants. Their report, along with each Fund's financial statements, appears
in the annual report that accompanies our Statement of Additional Information.
You can obtain our annual report, which contains more performance information,
at no charge by calling 1-800-874-4700.

SIMPLY SPEAKING . . .

FINANCIAL HIGHLIGHTS
Study these tables to see how each Fund performed since it began investment
operations.
<TABLE>
<CAPTION>
NET
REALIZED
AND
UNREALIZED DISTRIBUTIONS
NET ASSET NET GAINS DISTRIBUTIONS FROM
VALUE INVESTMENT (LOSSES) FROM NET REALIZED NET ASSET
BEGINNING INCOME ON INVESTMENT CAPITAL VALUE END TOTAL
OF PERIOD (LOSS) INVESTMENTS INCOME GAINS OF PERIOD RETURN (A)
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
- -------------------------
CAPITAL APPRECIATION FUND(1)
- -------------------------
Investor Shares
1998........................... $15.06 $(0.01) $ 3.95 $ -- $(2.57) $16.43 28.71%
1997........................... 14.89 0.03 3.10 (0.02) (2.94) 15.06 23.74
1996........................... 12.17 0.03 3.32 (0.04) (0.59) 14.89 28.18
1995........................... 11.98 0.09 0.57 (0.07) (0.40) 12.17 5.93
1994........................... 11.93 0.09 0.31 (0.09) (0.26) 11.98 3.26
Flex Shares
1998........................... $14.96 $(0.04) $ 3.87 $ -- $(2.57) $16.22 28.12%
1997........................... 14.84 (0.01) 3.07 -- (2.94) 14.96 23.24
1996(2)........................ 12.20 0.02 3.26 (0.05) (0.59) 14.84 27.48*
- ----------------------------
INVESTMENT GRADE BOND FUND
- ----------------------------
Investor Shares
1998........................... $10.16 $ 0.55 $ 0.49 $(0.55) $ -- $10.65 10.49%
1997........................... 10.06 0.56 0.10 (0.56) -- 10.16 6.66
1996........................... 10.26 0.56 (0.20) (0.56) -- 10.06 3.50
1995........................... 9.89 0.57 0.38 (0.58) -- 10.26 10.04
1994........................... 10.44 0.46 (0.35) (0.46) (0.20) 9.89 0.86
- ---------------------------------
PRIME QUALITY MONEY MARKET FUND
- ---------------------------------
Investor Shares
1998........................... $ 1.00 $ 0.05 $ -- $(0.05) $ -- $ 1.00 5.04%
1997........................... 1.00 0.05 -- (0.05) -- 1.00 4.84
1996........................... 1.00 0.05 -- (0.05) -- 1.00 5.08
1995........................... 1.00 0.05 -- (0.05) -- 1.00 4.62
1994........................... 1.00 0.03 -- (0.03) -- 1.00 2.71
- -------------------------------
U.S. GOVERNMENT SECURITIES FUND
- -------------------------------
Flex Shares
1998........................... $10.02 $ 0.52 $ 0.44 $(0.52) $ -- $10.46 9.78%
1997........................... 9.91 0.53 0.11 (0.53) -- 10.02 6.57
1996(3)........................ 10.31 0.52 (0.37) (0.52) (0.03) 9.91 1.42*

<CAPTION>
RATIO OF NET
RATIO OF RATIO OF INVESTMENT
NET EXPENSES TO INCOME (LOSS)
INVESTMENT AVERAGE NET TO AVERAGE NET
RATIO OF INCOME ASSETS ASSETS
NET ASSETS EXPENSES TO (LOSS) TO (EXCLUDING (EXCLUDING PORTFOLIO
END OF AVERAGE NET AVERAGE WAIVERS AND WAIVERS AND TURNOVER
PERIOD (000) ASSETS NET ASSETS REIMBURSEMENTS) REIMBURSEMENTS) RATE
------------ ------------ ---------- -------------- -------------- --------
<S> <C> <C> <C> <C> <C> <C>
- -------------------------
CAPITAL APPRECIATION FUND(1)
- -------------------------
Investor Shares
1998........................... $271,044 1.81% (0.03%) 2.01% (0.23%) 194%
1997........................... 218,660 1.80 0.19 2.02 (0.03) 141
1996........................... 191,078 1.80 0.24 2.08 (0.04) 156
1995........................... 160,875 1.80 0.73 2.10 0.43 128
1994........................... 170,795 1.80 0.64 2.11 0.33 124
Flex Shares
1998........................... $106,670 2.26% (0.46%) 2.37% (0.57%) 194%
1997........................... 36,753 2.27 (0.29) 2.43 (0.45) 141
1996(2)........................ 10,969 2.27* (0.29)* 2.68* (0.70)* 156
- ----------------------------
INVESTMENT GRADE BOND FUND
- ----------------------------
Investor Shares
1998........................... $ 33,269 1.14% 5.29% 1.38% 5.05% 109%
1997........................... 33,165 1.15 5.48 1.41 5.22 298
1996........................... 36,155 1.15 5.40 1.44 5.11 184
1995........................... 33,772 1.15 5.79 1.49 5.45 238
1994........................... 35,775 1.14 4.39 1.41 4.12 259
- ---------------------------------
PRIME QUALITY MONEY MARKET FUND
- ---------------------------------
Investor Shares
1998........................... $411,821 0.76% 4.93% 0.98% 4.71%
1997........................... 283,544 0.75 4.74 0.97 4.52
1996........................... 215,696 0.75 4.94 1.00 4.69
1995........................... 157,616 0.75 4.55 1.01 4.29
1994........................... 129,415 0.75 2.67 0.99 2.43
- -------------------------------
U.S. GOVERNMENT SECURITIES FUND
- -------------------------------
Flex Shares
1998........................... $ 4,022 1.67% 5.02% 2.32% 4.37% 14%
1997........................... 2,801 1.66 5.26 2.42 4.50 21
1996(3)........................ 2,826 1.66* 5.18* 2.86* 3.98* 83
</TABLE>

* Annualized.
(1) Formerly the Capital Growth Fund.
(2) Commenced operations on June 1, 1995.
(3) Commenced operations on June 9, 1994.
<PAGE>
30 PROSPECTUS

HOW FUND SHARES ARE DISTRIBUTED

DISTRIBUTION OF FUND SHARES

Each Fund has adopted a distribution plan that allows the Fund to pay
distribution and service fees for the sale and distribution of its shares, and
for services provided to shareholders. Because these fees are paid out of a
Fund's assets continuously, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges. For
Investor Shares, maximum distribution fees, as a percentage of average daily net
assets, are as follows:

<TABLE>
<S> <C>
Capital Appreciation Fund .68%
Growth and Income Fund .25%
Investment Grade Bond Fund .43%
Prime Quality Money Market Fund .20%
Tax-Free Money Market Fund .40%
Virginia Intermediate Municipal Bond
Fund .15%
</TABLE>

For Flex Shares, the maximum distribution fee is 1.00% of the average daily net
assets of each Fund.
<PAGE>
PROSPECTUS 31

OTHER INFORMATION

DIVIDENDS AND DISTRIBUTIONS

Each Equity Fund distributes its income quarterly. Each Bond and Money Market
Fund distributes its income monthly. The Funds make distributions of capital
gains, if any, at least annually. 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 us 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 us written notice.

SIMPLY SPEAKING . . .

THE "RECORD DATE"
If you own Fund shares on a Fund's record date, you will be entitled to
receive the distribution.

