STI CLASSIC FUNDS, 485APOS, 1999-07-30

STI CLASSIC FUNDS
485APOS, 1999-07-30

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1999
FILE NO. 33-45671
FILE NO. 811-6557

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 31 /X/
AND

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 33 /X/

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

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

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

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

Copies to:

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

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

It is proposed that this filing will become effective (check appropriate box)
/ / Immediately upon filing pursuant to paragraph (b), or
/ / On [date] pursuant to paragraph (b), or
/X/ 60 days after filing pursuant to paragraph (a) or
/ / 75 days after filing pursuant to paragraph (a) or
/ / On _______ pursuant to paragraph (a) of Rule 485.

<PAGE>

STI CLASSIC FUNDS

INSTITUTIONAL SHARES

PROSPECTUS
OCTOBER 1, 1999

CLASSIC INSTITUTIONAL CASH MANAGEMENT
MONEY MARKET FUND
CLASSIC INSTITUTIONAL U.S. GOVERNMENT SECURITIES
MONEY MARKET FUND
CLASSIC INSTITUTIONAL U.S. TREASURY SECURITIES
MONEY MARKET FUND

INVESTMENT ADVISOR
TRUSCO CAPITAL MANAGEMENT

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

Page 1 of 18
<PAGE>

HOW TO READ THIS PROSPECTUS

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

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

PAGE
<S> <C>
CLASSIC INSTITUTIONAL CASH MANAGEMENT
MONEY MARKET FUND...........................................XXX
CLASSIC INSTITUTIONAL U.S. GOVERNMENT SECURITIES
MONEY MARKET FUND...........................................XXX
CLASSIC INSTITUTIONAL U.S. TREASURY SECURITIES
MONEY MARKET FUND...........................................XXX
MORE INFORMATION ABOUT RISK.....................................XXX
EACH FUND'S OTHER INVESTMENTS...................................XXX
THE INVESTMENT ADVISOR AND PORTFOLIO MANAGERS...................XXX
PURCHASING AND SELLING FUND SHARES..............................XXX
DIVIDENDS AND DISTRIBUTIONS.....................................XXX
TAXES...........................................................XXX
FINANCIAL HIGHLIGHTS............................................XXX
HOW TO OBTAIN MORE INFORMATION ABOUT THE
STI CLASSIC FUNDS...............................................Back Cover
</TABLE>

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

[INSERT ICONS HERE]

Page 2 of 18
<PAGE>

RISK/RETURN INFORMATION COMMON TO THE FUNDS

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

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

Page 3 of 18
<PAGE>

CLASSIC INSTITUTIONAL CASH MANAGEMENT MONEY MARKET FUND

FUND SUMMARY
***
INVESTMENT GOAL High current income, while preserving capital and
liquidity

INVESTMENT FOCUS Money market instruments

SHARE PRICE VOLATILITY Very low

PRINCIPAL INVESTMENT STRATEGY Attempts to increase income without adding undue
risk

INVESTOR PROFILE Conservative investors seeking current income
through a liquid investment

***
INVESTMENT STRATEGY
***
The STI Classic Institutional Cash Management Money Market Fund invests in high
quality U.S. dollar-denominated money market instruments. The Fund invests in
obligations of: (i) the U.S. Treasury; (ii) agencies and instrumentalities of
U.S. and foreign governments; (iii) domestic and foreign banks; (iv) domestic
and foreign corporate issuers; (v) supranational entities; and (vi) repurchase
agreements. The Fund seeks to provide current income consistent with the
preservation of capital and maintenance of liquidity. In selecting investments
for the Fund, the Advisor tries to increase income without adding undue risk by
analyzing maturity, yields, market sectors and credit risk. As a money market
fund, the Fund follows strict rules about credit risk, maturity and
diversification of its investments.

***
WHAT ARE THE RISKS OF INVESTING IN THIS FUND?

An investment in the Fund is subject to income risk, which is the possibility
that the Fund's yield will decline due to falling interest rates. A Fund share
is not a bank deposit and is not insured or guaranteed by the FDIC or any
government agency. In addition, although a money market fund seeks to keep a
constant price per share of $1.00, you may lose money by investing in the Fund.

Although the Fund's U.S. government securities are considered to be among the
safest investments, they are not guaranteed against price movements due to
changing interest rates. Obligations issued by some U.S. government agencies are
backed by the U.S. Treasury, while others are backed solely by the ability of
the agency to borrow from the U.S. Treasury or by the agency's own resources.