TAXES

MORE INFORMATION ABOUT TAXES IS IN OUR STATEMENT OF ADDITIONAL INFORMATION.

SIMPLY SPEAKING . . .

FUND DISTRIBUTIONS
Distributions you receive from a Fund may be taxable whether or not you
reinvest them.
<PAGE>
32 PROSPECTUS

HOW TO OBTAIN MORE INFORMATION

INVESTMENT ADVISORS

STI Capital Management, N.A.
Trusco Capital Management, Inc.

DISTRIBUTOR

SEI Investments Distribution Co.

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP

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

ANNUAL AND SEMIANNUAL REPORTS
These reports list the Funds' holdings and contain information from the Funds'
managers about fund strategies, and recent market conditions and trends.

TO OBTAIN MORE INFORMATION:

BY TELEPHONE:
Call 1-800-874-4770

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

BY INTERNET:
http://www.suntrust.com

CLASSIC INSTITUTIONAL
CASH MANAGEMENT
MONEY MARKET FUND

CLASSIC INSTITUTIONAL
U.S. GOVERNMENT SECURITIES
MONEY MARKET FUND
(AVAILABLE FOR PURCHASE ON
MAY 24, 1999)

INVESTMENT ADVISOR
TRUSCO CAPITAL MANAGEMENT, INC.
OCTOBER 1, 1998
(AS SUPPLEMENTED APRIL 1, 1999)

[LOGO]

005
<PAGE>
CLASSIC INSTITUTIONAL CASH MANAGEMENT MONEY MARKET FUND
CLASSIC INSTITUTIONAL U.S. GOVERNMENT SECURITIES
MONEY MARKET FUND

INVESTMENT ADVISOR TO THE FUNDS:
TRUSCO CAPITAL MANAGEMENT, INC.

The STI Classic Funds (the "Trust") is a mutual fund that offers shares in a
number of separate investment portfolios. This Prospectus sets forth concisely
the information about the Shares of the Classic Institutional Cash Management
Money Market Fund and the Classic Institutional U.S. Government Securities Money
Market Fund (each a "Fund" and, together, the "Classic Institutional Money
Market Funds"). Investors are advised to read this Prospectus and retain it for
future reference.

A Statement of Additional Information relating to the Funds dated the same
date as this Prospectus has been filed with the Securities and Exchange
Commission and is available without charge through the Distributor, SEI
Investments Distribution Co., Oaks, Pennsylvania 19456 or by calling
1-800-874-4770. The Statement of Additional Information is incorporated into
this Prospectus by reference.

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

AN INVESTMENT IN A MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT A MONEY MARKET FUND WILL BE
ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

THE TRUST'S SHARES ARE NOT SPONSORED, ENDORSED, OR GUARANTEED BY, AND DO NOT
CONSTITUTE OBLIGATIONS OR DEPOSITS OF, THE ADVISOR OR ANY OF ITS AFFILIATES OR
CORRESPONDENTS INCLUDING SUNTRUST BANKS, INC., ARE NOT GUARANTEED OR INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY
OTHER GOVERNMENTAL AGENCY, AND INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE
LOSS OF THE PRINCIPAL AMOUNT INVESTED.

OCTOBER 1, 1998
(AS SUPPLEMENTED APRIL 1, 1999)
<PAGE>
2

(THIS PAGE INTENTIONALLY LEFT BLANK)
<PAGE>
3

No person has been authorized to give any information or to make any
representations not contained in this Prospectus, or in the Trust's Statement of
Additional Information in connection with the offering made by this Prospectus
and, if given or made, such information or representations must not be relied
upon as having been authorized by the Trust or SEI Investments Distribution Co.
(the "Distributor"). This Prospectus does not constitute an offering by the
Trust or by the Distributor in any jurisdiction in which such offering may not
lawfully be made.

Shares of the Classic Institutional Money Market Funds are offered primarily to
various types of institutional investors ("Shareholders"), including SunTrust
Banks, Inc. and its affiliates and correspondents, for the investment of funds
for which they act in a fiduciary, agency, investment advisory or custodial
capacity.

TABLE OF CONTENTS

<TABLE>
<S> <C>
Expense Summary...................... 4
Financial Highlights................. 5
The Trust............................ 6
Funds and Investment Objectives...... 6
Investment Policies and Strategies... 6
General Investment Policies and
Strategies.......................... 7
Investment Risks..................... 7
Investment Limitations............... 8
Performance Information.............. 9
Purchase of Fund Shares.............. 9
Redemption of Fund Shares............ 10
Dividends and Distributions.......... 10
Tax Information...................... 11
STI Classic Funds Information........ 12
The Trust............................ 12
Board of Trustees.................... 12
Investment Advisor................... 12
Banking Laws......................... 13
Distribution......................... 13
Administration....................... 14
Transfer Agent and Dividend
Disbursing Agent.................... 14
Custodian............................ 14
Legal Counsel........................ 14
Independent Public Accountants....... 14
Other Information.................... 14
Voting Rights........................ 14
Reporting............................ 15
Shareholder Inquiries................ 15
Description of Permitted
Investments......................... 15
Appendix............................. A-1
</TABLE>
<PAGE>
4

EXPENSE SUMMARY

Below is a summary of the annual operating expenses for shares of each Classic
Institutional Money Market Fund. A hypothetical example based on the summary is
also shown. Actual expenses may vary.

ANNUAL OPERATING EXPENSES
(as a percentage of average net assets)

<TABLE>
<CAPTION>
CLASSIC CLASSIC INSTITUTIONAL
INSTITUTIONAL U.S. GOVERNMENT
CASH MANAGEMENT SECURITIES
MONEY MARKET FUND MONEY MARKET FUND
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------------
Management Fees (after voluntary reductions)(1)............. .11% .17%
All Other Expenses (after voluntary reductions)(2).......... .09% .08%
- ----------------------------------------------------------------------------------------------------------
Total Operating Expenses (after voluntary reductions)(3).... .20% .25%
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
</TABLE>

(1) The Advisor is waiving, on a voluntary basis, a portion of its fee from each
Fund. The Advisor reserves the right to terminate its waiver at any time in
its sole discretion. Absent such waivers and reimbursements, Advisory Fees
for the Funds would be as follows: Classic Institutional Cash Management
Money Market Fund--.20%, Classic Institutional U.S. Government Securities
Money Market Fund--.20%. See "Investment Advisors." A person that purchases
shares through an account with a financial institution may be charged
separate fees by the financial institution.

(2) The Administrator is waiving, on a voluntary basis, a portion of its fee
from each Fund. The Administrator reserves the right to terminate its waiver
at any time in its sole discretion. Absent such waivers and reimbursements,
Other Expenses for the Funds would be as follows: Classic Institutional Cash
Management Money Market Fund--.11%, Classic Institutional U.S. Government
Securities Money Market Fund--.10%.

(3) Absent the voluntary waivers described above, Total Operating Expenses for
the Funds would be as follows: Classic Institutional Cash Management Money
Market Fund--.31%, Classic Institutional U.S. Government Securities Money
Market Fund--.30%.

<TABLE>
<CAPTION>
CLASSIC INSTITUTIONAL CLASSIC INSTITUTIONAL
CASH MANAGEMENT U.S. GOVERNMENT SECURITIES
MONEY MARKET FUND MONEY MARKET FUND
<S> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------
An investor would pay the following expenses on a $1,000 investment
assuming: (1) a 5% annual return and (2) redemption at the end of
each time period:
One Year....................................................... $ 2 $ 3
Three Years.................................................... 6 8
Five Years..................................................... 11
Ten Years...................................................... 26
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

THE INFORMATION CONTAINED IN THIS TABLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR
LESS THAN THOSE SHOWN. The purpose of this table is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in the Trust.
<PAGE>
5

FINANCIAL HIGHLIGHTS

The table that follows presents information about the investment results of the
Classic Institutional Cash Management Money Market Fund. The financial
highlights for the Fund for the periods from inception through May 31, 1998 have
been audited by Arthur Andersen LLP, independent public accountants, whose
report appears in STI Classic Fund's annual report and accompanies the Statement
of Additional Information. The annual report for the Fund, which contains more
information about performance, is available at no charge by calling
1-800-874-4770. The Classic Institutional U.S. Government Securities Money
Market Fund had not commenced operations as of May 31, 1998.

For the Period From Inception Through May 31, 1998

For a Share Outstanding Throughout the Period
<TABLE>
<CAPTION>
NET ASSET NET NET REALIZED DISTRIBUTIONS DISTRIBUTIONS
VALUE BE- INVEST- GAINS FROM NET IN- FROM REAL- NET ASSET
GINNING MENT IN- (LOSSES) ON VESTMENT IN- IZED CAPITAL VALUE END TOTAL
OF PERIOD COME INVESTMENTS COME GAINS OF PERIOD RETURN
--------- ---------- ------------ ------------- ------------- --------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
---------------------------------------------------------
CLASSIC INSTITUTIONAL CASH MANAGEMENT MONEY MARKET FUND
---------------------------------------------------------
Institutional Shares
1998................. $ 1.00 $ 0.05 $ -- $ (0.05) $ -- $ 1.00 5.63%
1997(A).............. 1.00 0.02 -- (0.02) -- 1.00 2.51*

<CAPTION>
RATIO OF RATIO OF EX- RATIO OF NET
NET PENSES TO AVER- INVESTMENT
RATIO OF INVEST- AGE NET ASSETS INCOME TO
EXPENSES MENT IN- (EXCLUDING AVERAGE NET
NET ASSETS TO AVERAGE COME TO WAIVERS AND ASSETS (EXCLUD-
END OF PERI- NET AS- AVERAGE REIM- ING WAIVERS AND
OD (000) SETS NET ASSETS BURSEMENTS) REIMBURSEMENTS)
------------ ---------- ---------- --------------- ---------------
<S> <C> <C> <C> <C> <C>

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

CLASSIC INSTITUTIONAL CASH MANAGEMENT MONEY MARKET FUND
---------------------------------------------------------
Institutional Shares
1998................. $ 374,802 0.16% 5.49% 0.30% 5.35%
1997(A).............. 395,673 0.06 5.49 0.52 5.03
</TABLE>

(A) Commenced operations on December 12, 1996.
* Total return is for the period indicated and has not been annualized.
<PAGE>
6

THE TRUST

STI CLASSIC FUNDS (the "Trust") is a diversified, open-end management investment
company that provides a convenient and economical means of investing in several
professionally managed portfolios of securities. The Trust currently offers
units of beneficial interest ("shares") in a number of separate Funds. This
Prospectus relates to the Classic Institutional Money Market Funds described
below.

FUNDS AND INVESTMENT OBJECTIVES

THE CLASSIC INSTITUTIONAL CASH MANAGEMENT MONEY MARKET FUND seeks to provide as
high a level of current income as is consistent with preservation of capital and
liquidity by investing exclusively in high quality money market instruments
issued by corporations and the U.S. Government.

THE CLASSIC INSTITUTIONAL U.S. GOVERNMENT SECURITIES MONEY MARKET FUND seeks to
provide high current income consistent with preservation of capital and the
maintenance of liquidity.

It is a fundamental policy of each Classic Institutional Money Market Fund to
use its best efforts to maintain a constant net asset value of $1.00 per share.
There can be no assurance that either Fund will achieve its investment objective
or maintain a net asset value of $1.00 per share on a continuous basis.

Each Classic Institutional Money Market Fund intends to comply with federal
regulations applicable to money market funds using the amortized cost method for
calculating net asset value, which require each Fund to invest only in U.S.
dollar denominated obligations, to maintain an average maturity on a dollar-
weighted basis of 90 days or less and to acquire eligible securities that
present minimal credit risk and have a maturity of 397 days or less.

INVESTMENT POLICIES AND STRATEGIES
CLASSIC INSTITUTIONAL CASH MANAGEMENT MONEY MARKET FUND

The Classic Institutional Cash Management Money Market Fund will invest in money
market instruments denominated in U.S. dollars consisting of: (i) U.S. Treasury
obligations; (ii) receipts; (iii) obligations issued or guaranteed as to
principal and interest by agencies and instrumentalities of the U.S. Government;
(iv) commercial paper issued by domestic and foreign issuers rated in the
highest short-term rating category by one or more nationally recognized
statistical rating organizations (an "NRSRO") as described in the "Appendix" or,
if not rated, determined by the Advisor to be of comparable quality; (v) high
quality obligations (including certificates of deposit, time deposits, bankers'
acceptances, Eurodollar and Yankee bank obligations) of U.S. commercial banks
(including foreign branches of such banks), and U.S. and London branches of
foreign banks or savings and loan and thrift institutions that are members of
the Federal Reserve System, the Federal Deposit Insurance Corporation, or
savings and loan associations; (vi) high quality short-term corporate
obligations issued by companies with commercial paper meeting the ratings
indicated in (iv) above, or, if not rated, determined by the Advisor to be of
comparable quality; (vii) repurchase agreements involving such obligations;
(viii) high quality obligations of supranational entities satisfying the credit
ratings described in (iv) above, or, if not rated, determined by the Advisor to
be of comparable quality; (ix) high quality medium term notes;
<PAGE>
7
(x) municipal securities; (xi) mortgage-backed securities and (xii) asset-backed
securities. The Fund may not invest more than 25% of its total assets in
obligations issued by foreign branches of U.S. banks and London branches of
foreign banks. The Fund may purchase securities subject to standby commitments.
The Fund may also purchase restricted securities. As a money market fund, the
Fund is subject to limitations on the percentage of its assets that may be
invested in any one issuer and on the percentage that may be invested in
securities carrying the second highest rating assigned by the requisite NRSROs.

CLASSIC INSTITUTIONAL U.S. GOVERNMENT SECURITIES MONEY MARKET FUND

The Classic U.S. Government Securities Money Market Fund will invest solely in
(i) U.S. Treasury Obligations; (ii) obligations issued or guaranteed as to
principal and interest by agencies or instrumentalities of the U.S. Government;
(iii) repurchase agreements involving and of the foregoing obligations; and (iv)
shares of registered money market funds that invest in the foregoing.

GENERAL INVESTMENT POLICIES AND STRATEGIES

In the event that a security owned by a Fund is downgraded below the stated
rating categories, the Advisor will review and take appropriate action with
regard to the security.

Each of the Funds may engage in securities lending and will limit such practice
to 33 1/3% of its total assets. No Fund may purchase additional securities while
its outstanding borrowings exceed 5% of its assets.

It is a non-fundamental policy of each Fund to invest no more than 10% of its
net assets in illiquid securities. An illiquid security is a security which
cannot be disposed of in the usual course of business within seven days at a
price approximating its carrying value. Rule 144A securities and Section 4(2)
commercial paper that meet the criteria established by the Board of Trustees of
the Trust may be considered liquid.

For additional information regarding permitted investments, see "Description of
Permitted Investments" in this Prospectus and in the Statement of Additional
Information.