Investing in foreign countries poses additional risks since political and
economic events unique to a country or region will affect those markets and
their issuers. These events will not necessarily affect the U.S. economy or
similar issuers located in the United States.

Page 4 of 18
<PAGE>

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 Institutional
Shares from year to year.*

<TABLE>
<S> <C>
1996 X.XX%
1997 X.XX%
1998 X.XX%
</TABLE>
<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
<S> <C>
X.XX% X.XX%
(X/X/XX) (X/X/XX)
</TABLE>

* The performance information shown above is based on a calendar year. The
Fund's total return from 1/1/99 to 6/30/99 was x.xx%.

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDED DECEMBER 31, 1998 TO THOSE OF THE IBC/DONOGHUE FIRST TIER AVERAGE.

INSTITUTIONAL SHARES 1 YEAR SINCE INCEPTION
- -------------------------------------------------------------------------------------------
<S> <C> <C>
CLASSIC INSTITUTIONAL CASH MANAGEMENT MONEY MARKET FUND X.XX% X.XX%*
IBC/DONOGHUE FIRST TIER AVERAGE X.XX% X.XX%**
</TABLE>

* Since [inception date]
** Since [calc. date for average]

To obtain information about the Fund's yield, call 1-800-814-3397.

WHAT IS AN AVERAGE?

An average is a composite of mutual funds with similar investment goals. The
IBC/Donoghue First Tier Average is a widely-recognized average of money
market funds securities rated Prime-1 by Moody's or A-1 by S&P.

FUND FEES AND EXPENSES

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

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees .XX%
Other Expenses .XX%
-------
Total Annual Fund Operating Expenses X.XX%
</TABLE>

Page 5 of 18
<PAGE>

EXAMPLE

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

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

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C>
$XXX $XXX $XXX $XXX
</TABLE>

FUND EXPENSES

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

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

Page 6 of 18
<PAGE>

CLASSIC INSTITUTIONAL U.S. GOVERNMENT SECURITIES
MONEY MARKET FUND

FUND SUMMARY
***

INVESTMENT GOAL High current income, while preserving capital
and liquidity

INVESTMENT FOCUS U.S. Treasury and government agency securities,
and repurchase agreements

SHARE PRICE VOLATILITY Very low

PRINCIPAL INVESTMENT STRATEGY Attempts to increase income without adding
undue risk by analyzing yields

INVESTOR PROFILE Conservative investors seeking current income
through a liquid investment

***
INVESTMENT STRATEGY
***
The STI Classic Institutional U.S. Government Securities Money Market Fund
invests exclusively in U.S. Treasury obligations, obligations issued or
guaranteed as to principal and interest by agencies or instrumentalities of the
U.S. Government, repurchase agreements involving these securities, and shares of
registered money market funds that invest in the foregoing. In selecting
investments for the Fund, the Advisor tries to increase income without adding
undue risk by analyzing yields. The Advisor actively manages the maturity of the
Fund and its portfolio to maximize the Fund's yield based on current market
interest rates and the Advisor's outlook on the market. As a money market fund,
the Fund follows strict rules about credit risk, maturity and diversification of
its investments.
***
WHAT ARE THE RISKS OF INVESTING IN THIS FUND?

The mortgages underlying mortgage-backed securities may be paid off early,
which makes it difficult to determine their actual maturity and therefore
calculate how they will respond to changes in interest rates. The Fund may
have to reinvest prepaid amounts at lower interest rates. This risk of
prepayment is an additional risk of mortgage-backed securities.

Page 7 of 18
<PAGE>

PERFORMANCE INFORMATION

This bar chart shows changes in the performance of the Fund's Institutional
Shares from year to year.*

<TABLE>
<S> <C>
1995 X.XX%
1996 X.XX%
1997 X.XX%
1998 X.XX%
</TABLE>
<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
<S> <C>
X.XX% X.XX%
(X/X/XX) (X/X/XX)
</TABLE>

* The performance information shown above is based on a calendar year. The
Fund's total return from 1/1/99 to 6/30/99 was x.xx%.

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDED DECEMBER 31, 1998 TO THOSE OF THE IBC/FINANCIAL DATA U.S. TREASURY &
REPO AVERAGE.