INVESTMENT RISKS
FOREIGN SECURITIES

Investing in the securities of foreign companies involves special risks and
considerations not typically associated with investing in U.S. companies. These
risks and considerations include differences in accounting, auditing and
financial reporting standards, generally higher commission rates on foreign
portfolio transactions, the possibility of expropriation or confiscatory
taxation, adverse changes in investment or exchange control regulations,
political instability which could affect U.S. investment in foreign countries
and potential restrictions of the flow of international capital and currencies.
Foreign companies may also be subject to less government regulation than U.S.
companies. Moreover, the dividends payable on the foreign securities may be
subject to foreign withholding taxes, thus reducing the net amount of income
available for distribution to the Fund's Shareholders. Foreign securities often
trade with less frequency and volume than domestic securities and, therefore,
may exhibit greater price volatility.
<PAGE>
8

GOVERNMENT SECURITIES

Guarantees of a Fund's securities by the U.S. Government, its agencies or
instrumentalities guarantee only the payment of principal and interest on the
guaranteed securities, and do not guarantee the securities' yield or value or
the yield or value of a Fund's shares.

MORTGAGE-BACKED SECURITIES

Mortgage-backed securities are subject to the risk of prepayment of the
underlying mortgages. During periods of declining interest rates, prepayment of
mortgages underlying these securities can be expected to accelerate. When the
mortgage-backed securities held by a Fund are prepaid, the Fund generally will
reinvest the proceeds in securities with a yield that reflects prevailing
interest rates, which may be lower than the prepaid security.

ZERO COUPON OBLIGATIONS

Each Fund may invest, subject to its investment objective and policies, in zero
coupon obligations. Zero coupon obligations are sold at original issue discount
and do not make periodic payments. Zero coupon obligations may be subject to
greater fluctuations in value due to interest rate changes than interest bearing
obligations. A Fund will be required to include the imputed interest in zero
coupon obligations in its current income. Because each Fund distributes all of
its net investment income to Shareholders, the Fund may have to sell portfolio
securities to distribute the income attributable to these obligations and
securities at a time when the Advisor would not have chosen to sell such
obligations or securities.

INVESTMENT LIMITATIONS

The following investment limitations constitute fundamental policies of each
Fund. Fundamental policies cannot be changed with respect to a Fund without the
consent of the holders of a majority of the 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.

Each Fund may not:

1. 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 assets in "first tier" securities of a single
issuer for a period of up to three business days.

2. 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, its agencies and instrumentalities, repurchase agreements
involving such securities and, with respect to only the Classic Institutional
Cash Management Money Market Fund, obligations issued by domestic branches of
U.S. banks or U.S. branches of foreign banks subject to the same regulations as
U.S. banks. For purposes of this limitation, (i) utility companies will be
divided according to their services, for example, gas, gas transmission,
electric and telephone will each be considered
<PAGE>
9
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.

The foregoing percentages will apply at the time of the purchase of a security.

Additional investment limitations are set forth in the Statement of Additional
Information.

PERFORMANCE INFORMATION

From time to time each Classic Institutional Money Market Fund may advertise its
"current yield" and "effective yield." Both yield figures are based on
historical earnings and are not intended to indicate future performance. The
"current yield" of a Fund refers to the income generated by an investment in the
Fund over a seven-day period (which period will be stated in the advertisement).
This income is then "annualized." That is, the amount of income generated by the
investment during that week is assumed to be generated each week over a 52-week
period and is shown as a percentage of the investment. The "effective yield" is
calculated similarly but, when annualized, the income earned by an investment in
a Fund is assumed to be reinvested. The "effective yield" will be slightly
higher than the "current yield" because of the compounding effect of this
assumed reinvestment.

PURCHASE OF FUND SHARES

Shares of the Fund are sold primarily to various types of institutional
investors, including subsidiaries of SunTrust Banks, Inc. ("SunTrust"), for the
investment of funds for which they act in a fiduciary, agency, investment
advisory or custodial capacity. Shares are sold without a sales charge, although
the institutional investors may charge their customer accounts for services
provided in connection with the purchase of shares. The minimum initial
investment is $10,000,000. Institutional investors may impose an earlier cut-off
time for receipt of purchase orders directed through them to allow for
processing and transmittal of the reorders to Federated Services Company (the
"Transfer Agent") for effectiveness the same day. Information concerning these
services and any charges will be provided to customers by the institutional
investors. Shares will be held of record by the institutional investors,
although customers may have or be given the right to vote the shares depending
upon the terms of their relationship with the institutional investor.
Confirmations of share purchases and redemptions will be sent to the
institutional investor as the shareholder of record.

Shares may be purchased on days on which the New York Stock Exchange is open for
business (a "Business Day"). However, shares cannot be purchased or redeemed for
same day settlement on days the Federal Reserve is closed.

Purchase orders for the Funds will be effective as of the Business Day received
by the Transfer Agent and eligible to receive dividends declared the same day if
the Transfer Agent receives the order before 1:00 p.m. Eastern time, and the
Custodian receives federal funds before 4:00 p.m. Eastern time on such day.
Otherwise, purchase orders for the Funds will be effective the next Business Day
provided the Custodian receives readily available funds before 4:00 p.m. Eastern
time on the next such Business Day. The purchase price is the net asset value
per share next computed after the order is received and accepted by the Trust.
The net asset value per share is calculated as
<PAGE>
10
of the regularly scheduled close of normal trading on the New York Stock
Exchange (currently 4:00 p.m. Eastern time) each Business Day based on the
amortized cost method described in the Statement of Additional Information and
is expected to remain constant at $1.00 per share.

The Trust reserves the right to reject a purchase order when the Distributor
determines that it is not in the best interest of the Trust and/or
Shareholder(s).

Neither the Trust's Transfer Agent nor the Trust will be responsible for any
loss, liability, cost or expense for acting upon telephone or wire instructions
reasonably believed to be genuine. The Trust maintains procedures, including
identification methods and other means, for ascertaining the identity of callers
and authenticity of instructions.

REDEMPTION OF FUND SHARES

An order to redeem shares must be transmitted to the Transfer Agent by the
institutional investor as the record owner of shares. Institutional investors
may establish procedures for their customers to request redemption of shares
held in their account with the institutional investor. Customers should contact
their institutional investor for information concerning these procedures.

Redemption orders must be received by the Transfer Agent on a Business Day
before 1:00 p.m. Eastern time. Redemption orders received after the time noted
above will be executed the following day. The Trust reserves the right to wire
redemption proceeds within five Business Days after receiving the redemption
orders if, in the judgment of the Advisor, an earlier payment could adversely
impact a Fund.

The Trust intends to pay cash for all shares redeemed, but under abnormal
conditions which make payment in cash unwise, payment may be made wholly or
partly in liquid portfolio securities with a market value equal to the
redemption price. In such circumstances, an investor may incur brokerage costs
in converting such securities to cash.