SINCE
INSTITUTIONAL SHARES 1 YEAR 5 YEARS INCEPTION
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CLASSIC INSTITUTIONAL U.S. GOVERNMENT SECURITIES MONEY MARKET FUND X.XX% X.XX% X.XX%*
IBC/FINANCIAL DATA U.S. TREASURY & REPO AVERAGE X.XX% X.XX% X.XX%**
</TABLE>

* Since [inception date]
** Since [calc. date for average]

To obtain information about the Fund's yield, call 1-800-814-3397.

WHAT IS AN AVERAGE?

An average is a composite of mutual funds with similar investment goals. The
IBC/Financial Data U.S. Treasury & Repo Average is a widely-recognized
average of U.S. Treasury securities and repurchase agreements backed by these
securities.

FUND FEES AND EXPENSES

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

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

INSTITUTIONAL SHARES
- -------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees .XX%
Other Expenses .XX%
------
Total Annual Fund Operating Expenses X.XX%
</TABLE>

Page 8 of 18
<PAGE>

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C>
$XXX $XXX $XXX $XXX
</TABLE>

FUND EXPENSES

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

Page 9 of 18
<PAGE>

CLASSIC INSTITUTIONAL U.S. TREASURY SECURITIES
MONEY MARKET FUND

FUND SUMMARY
***

INVESTMENT GOAL High current income, while preserving capital
and liquidity

INVESTMENT FOCUS U.S. Treasury securities and repurchase
agreements

SHARE PRICE VOLATILITY Very low

PRINCIPAL INVESTMENT STRATEGY Attempts to increase income without adding
undue risk by analyzing yields

INVESTOR PROFILE Conservative investors seeking current income
through a liquid investment

***
INVESTMENT STRATEGY
***
The STI Classic Institutional U.S. Treasury Securities Money Market Fund invests
exclusively in U.S. Treasury bills, notes, bonds and components of these
securities, and repurchase agreements collateralized by these securities. The
Fund limits its investments so as to obtain the highest investment quality
rating by a nationally recognized statistical rating organization (Standard and
Poor's Corporation, AAA). In selecting investments for the Fund, the Advisor
tries to increase income without adding undue risk by analyzing yields for
various maturities. The Advisor actively manages the maturity of the Fund and
its portfolio to maximize the Fund's yield based on current market interest
rates and the Advisor's outlook on the market. As a money market fund, the Fund
follows strict rules about credit risk, maturity and diversification of its
investments.
***
WHAT ARE THE RISKS OF INVESTING IN THIS FUND?

Although the Fund's U.S. Treasury securities are considered to be among the
safest investments, they are not guaranteed against price movements due to
changing interest rates.

Page 10 of 18
<PAGE>

PERFORMANCE INFORMATION

This bar chart shows changes in the performance of the Fund's Institutional
Shares from year to year.*

<TABLE>
<S> <C>
1997 X.XX%
1998 X.XX%
</TABLE>
<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
<S> <C>
X.XX% X.XX%
(X/X/XX) (X/X/XX)
</TABLE>

* The performance information shown above is based on a calendar year. The
Fund's total return from 1/1/99 to 6/30/99 was x.xx%.

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDED DECEMBER 31, 1998 TO THOSE OF THE IBC/FINANCIAL DATA U.S. TREASURY
& REPO AVERAGE.

INSTITUTIONAL SHARES 1 YEAR SINCE INCEPTION
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
CLASSIC INSTITUTIONAL U.S. TREASURY SECURITIES MONEY MARKET FUND X.XX% X.XX%*
IBC/FINANCIAL DATA U.S. TREASURY & REPO AVERAGE X.XX% X.XX%**
</TABLE>

* Since [inception date]
** Since [calc. date for average]

To obtain information about the Fund's yield, call 1-800-814-3397.

WHAT IS AN AVERAGE?

Page 11 of 18
<PAGE>

FUND FEES AND EXPENSES

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

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

INSTITUTIONAL SHARES
- ----------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees .XX%
Other Expenses .XX%
------
Total Annual Fund Operating Expenses X.XX%
</TABLE>

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C>
$XXX $XXX $XXX $XXX
</TABLE>

FUND EXPENSES

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

Page 12 of 18
<PAGE>

MORE INFORMATION ABOUT RISK

MORTGAGE-BACKED SECURITIES- Mortgage-backed Classic Institutional Cash
securities are fixed income securities Management Money Market
representing an interest in a pool of underlying Fund
mortgage loans. They aresensitive to changes in
interest rates, but may respond to these changes Classic Institutional U.S.
differently from other fixed income securities Government Securities
due to the possibility of prepayment of the Money Market Fund
underlying mortgage loans. As a result, it may
not be possible to determine in advance the
actual maturity date or average life of a
mortgage-backed security. Rising interest rates
tend to discourage refinancing, with the result
that the average life and volatility of the
securities will increase exacerbating its
decrease in market price. When interest rates
fall, however, mortgage-backed securities may
not gain as much in market value because of the
expectation of additional mortgage prepayments
that must be reinvested at lower interest
rates. Prepayment risk may make it difficult to
calculate the average maturity of a portfolio
of mortgage-backed securities and, therefore,
to assess the volatility risk of that portfolio.

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

EACH FUND'S OTHER INVESTMENTS

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

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

Trusco Capital Management (Trusco), serves as the Advisor to the Funds. As of
_______________, 1999, Trusco had approximately $_______________ in assets under
management. For the fiscal period ended _______________, 1999, Trusco received
advisory fees of:

<TABLE>
<S> <C>
CLASSIC INSTITUTIONAL CASH MANAGEMENT MONEY MARKET FUND [VAR:Advisor1.Portfolio1.Fees]%
CLASSIC INSTITUTIONAL U.S. GOVERNMENT SECURITIES MONEY MARKET FUND [VAR:Advisor1.Portfolio2.Fees]%
CLASSIC INSTITUTIONAL U.S. TREASURY SECURITIES MONEY MARKET FUND [VAR:Advisor1.Portfolio3.Fees]%
</TABLE>

PORTFOLIO MANAGERS

Robert S. Bowman has served as Vice President of Trusco since January 1999. He
has managed the Classic Institutional Cash Management Money Market Fund
(formally the Arbor Prime Obligations Fund) since its inception in October 1995,
and has managed the Classic Institutional U.S. Government Securities Money
Market Fund (formerly the Arbor U.S. Government Securities Money Fund) since
1995. He has more than 5 years of investment experience. Prior to joining
Trusco, Mr. Bowman served as assistant trader from 1994 to 1995, and Vice
President since 1995 of Crestar Asset Management Company.

Page 13 of 18
<PAGE>

David Yealy has served as Vice President of Trusco since 1993. He has managed
the Classic Institutional U.S. Treasury Securities Money Market Fund since its
inception in December 1996. He has more than 13 years of investment experience.
***

PURCHASING AND SELLING FUND SHARES

This section tells you how to buy or sell (sometimes called "redeem")
Institutional Shares of the Funds.

HOW TO PURCHASE FUND SHARES
***
The Funds offer Institutional Shares primarily to various institutional
investors, including subsidiaries of SunTrust Banks, Inc. (SunTrust), for their
own or their customers' accounts for which they act as fiduciary, agent,
investment advisor, or custodian. Shares are sold without a sales charge,
although institutions may charge their customers for services provided in
connection with the purchase of shares. The Funds may reject any purchase order
if it is determined that accepting the order would not be in the best interest
of the STI Classic Funds or its shareholders.

WHEN CAN YOU PURCHASE SHARES?

You may purchase shares on any day that the New York Stock Exchange and the
Federal Reserve are open for business (Business Day).

The price per share (the offering price) will be the net asset value per share
(NAV) next determined after the Funds receive your purchase order. Each Fund
calculates its NAV once each Business Day at the regularly-scheduled close of
normal trading on the New York Stock Exchange (normally, 4:00 p.m. Eastern
time.) So, for you to be eligible to receive dividends declared on the day you
submit your purchase order, the Funds must generally receive your order before
3:00 p.m. Eastern time and federal funds (readily available funds) before 4:00
p.m. Eastern time.

FOR CUSTOMERS OF SUNTRUST, ITS AFFILIATES AND OTHER INSTITUTIONS

INSTITUTIONAL SHARES WILL BE HELD OF RECORD BY (IN THE NAME OF) YOUR
INSTITUTION. YOU MAY HAVE TO TRANSMIT YOUR PURCHASE AND SALE REQUESTS TO YOUR
INSTITUTION, INCLUDING SUBSIDIARIES OF SUNTRUST AND ITS AFFILIATES, AT AN
EARLIER TIME FOR YOUR TRANSACTION TO BECOME EFFECTIVE THAT DAY. THIS ALLOWS YOUR
INSTITUTION TIME TO PROCESS YOUR REQUEST AND TRANSMIT IT TO THE ADMINISTRATOR OR
TRANSFER AGENT IN TIME TO MEET THE ABOVE STATED FUND CUT-OFF TIMES. FOR MORE
INFORMATION ABOUT HOW TO PURCHASE OR SELL FUND SHARES, INCLUDING SPECIFIC ORDER
ENTRY CUT-OFF TIMES, PLEASE CONTACT YOUR INSTITUTION DIRECTLY.