DIVIDENDS AND DISTRIBUTIONS

Dividends from net investment income (exclusive of capital gains) of each of the
Classic Institutional Money Market Funds are declared on each Business Day to
Shareholders at the close of business on the day of declaration. Net income for
dividend purposes consists of: (i) interest accrued and original issue discount
earned on the Fund's assets, (ii) plus the amortization of market discount and
minus the amortization of market premium on such assets, (iii) less accrued
expenses directly attributable to the Fund and the general expenses of the Trust
prorated to the Fund on the basis of its relative net assets. Shares begin
earning dividends on the Business Day the purchase order is effective and
continue earning dividends through and including the Business Day before the
redemption order is effective. Dividends are paid within ten Business Days after
the end of each month in the form of additional shares of the same Fund unless
the Shareholder has elected prior to the date of distribution to receive payment
in cash. Such election, or any revocation thereof, must be made in writing at
least 15 days prior to the date of distribution to the Transfer Agent and will
become effective with respect to dividends paid after its receipt. Dividends are
paid within ten Business Days after a Shareholder's complete redemption of its
shares in a Fund.
<PAGE>
11

TAX INFORMATION

The following summary of federal income tax consequences is based on current tax
laws and regulations, which may be changed by legislative, judicial or
administrative action. No attempt has been made to present a detailed
explanation of the federal, state, or local income tax treatment of each Fund or
its Shareholders. Accordingly, Shareholders are urged to consult their tax
advisors regarding specific questions as to federal, state and local income
taxes.

TAX STATUS OF EACH FUND

Each Fund is treated as a separate entity for federal tax purposes, and is not
combined with the Trust's other Funds. Each Fund intends to qualify for the
special tax treatment afforded regulated investment companies by the Internal
Revenue Code of 1986, as amended (the "Code"), so that it will be relieved of
federal income tax on that part of its net investment income and net capital
gains (the excess of long-term capital gains over net short-term capital loss)
which is distributed to Shareholders. 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.

TAX STATUS OF DISTRIBUTIONS

The Classic Institutional Money Market Funds will each distribute all of their
net investment income (including, for this purpose, net short-term capital
gains) to Shareholders. Dividends from net investment income will be taxable to
Shareholders as ordinary income whether received in cash or in additional
shares. Each Fund will make annual reports to Shareholders of the federal income
tax status of all distributions. Dividends declared by a Fund in October,
November or December of any year and payable to Shareholders of record on a date
in that month will be deemed to have been paid by the Fund and received by the
Shareholders on December 31, of that year, if paid by the Fund any time during
the following January.

Income received on direct U.S. obligations is exempt from tax at the state level
when received directly by a Fund and may be exempt, depending on the state, when
received by a Shareholder provided certain state specific conditions are
satisfied. Not all states permit such income dividends to be tax-exempt and some
require that a certain minimum percentage of an investment company's income be
derived from state tax-exempt interest. Each Fund will inform Shareholders
annually of the percentage of income and distributions derived from direct U.S.
obligations. Shareholders should consult their tax advisors to determine whether
any portion of the income dividends received from a Fund is considered tax
exempt in their particular states.

A sale, exchange or redemption of Fund shares is a taxable event to the
Shareholder.

STI CLASSIC FUNDS INFORMATION
THE TRUST

The Trust was organized as a Massachusetts business trust under a Declaration of
Trust dated January 15, 1992. The Declaration of Trust permits the Trust to
offer separate portfolios of shares and different classes of each Fund. All
consideration received by the Trust for shares of any Fund and all assets of
such Fund belong to that Fund and would be subject to liabilities related
thereto.

The Trust pays its expenses, including fees of its service providers, audit and
legal expenses,
<PAGE>
12
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.

BOARD OF TRUSTEES

The management and affairs of the Trust are supervised by the Trustees under the
laws governing business trusts in the Commonwealth of Massachusetts. The
Trustees have approved contracts under which, as described below, certain
companies provide essential management services to the Trust.

INVESTMENT ADVISOR

Trusco Capital Management, Inc. ("Trusco") serves as the Advisor to the
Institutional Money Market Funds. As of December 31, 1998, Trusco had
approximately $23 billion in assets under management. The principal business
address of Trusco is 50 Hurt Plaza, Suite 1400, Atlanta, Georgia 30303.

The Advisor is an indirect wholly-owned subsidiary of SunTrust Banks, Inc.
("SunTrust"), a southeastern regional bank holding company with assets of $76
billion as of June 30, 1998. SunTrust ranks among the twenty largest U.S.
banking companies. Its three principal subsidiaries, SunTrust Banks of Florida,
Inc., SunTrust Banks of Georgia, Inc. and SunTrust Banks of Tennessee, Inc.,
provide a wide range of personal and corporate banking, trust, and investment
services through more than 600 locations in the three-state area. Total
discretionary assets under management with SunTrust Banks, Inc. equalled
approximately $90 billion as of December 31, 1998.

The Trust and the Advisor have entered into an advisory agreement (the "Advisory
Agreement"). Under the Advisory Agreement, the Advisor makes the investment
decisions for the assets of the Funds and continuously reviews, supervises and
administers each Fund's investment program. The Advisor discharges its
responsibilities subject to the supervision of, and policies established by, the
Trustees of the Trust. STI CLASSIC FUNDS ARE NOT DEPOSITS, ARE NOT INSURED OR
GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY, AND ARE NOT ENDORSED OR
GUARANTEED BY AND DO NOT CONSTITUTE OBLIGATIONS OF SUNTRUST BANKS, INC. OR ANY
OF ITS AFFILIATES. INVESTMENTS IN THE FUNDS INVOLVE RISK, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL. RETURNS AND PRINCIPAL VALUES WILL FLUCTUATE AND SHARES AT
REDEMPTION MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. THERE IS NO
GUARANTEE THAT ANY STI CLASSIC FUND WILL ACHIEVE ITS INVESTMENT OBJECTIVE. With
respect to each Fund, the Advisor may execute brokerage or other agency
transactions through affiliates of the Advisor.

For the services provided and expenses incurred pursuant to the Advisory
Agreement, Trusco is entitled to receive advisory fees computed daily and paid
monthly at the annual rate of .20% of the average daily net assets of each Fund.

From time to time, the Advisor may waive (either voluntarily or pursuant to
applicable state limitations) advisory fees payable by a Fund. Currently, the
Advisor has agreed to voluntary reductions in its fees in amounts necessary to
maintain the total operating expenses at the amounts set forth in the Expense
Summary. Voluntary reductions of fees may be terminated at anytime.

For the fiscal year ended May 31, 1998, the Advisor received advisory fees
computed daily
<PAGE>
13
and paid monthly at the annual rate of .07% of the average daily net assets of
the Institutional Cash Management Money Market Fund.

BANKING LAWS

Banking laws and regulations, including the Glass-Steagall Act as presently
interpreted by the Board of Governors of the Federal Reserve System, currently
(a) prohibit a bank holding company registered under the Federal Bank Holding
Company Act of 1956 or its affiliates from sponsoring, organizing, controlling,
or distributing the shares of a registered, open-end investment company
continuously engaged in the issuance of its shares, and generally prohibit banks
from underwriting securities, but (b) do not prohibit such a bank holding
company or affiliate or banks generally from acting as an investment advisor,
transfer agent, or custodian to such an investment company or from purchasing
shares of such a company as agent for and upon the order of a customer. The
Advisor believes that it may perform the services for STI Classic Funds
contemplated by its Advisory Agreement described in this Prospectus without
violation of applicable banking laws or regulations. However, future changes in
legal requirements relating to the permissible activities of banks and their
affiliates, as well as future interpretations of present requirements, could
prevent the Advisor from continuing to perform services for the Funds. If the
Advisor was prohibited from providing services to the Funds, the Board of
Trustees would consider selecting another qualified firm. Any new investment
advisory agreements would be subject to Shareholder approval.

If current restrictions preventing a bank or its affiliates from legally
sponsoring, organizing, controlling, or distributing shares of an investment
company were relaxed, the Advisor, or its affiliates, would consider the
possibility of offering to perform additional services for STI Classic Funds. It
is not possible, of course, to predict whether or in what form such legislation
might be enacted or the terms upon which the Advisor, or such affiliates, might
offer to provide such services.