HOW THE FUNDS CALCULATE NAV

In calculating NAV, the Funds generally value their investment portfolio using
the amortized cost valuation method, which is described in detail in the SAI. If
this method is determined to be unreliable during certain market conditions or
for other reasons, a Fund may value its portfolio at market price or fair value
prices may be determined in good faith using methods approved by the Board of
Trustees.

Page 14 of 18
<PAGE>

NET ASSET VALUE

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

MINIMUM PURCHASES
***
To purchase shares for the first time, you must invest at least $10,000,000.

HOW TO SELL YOUR FUND SHARES

You may sell (sometimes called "redeem") your shares on any Business Day by
contacting the Funds. If you are a customer of SunTrust or another institution,
you must contact that institution directly for information about how to sell
your shares including any specific cut-off times required.

Redemption orders must be sent to the Funds by the institutional investor as the
record owner of shares. If you own Institutional Shares through an institution,
you may sell shares by following the procedures established when you opened your
account or accounts with your institution.

Redemption orders must be received by the Funds on a Business Day before 3:00
p.m. Eastern time. Orders received after 3:00 p.m. Eastern time will be executed
the following Business Day.

RECEIVING YOUR MONEY

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

REDEMPTIONS IN KIND

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

***
SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

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

Page 15 of 18
<PAGE>

TELEPHONE TRANSACTIONS

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

DIVIDENDS AND DISTRIBUTIONS

Each Fund declares dividends daily and distributes its income monthly. Each Fund
makes distributions of capital gains, if any, at least annually. If you own Fund
shares on a Fund's record date, you will be entitled to receive the
distribution.

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

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. Distributions you
receive from a Fund may be taxable whether or not you reinvest them. Income
distributions are generally taxable at ordinary income tax rates. Capital gains
distributions are generally taxable at the rates applicable to long-term capital
gains. EACH SALE IS A TAXABLE EVENT.

MORE INFORMATION ABOUT TAXES IS IN THE SAI.

Page 16 of 18
<PAGE>

FINANCIAL HIGHLIGHTS

The tables that follow present performance information about Institutional
Shares of each Classic Institutional Money Market 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. The financial highlights for each Fund for the period ended May
31, 1999 and the financial highlights for the Classic Institutional U.S.
Treasury Securities Money Market Fund for the periods from inception through May
31, 1999 have been audited by __________, independent public accountants. The
financial highlights for the Classic Institutional Cash Management Money Market
Fund (successor to the Prime Obligations Fund, a series of The Arbor Fund) and
the Classic Institutional U.S. Government Securities Money Market Fund (formerly
U.S. Government Securities Money Fund, a series of The Arbor Fund) for the
periods from inception through January 31, 1999 have been audited by
______________, independent public accountants. Both reports, along with each
Fund's financial statements, appears in the annual reports that accompanies our
SAI. You can obtain the annual report, which contains more performance
information, at no charge by calling 1-800-874-4700.

[FINANCIAL HIGHLIGHTS TO BE INSERTED]

On May 24, 1999, the Prime Obligations Fund and the U.S. Government Securities
Money Market Fund, each a series of The Arbor Fund, each exchanged all of its
assets and certain liabilities for shares of the Classic Institutional Cash
Management Money Market Fund and the Classic Institutional U.S. Government
Securities Money Market Fund, respectively. As the Prime Obligations Fund and
the U.S. Government Securities Money Market Fund are each the respective
accounting survivor, its basis of accounting for assets and liabilities and its
operating results for the periods prior to May 24, 1999 have been carried
forward in these financial highlights.

Page 17 of 18
<PAGE>

STI CLASSIC FUNDS

INVESTMENT ADVISOR

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

DISTRIBUTOR

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

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP

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

STATEMENT OF ADDITIONAL INFORMATION (SAI)

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

ANNUAL AND SEMI-ANNUAL REPORTS

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

TO OBTAIN MORE INFORMATION:

BY TELEPHONE: Call [VAR:PhoneNumber]

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

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

Page 18 of 18
<PAGE>

STI CLASSIC FUNDS

CLASSIC INSTITUTIONAL CASH MANAGEMENT MONEY MARKET FUND

CLASSIC INSTITUTIONAL U.S. GOVERNMENT SECURITIES MONEY MARKET FUND

CLASSIC INSTITUTIONAL U.S. TREASURY SECURITIES MONEY MARKET FUND

INVESTMENT ADVISOR:

TRUSCO CAPITAL MANAGEMENT, INC.