In addition, state securities laws on this issue may differ from the
interpretations of federal law expressed herein and banks and financial
institutions may be required to register as dealers pursuant to state law.

DISTRIBUTION

SEI Investments Distribution Co. (the "Distributor"), a wholly-owned subsidiary
of SEI Investments Company ("SEI Investments"), and the Trust are parties to a
distribution agreement. No compensation is paid to the Distributor for
distribution services. Shares of the Classic Institutional Money Market Funds
are offered primarily to institutional investors, including affiliates and
correspondents for the investment of funds in which they act in a fiduciary,
agency or custodial capacity.

Each Fund may execute brokerage or other agency transactions through the
Distributor for which the Distributor receives compensation.

ADMINISTRATION

SEI Investments Mutual Funds Services (the "Administrator") serves as
Administrator to the Trust. The Administrator provides the Trust with certain
administrative services, other than investment advisory services, including
regulatory reporting, all necessary office space, equipment, personnel, and
facilities.
<PAGE>
14

The Administrator is entitled to a fee, which is calculated daily and paid
monthly, at an annual rate as follows:

<TABLE>
<CAPTION>
AVERAGE AGGREGATE DAILY NET ASSETS FEE
- --------------------------------------------- ---------
<S> <C>
$1 - $1 billion .12%
over $1 billion to $5 billion .09%
over $5 billion to $8 billion .07%
over $8 billion to $10 billion .065%
over $10 billion .06%
</TABLE>

From time to time, the Administrator may voluntarily waive all or a portion of
its fee to limit the net expenses of the Funds to the amounts in the Funds'
Expense Summary.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Federated Services Company, Federated Investors Tower, Pittsburgh, Pennsylvania
15222-3779 is the transfer agent for the shares of the Trust and dividend
disbursing agent for the Trust.

CUSTODIAN

SunTrust Bank, Atlanta, c/o STI Trust & Investment Operations, Inc., 303
Peachtree Street N.E., 14th Floor, Atlanta, Georgia 30308 serves as custodian of
the assets of each Fund. The custodian holds cash, securities and other assets
of the Funds as required by the Investment Company Act of 1940.

LEGAL COUNSEL

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

INDEPENDENT PUBLIC ACCOUNTANTS

The independent public accountants to the Trust are Arthur Andersen LLP,
Philadelphia, Pennsylvania.

OTHER INFORMATION

VOTING RIGHTS

Each share held entitles the Shareholder of record to one vote. Each Fund or
class of a Fund will vote separately on matters relating solely to that Fund or
class. As a Massachusetts business trust, the Trust is not required to hold
annual meetings of Shareholders but approval will be sought for certain changes
in the operation of the Trust and for the election of Trustees under certain
circumstances. In addition, a Trustee may be removed by the remaining Trustees
or by Shareholders at a special meeting called upon written request of
Shareholders owning at least 10% of the outstanding shares of the Trust. In the
event that such a meeting is requested the Trust will provide appropriate
assistance and information to the Shareholders requesting the meeting.

REPORTING

The Trust issues unaudited financial information and audited financial
statements annually. The Trust furnishes proxy statements and other reports to
Shareholders of record.

SHAREHOLDER INQUIRIES

Shareholders may contact their financial institution's representative in order
to obtain information on account statements, procedures and other related
information.

DESCRIPTION OF PERMITTED INVESTMENTS

The following is a description of the permitted investments for the Funds.
Further discussion is contained in the Statement of Additional Information.
<PAGE>
15

ASSET-BACKED SECURITIES -- Asset-backed securities are securities secured by
non-mortgage assets such as company receivables, truck and auto loans, leases
and credit card receivables. Such securities are generally issued as
pass-through certificates, which represent undivided fractional ownership
interests in the underlying pools of assets. Such securities also may be debt
instruments, which are also known as collateralized obligations and are
generally issued as the debt of a special purpose entity, such as a trust,
organized solely for the purpose of owning such assets and issuing such debt.

Asset-backed securities are not issued or guaranteed by the U.S. Government or
its agencies or instrumentalities, however, the payment of principal and
interest on such obligations may be guaranteed up to certain amounts and for a
certain period by a letter of credit issued by a financial institution (such as
a bank or insurance company) unaffiliated with the issuers of such securities.
The purchase of asset-backed securities raises risk considerations peculiar to
the financing of the instruments underlying such securities. For example, there
is a risk that another party could acquire an interest in the obligations
superior to that of the holders of the asset-backed securities. There also is
the possibility that recoveries on repossessed collateral may not, in some
cases, be available to support payments on those securities. Asset-backed
securities entail prepayment risk, which may vary depending on the type of
asset, but is generally less than the prepayment risk associated with
mortgage-backed securities. In addition, credit card receivables are unsecured
obligations of the card holder.

The market for asset-backed securities is at a relatively early stage of
development. Accordingly, there may be a limited secondary market for such
securities.

BANKERS' ACCEPTANCES -- Bankers' acceptances are bills of exchange or time
drafts drawn on and accepted by a commercial bank. Bankers' acceptances are used
by corporations to finance the shipment and storage of goods. Maturities are
generally six months or less.

CERTIFICATES OF DEPOSIT -- Certificates of deposit are interest bearing
instruments with a specific maturity. They are issued by banks and savings and
loan institutions in exchange for the deposit of funds and normally can be
traded in the secondary market prior to maturity. Certificates of deposit with
penalties for early withdrawal will be considered illiquid.

COMMERCIAL PAPER -- Commercial paper is a term used to describe unsecured
short-term promissory notes issued by banks, municipalities, corporations and
other entities. Maturities on these issues vary from a few to 270 days.

EURODOLLAR AND YANKEE BANK OBLIGATIONS -- Eurodollar bank obligations are U.S.
dollar-denominated certificates of deposit or time deposits issued outside the
United States by foreign branches of U.S. banks or by foreign banks. Yankee bank
obligations are U.S. dollar denominated obligations issued in the United States
by foreign banks.

ILLIQUID SECURITIES -- Illiquid securities are securities that cannot be
disposed of within seven business days at approximately the price at which they
are being carried on the Fund's books. An illiquid security includes a demand
instrument with a demand notice period exceeding seven days, where there is no
secondary market for such security, and repurchase agreements with durations (or
maturities) over seven days in length.
<PAGE>
16

MEDIUM TERM NOTES -- Medium term notes are periodically or continuously offered
corporate or agency debt that differs from traditionally underwritten corporate
bonds only in the process by which they are issued.

MORTGAGE-BACKED SECURITIES -- Mortgage-backed securities are instruments that
entitle the holder to a share of all interest and principal payments from
mortgages underlying the security. The mortgages backing these securities
include conventional thirty-year fixed rate mortgages, graduated payment
mortgages, and adjustable rate mortgages. During periods of declining interest
rates, prepayment of mortgages underlying mortgage-backed securities can be
expected to accelerate. Prepayment of mortgages which underlie securities
purchased at a premium often results in capital losses, while prepayment of
mortgages purchased at a discount often results in capital gains. Because of
these unpredictable prepayment characteristics, it is often not possible to
predict accurately the average life or realized yield of a particular issue.