This Statement of Additional Information is not a prospectus. It is intended to
provide additional information regarding the activities and operations of the
STI Classic Funds (the "Trust") and should be read in conjunction with the
prospectus dated October 1, 1999 for the Institutional Shares of the Trust's
Classic Institutional Cash Management, Classic Institutional U.S. Government
Securities, and Classic Institutional U.S. Treasury Securities Money Market
Fund. The prospectus may be obtained through the Distributor, SEI Investments
Distribution Co., Oaks, Pennsylvania 19456.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
THE TRUST. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .B-2
INVESTMENT POLICIES AND STRATEGIES . . . . . . . . . . . . . . . . . . . . . . . .B-2
DESCRIPTION OF PERMITTED INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . .B-3
INVESTMENT LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .B-9
INVESTMENT ADVISOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-12
THE ADMINISTRATOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-13
THE DISTRIBUTOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-13
THE TRANSFER AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-13
THE CUSTODIAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-13
INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . B-14
LEGAL COUNSEL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-14
TRUSTEES AND OFFICERS OF THE TRUST . . . . . . . . . . . . . . . . . . . . . . . B-14
PERFORMANCE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-16
COMPUTATION OF YIELD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-16
PURCHASING SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-17
REDEEMING SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-18
DETERMINATION OF NET ASSET VALUE . . . . . . . . . . . . . . . . . . . . . . . . B-18
TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-19
FUND TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-20
TRADING PRACTICES AND BROKERAGE. . . . . . . . . . . . . . . . . . . . . . . . . B-20
DESCRIPTION OF SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-23
SHAREHOLDER LIABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-23
LIMITATION OF TRUSTEES' LIABILITY. . . . . . . . . . . . . . . . . . . . . . . . B-23
YEAR 2000. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-23
5% AND 25% SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-24
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-24
</TABLE>

October 1, 1999

<PAGE>

THE TRUST

STI Classic Funds (the "Trust") is a diversified, open-end management
investment company established under Massachusetts law as a Massachusetts
business trust under a Declaration of Trust dated January 15, 1992. The
Declaration of Trust permits the Trust to offer separate series ("Funds") of
units of beneficial interest ("shares") and different classes of shares of
each Fund. Each Share of each Fund represents an equal proportionate
interest in that portfolio. See "Description of Shares." Shares of the
Classic Institutional U.S. Treasury Money Market Fund are offered through two
separate classes (Institutional Shares and Corporate Trust Shares) and Shares
of the Classic Institutional Cash Management Money Market Fund and the
Classic Institutional U.S. Government Securities Money Market Fund are
offered through a single class (Institutional Shares). This Statement of
Additional Information relates to the Institutional Shares of the Classic
Institutional Cash Management Money Market Fund, Classic Institutional U.S.
Government Securities Money Market Fund, and Classic Institutional U.S.
Treasury Securities Money Market Fund, (collectively, the "Funds").

INVESTMENT POLICIES AND STRATEGIES

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. The
Classic Institutional U.S. Treasury Securities Money Market Fund seeks to manage
its investments in a manner consistent with the criteria for obtaining an Aaa
rating by Moody's Investors Service ("Moody's") and/or an AAA rating by Standard
& Poor's Corporation ("S&P"). These requirements will also limit the Classic
Institutional U.S. Treasury Securities Money Market Fund's ability to generate
high current income. For a further discussion of these rules, see "Description
of Permitted Investments."

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") 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; (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 investment in any one issuer and on the percentage that
may be invested in securities carrying the second highest rating assigned by
the requisite NRSROs.

B-2
<PAGE>

CLASSIC INSTITUTIONAL U.S. GOVERNMENT SECURITIES MONEY MARKET FUND

The Classic Institutional 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.

CLASSIC INSTITUTIONAL U.S. TREASURY SECURITIES MONEY MARKET FUND

The Classic U.S. Treasury Securities Money Market Fund will invest exclusively
in U.S. Treasury obligations and any repurchase agreements with dealers will be
selected pursuant to guidelines adopted by the Trust's Board of Trustees and
collateralized by U.S. Treasury obligations.

The Fund, however, seeks to invest exclusively in securities that would qualify
to be rated in the highest ratings category of an NRSRO, such as S&P or Moody's.
As a result, the Fund's ability to maintain an average dollar-weighted portfolio
maturity to the maximum extent permitted by Rule 2a-7 will be limited, and the
Fund's performance may be affected adversely.

DESCRIPTION OF PERMITTED INVESTMENTS

BANK INVESTMENT CONTRACTS ("BICs")

BICs are contracts issued by U.S. banks and savings and loans institutions.
Pursuant to such contracts, the Institutional Cash Management Money Market Fund
makes cash contributions to a deposit fund of the general account of the bank or
savings and loan institution. The bank or savings and loan institution then
credits to the Fund on a monthly basis guaranteed interest at either a fixed,
variable or floating rate. A BIC provides that this guaranteed interest will not
be less than a certain minimum rate. A BIC is a general obligation of the
issuing bank or savings and loan institution and not a separate account. The
purchase price paid for a BIC becomes part of the general assets of the issuer,
and the contract is paid at maturity from the general assets of the issuer.

BICs are generally not assignable or transferable without the permission of the
issuing bank or savings and loan institution. For this reason, an active
secondary market in BICs currently does not exist. Therefore, BICs are
considered to be illiquid investments. The Fund may invest up to an aggregate
amount of 5% of its total assets in BICs.

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 the maturity. Certificates of deposit with penalties for early
withdrawal will be considered liquid.

COMMERCIAL PAPER

B-3
<PAGE>

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.

FOREIGN SECURITIES

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

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

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

GUARANTEED INVESTMENT CONTRACTS ("GICs")

GICs are contracts issued by U.S. insurance companies. Pursuant to such
contracts, the Institutional Cash Management Money Market Fund makes cash
contributions to a deposit fund of the insurance company's general account. The
insurance company then credits to the Fund on a monthly basis guaranteed
interest at either a fixed, variable or floating rate. A GIC provides that this
guaranteed interest will not be less than a certain minimum rate. A GIC is a
general obligation of the issuing insurance company and not a separate account.
The purchase price paid for a GIC becomes part of the general assets of the
issuer, and the contract is paid at maturity from the general assets of the
issuer.

Generally, GICs are not assignable or transferable without the permission of the
issuing insurance company. For this reason, an active secondary market in GICs
does not currently exist and GICs are generally considered to be illiquid
investments. However, the Fund will treat GICs with seven-day unconditional
demand features as liquid investments.

ILLIQUID SECURITIES

Illiquid securities are securities that cannot be disposed of within seven days
at approximately the price at which they are being carried on a Fund's books.
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. See
"Restricted Securities".

B-4
<PAGE>

INVESTMENT COMPANY SHARES

Investment companies typically incur fees that are separate from those fees
incurred directly by the Funds. A Fund's purchase of such investment company
securities results in the layering of expenses, such that Shareholders would
indirectly bear a proportionate share of the operating expenses of such
investment companies, including advisory fees.

MEDIUM 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.

MUNICIPAL SECURITIES

The Funds may invest in municipal securities. The two principal classifications
of municipal securities are "general obligation" and "revenue" issues. General
obligation issues are issues involving the credit of an issuer possessing taxing
power and are payable from the issuer's general unrestricted revenues, although
the characteristics and method of enforcement of general obligation issues may
vary according to the law applicable to the particular issue. Revenue issues
are payable only from the revenues derived from a particular facility or class
of facilities or other specific revenue source. A Fund may also invest in
"moral obligation" issues, which are normally issued by special purpose
authorities. Moral obligation issues are not backed by the full faith and
credit of the state and are generally backed by the agreement of the issuing
authority to request appropriations from the state legislative body. Municipal
securities include debt obligations issued by governmental entities to obtain
funds for various public purposes, such as the construction of a wide range of
public facilities, the refunding of outstanding obligations, the payment of
general operating expenses, and the extension of loans to other public
institutions and facilities. Certain private activity bonds that are issued by
or on behalf of public authorities to finance various privately-owned or
operated facilities are included within the term "Municipal Securities."
Private activity bonds are industrial development bonds are generally revenue
bonds, the credit and quality of which are directly related to the credit of the
private user of the facilities.