GOVERNMENT PASS-THROUGH SECURITIES: These are securities that are issued or
guaranteed by a U.S. Government agency representing an interest in a pool of
mortgage loans. The primary issuers or guarantors of these mortgage-backed
securities are GNMA, FNMA and FHLMC. FNMA and FHLMC obligations are not backed
by the full faith and credit of the U.S. Government as GNMA certificates are,
but FNMA and FHLMC securities are supported by the instrumentalities' right to
borrow from the U.S. Treasury. GNMA, FNMA and FHLMC each guarantees timely
distributions of interest to certificate holders. GNMA and FNMA also each
guarantees timely distributions of scheduled principal. FHLMC has in the past
guaranteed only the ultimate collection of principal of the underlying mortgage
loan; however, FHLMC now issues mortgage-backed securities (FHLMC Gold PCs)
which also guarantee timely payment of monthly principal reductions. Government
and private guarantees do not extend to the securities' value, which is likely
to vary inversely with fluctuations in interest rates.

COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS"): CMOs are debt obligations or
multiclass pass-through certificates issued by agencies or instrumentalities of
the U.S. Government or by private originators or investors in mortgage loans. In
a CMO, series of bonds or certificates are usually issued in multiple classes.
Principal and interest paid on the underlying mortgage assets may be allocated
among the several classes of a series of a CMO in a variety of ways. Each class
of a CMO, often referred to as a "tranche," is issued with a specific fixed or
floating coupon rate and has a stated maturity or final distribution date.
Principal payments on the underlying mortgage assets may cause CMOs to be
retired substantially earlier than their stated maturities or final distribution
dates, resulting in a loss of all or part of any premium paid.

REMICS: A REMIC is a CMO that qualifies for special tax treatment under the
Internal Revenue Code and investes in certain mortgages principally secured by
interests in real property. Investors may purchase beneficial interests in
REMICs, which are known as "regular" interests, or "residual" interests.
Guaranteed REMIC pass-through certificates ("REMIC Certificates") issued by FNMA
or FHLMC represent beneficial ownership interests in a REMIC trust consisting
principally of mortgage loans or FNMA, FHLMC or GNMA-guaranteed mortgage
pass-through certificates. For FHLMC REMIC Certificates, FHLMC guarantees the
timely payment of interest, and also guarantees the payment of principal as
payments are required
<PAGE>
17
to be made on the underlying mortgage participation certificates. FNMA REMIC
Certificates are issued and guaranteed as to timely distribution of principal
and interest by FNMA.

MUNICIPAL SECURITIES -- Municipal securities consist of (i) debt obligations
issued by or on behalf of public authorities to obtain funds to be used for
various public facilities, for refunding outstanding obligations, for general
operating expenses, and for lending such funds to other public institutions and
facilities, and (ii) certain private activity and industrial development bonds
issued by or on behalf of public authorities to obtain funds to provide for the
construction, equipment, repair or improvement of privately operated facilities.

Municipal securities include both municipal notes and municipal bonds. Municipal
notes include general obligation notes, tax-exempt commercial paper tax
anticipation notes, revenue anticipation notes, bond anticipation notes,
certificates of indebtedness, demand notes and construction loan notes and
participation interests in municipal notes. Municipal bonds include general
obligation bonds, revenue or special obligation bonds, private activity and
industrial development bonds and participation interests in municipal bonds.

General obligation bonds are backed by the taxing power of the issuing
municipality. Revenue bonds are backed by the revenues of a project or facility
(tolls from a bridge, for example). Certificates of participation represent an
interest in an underlying obligation or commitment, such as an obligation issued
in connection with a leasing arrangement. The payment of principal and interest
on private activity and industrial development bonds generally is dependent
solely on the ability of a facility's user to meet its financial obligations and
the pledge, if any, of real and personal property as security for such payment.

TAXABLE MUNICIPAL SECURITIES -- Taxable municipal securities are municipal
securities the interest on which is not exempt from federal income tax. Taxable
municipal securities include "private activity bonds" that are issued by or on
behalf of states or political subdivisions thereof to finance privately-owned or
operated facilities for business and manufacturing, housing, sports, and
pollution control and to finance activities of and facilities for charitable
institutions. Private activity bonds are also used to finance public facilities
such as airports, mass transit systems, ports, parking lots, and low income
housing. The payment of the principal and interest on private activity bonds is
not backed by a pledge of tax revenues, and is dependent solely on the ability
of the facility's user to meet its financial obligations, and may be secured by
a pledge of real and personal property so financed. Interest on these bonds may
not be exempt from federal income tax.

RECEIPTS -- Receipts are interests in separately traded interest and principal
component parts of U.S. Treasury obligations that are issued by banks and
brokerage firms and are created by depositing U.S. Treasury obligations into a
special account at a custodian bank. The custodian holds the interest and
principal payments for the benefit of the registered owners of the certificates
or receipts. The custodian arranges for the issuance of the certificates or
receipts evidencing ownership and maintains the register. Receipts are sold as
zero coupon securities which means that they are sold at a substantial discount
and redeemed at face value at their maturity date without interim cash payments
of interest or principal. This discount is amortized over the life of the
security and such amortization will constitute the income earned on the security
for both accounting and tax purposes. Because of these features, receipts may be
<PAGE>
18
subject to greater price volatility than interest paying U.S. Treasury
obligations. See also "Taxes".

REPURCHASE AGREEMENTS -- Repurchase agreements are agreements by which a Fund
obtains a security and simultaneously commits to return the security to the
seller at an agreed upon price on an agreed upon date within a number of days
from the date of purchase. The custodian will hold the security as collateral
for the repurchase agreement. A Fund bears a risk of loss in the event the other
party defaults on its obligations and the Fund is delayed or prevented from
exercising its right to dispose of the collateral or if the Fund realizes a loss
on the sale of the collateral. A Fund will enter into repurchase agreements only
with financial institutions deemed to present minimal risk of bankruptcy during
the term of the agreement based on established guidelines. Repurchase agreements
are considered loans under the Investment Company Act of 1940.

RESTRAINTS ON INVESTMENTS BY MONEY MARKET FUNDS -- Investments by a money market
fund are subject to limitations imposed under regulations adopted by the
Securities and Exchange Commission. Under these regulations, money market funds
may only acquire obligations that present minimal credit risk and that are
"eligible securities," which means they are (i) rated, at the time of
investment, by at least two NRSROs organizations (one if it is the only
organization rating such obligation) in the highest rating category or, if
unrated, determined to be of comparable quality (a "first tier security"), or
(ii) rated according to the foregoing criteria in the second highest rating
category or, if unrated, determined to be of comparable quality ("second tier
security"). A security is not considered to be unrated if its issuer has
outstanding obligations of comparable priority and securities that have a short-
term rating. In the case of taxable money market funds, investments in second
tier securities are subject to the further constraints in that (i) no more than
5% of a Fund's assets may be invested in second tier securities and (ii) any
investment in securities of any one such issuer is limited to the greater of 1%
of the Fund's total assets or $1 million. A taxable money market fund may also
hold more than 5% of its assets in first tier securities of a single issuer for
three "business days" (that is, any day other than a Saturday, Sunday or
customary business holiday).

RESTRICTED SECURITIES -- Restricted securities are securities that may not be
sold freely to the public absent registration under the Securities Act of 1933
or an exemption from registration. Rule 144A securities are securities that have
not been registered under the Securities Act of 1933 but which may be traded
between certain institutional investors including investment companies. The
Trust's Board of Trustees is responsible for developing guidelines and
procedures for determining the liquidity of restricted securities, and for
monitoring the Advisor's implementation of the guidelines and procedures.

SECURITIES LENDING -- In order to generate additional income, a Fund may lend
securities which it owns pursuant to agreements requiring that the loan be
continuously secured by collateral consisting of cash, securities of the U.S.
Government or its agencies equal to at least 100% of the market value of the
securities lent. A Fund continues to receive interest on the securities lent
while simultaneously earning interest on the investment of cash collateral.
Collateral is marked to market daily. There may be risks of delay in recovery of
the securities or even loss of rights in the collateral should the borrower of
the securities fail financially or become insolvent.
<PAGE>
19

STANDBY COMMITMENTS AND PUTS -- Securities subject to standby commitments or
puts permit the holder thereof to sell the securities at a fixed price prior to
maturity. Securities subject to a standby commitment or put may be sold at any
time at the current market price. However, unless the standby commitment or put
was an integral part of the security as originally issued, it may not be
marketable or assignable; therefore, the standby commitment or put would only
have value to the Fund owning the security to which it relates. In certain
cases, a premium may be paid for a standby commitment or put, which premium will
have the effect of reducing the yield otherwise payable on the underlying
security. The Fund will limit standby commitment or put transactions to
institutions believed to present minimal credit risk.

SUPRANATIONAL AGENCY OBLIGATIONS -- Supranational entities are entities
established through the joint participation of several governments, and include
the Asian Development Bank, Inter-American Development Bank, International Bank
for Reconstruction and Development (World Bank), African Development Bank,
European Economic Community, European Investment Bank and Nordic Investment
Bank.

TIME DEPOSITS -- Time deposits are non-negotiable receipts issued by a bank in
exchange for the deposit of funds. Like a certificate of deposit, it earns a
specified rate of interest over a definite period of time; however, it cannot be
traded in the secondary market. Time deposits are considered to be illiquid
securities.

U.S. GOVERNMENT AGENCIES -- Obligations issued or guaranteed by agencies of the
U.S. Government, including, among others, the Federal Farm Credit Bank, the
Federal Housing Administration and the Small Business Administration, and
obligations issued or guaranteed by instrumentalities of the U.S. Government,
including, among others, the Federal Home Loan Mortgage Corporation, the Federal
Land Banks and the U.S. Postal Service. Some of these securities are supported
by the full faith and credit of the U.S. Treasury (e.g., Government National
Mortgage Association securities), others are supported by the right of the
issuer to borrow from the Treasury (e.g., Federal Farm Credit Bank securities),
while still others are supported only by the credit of the instrumentality
(e.g., Fannie Mae securities). Guarantees of principal by agencies or
instrumentalities of the U.S. Government may be a guarantee of payment at the
maturity of the obligation so that in the event of a default prior to maturity
there might not be a market and thus no means of realizing on the obligation
prior to maturity. Guarantees as to the timely payment of principal and interest
do not extend to the value or yield of these securities nor to the value of the
Fund's shares.

U.S. TREASURY OBLIGATIONS -- U.S. Treasury obligations consist of bills, notes
and bonds issued by the U.S. Treasury and separately traded interest and
principal component parts of such obligations that are transferable through the
Federal book-entry system known as Separately Traded Registered Interest and
Principal Securities ("STRIPS") and Coupon Under Book Entry Safekeeping
("CUBES").

VARIABLE AND FLOATING RATE INSTRUMENTS -- Certain obligations may carry variable
or floating rates of interest, and may involve a conditional or unconditional
demand feature. Such instruments bear interest at rates which are not fixed, but
which vary with changes in specified market rates or indices. The interest rates
on these securities may be reset daily, weekly, quarterly or some other reset
period, and may have a floor or ceiling on interest rate changes. There is a
risk that the current interest rate on such obligations may not
<PAGE>
20
accurately reflect existing market interest rates. A demand instrument with a
demand notice exceeding seven days may be considered illiquid if there is no
secondary market for such security.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES -- When-issued or delayed delivery
basis transactions involve the purchase of an instrument with payment and
delivery taking place in the future. Delivery of and payment for these
securities may occur a month or more after the date of the purchase commitment.
A Fund will segregate liquid high grade debt securities or cash in an amount at
least equal to these commitments. The interest rate realized on these securities
is fixed as of the purchase date and no interest accrues to the Fund before
settlement. These securities are subject to market fluctuation due to changes in
market interest rates and it is possible that the market value at the time of
settlement could be higher or lower than the purchase price if the general level
of interest rates has changed. Although a Fund generally purchases securities on
a when-issued or forward commitment basis with the intention of actually
acquiring securities for its portfolio, a Fund may dispose of a when-issued
security or forward commitment prior to settlement if it deems appropriate.

ZERO COUPON OBLIGATIONS -- Zero coupon obligations are debt securities that do
not bear any interest, but instead are issued at a deep discount from par. The
value of a zero coupon obligation increases over time to reflect the interest
accreted. Such obligations will not result in the payment of interest until
maturity, and will have greater price volatility than similar securities that
are issued at par and pay interest periodically.
<PAGE>
A-1

APPENDIX
X. COMMERCIAL PAPER AND SHORT-TERM RATINGS

The following descriptions of commercial paper ratings have been published by
Standard & Poor's Corporation ("S&P"), Moody's Investors Services, Inc.
("Moody's"), Fitch Investors Service, Inc. ("Fitch"), Duff and Phelps ("Duff")
and IBCA Limited ("IBCA"), respectively.

Commercial paper rated A by S&P is regarded by S&P as having the greatest
capacity for timely payment. Issues rated A are further refined by use of the
numbers 1+ and 1. Issues rated A-1+ are those with an "overwhelming degree" of
credit protection. Those rated A-1 reflect a "very strong" degree of safety
regarding timely payment. Those rated A-2 reflect a safety regarding timely
payment but not as high as A-1.

Commercial paper issues rated Prime-1 and Prime-2 by Moody's are judged by
Moody's to have superior ability and strong ability for repayment, respectively.

The rating Fitch-1 (Highest Grade) is the highest commercial rating assigned by
Fitch. Paper rated Fitch-1 is regarded as having the strongest degree of
assurance for timely payment. The rating Fitch-2 (Very Good Grade) is the second
highest commercial paper rating assigned by Fitch which reflects an assurance of
timely payment only slightly less in degree than the strongest issues.

The rating Duff-1 is the highest commercial paper rating assigned by Duff. Paper
rated Duff-1 is regarded as having very high certainty of timely payment with
excellent liquidity factors which are supported by ample asset protection. Risk
factors are minor. Paper rated Duff-2 is regarded as having good certainty of
timely payment, good access to capital markets and sound liquidity factors and
company fundamentals. Risk factors are small.

The designation A1 by IBCA indicates that the obligation is supported by a very
strong capacity for timely repayment. Those obligations rated A1+ are supported
by the highest capacity for timely repayment. Obligations rated A2 are supported
by a strong capacity for timely repayment, although such capacity may be
susceptible to adverse changes in business, economic or financial conditions.
<PAGE>

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

* INVESTMENT ADVISOR

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

* DISTRIBUTOR

SEI Investments Distribution Co. Oaks, PA 19456

* ADMINISTRATOR

SEI Investments Mutual Funds Services Oaks, PA 19456

* TRANSFER AGENT

Federated Services Company Federated Investors Tower
Pittsburgh, PA 15222-3779

* CUSTODIAN

SunTrust Bank, Atlanta c/o STI Trust & Investment
Operations, Inc.
303 Peachtree Street N.E.
14th Floor
Atlanta, GA 30308

* LEGAL COUNSEL

Morgan, Lewis & Bockius LLP 1800 M Street, N.W.
Washington, D.C. 20036

* INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen, LLP 1601 Market Street
Philadelphia, PA 19103
</TABLE>