Municipal securities may also include general obligation notes, tax anticipation
notes, bond anticipation notes, revenue anticipation notes, project notes,
certificates of indebtedness, demand notes, tax-exempt commercial paper,
construction loan notes and other forms of short-term, tax-exempt loans. Such
instruments are issued with a short-term maturity in anticipation of the receipt
of fax funds, the proceeds of bond placements or other revenues. Project notes
are issued by a state or local housing agency and are sold by the Department of
Housing and Urban Development. While the issuing agency has the primary
obligation with respect to its project notes, they are also secured by the full
faith and credit of the United States through agreements with the issuing
authority which provide that, if required, the federal government will end the
issuer an amount equal to the principal of and interest on the project notes.

The quality of municipal securities, both within a particular classification and
between classifications, will vary, and the yields on municipal securities
depend upon a variety of factors, including general money market conditions, the
financial condition of the issuer (or other entity whose financial resources are
supporting the securities), general conditions of the municipal bond market, the
size of a particular offering, the maturity of the obligation and the rating(s)
of the issue. In this regard, it should be emphasized that the ratings of any
NRSRO are general and are not absolute standards of quality. Municipal
securities with the same maturity, interest rate and rating(s) may have
different yields, while municipal securities of the same maturity and interest
rate with different rating(s) may have the same yield.

An issuer's obligations under its municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors, such as the Federal Bankruptcy Code, and laws, if any,
which may be enacted by Congress or state legislatures extending the time for
payment of principal or interest, or both, or imposing other constraints upon
the enforcement of such obligations or upon the ability of municipalities to
levy taxes. The power or ability of an issuer to meet its obligations for the
payment of interest on and principal of its municipal securities may be
materially adversely affected by litigation or other conditions.

B-5
<PAGE>

MUNICIPAL NOTE RATINGS: Moody's highest rating for state and municipal and
other short-term notes is MIG-1 and VMIG-1. Short-term municipal securities
rated MIG-1 or VMIG-1 are of the best quality. They have strong protection from
established cash flows of funds for their servicing or from established and
broad-based access to the market for refinancing or both. Short-term municipal
securities rated MIG-2 and VMIG-2 are of high quality. Margins of protection
are ample although not so large as in the preceding group.

An S&P note rating reflects the liquidity concerns and market access risks
unique to notes. Notes due in 3 years or less will likely receive a long-term
debt rating. The following criteria will be used in making that assessment.

- Amortization schedule (the larger the final maturity relative to other
maturities the more likely it will be treated as a note).

- Source of payment (the more dependent the issue is on the market for
its refinancing, the more likely it will be treated as a note).

Note rate symbols are as follows:

SP-1. Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics will be given a
plus (+) designation.

SP-2. Satisfactory capacity to pay principal and interest.

OTHER INVESTMENTS

The Trust is not prohibited from investing in obligations of banks which are
clients of SEI Investments Company ("SEI Investments"), the parent company of
the Administrator and the Distributor. The purchase of shares of the Trust by
such banks or by their customers will not be a consideration in determining
which bank obligations the Trust will purchase. However, the Trust will not
purchase obligations issued by the Advisor.

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 subject
to greater price volatility than interest paying U.S. Treasury obligations. See
also "Taxes."

RESTRAINTS ON INVESTMENTS BY MONEY MARKET FUNDS

B-6
<PAGE>

in the (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
secretes of a single issuer for three "business days" (that is, any day other
than a Saturday, Sunday or customary business holiday). In the event that the
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.

REPURCHASE AGREEMENTS

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

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

RESTRICTED SECURITIES

Restricted securities are securities that may not be sold to the public without
registration under the Securities Act of 1933 (the "1933 Act") absent an
exemption from registration. Permitted investments for the Funds include
restricted securities, and each Fund may invest up to 10% of its net assets in
illiquid securities, subject to each Fund's investment limitations on the
purchase of illiquid securities. Restricted securities, including securities
eligible for re-sale under 1933 Act Rule 144A, that are determined to be liquid
are not subject to this limitation. This determination is to be made by the
Fund's Advisor pursuant to guidelines adopted by the Board of Trustees. Under
these guidelines, the Advisor will consider the frequency of trades and quotes
for the security, the number of dealers in, and potential purchasers for, the
securities, dealer undertakings to make a market in the security, and the nature
of the security and of the marketplace trades. In purchasing such Restricted
Securities, the Advisor intends to purchase securities that are exempt from
registration under Rule 144A under the 1933 Act.

SECURITIES LENDING

The Funds may lend securities pursuant to agreements which require that the
loans be continuously secured by collateral at all times equal to 100% of the
market value of the loaned securities which consists of cash, securities of the
U.S. Government or its agencies, or any combination of cash and such securities.
Such loans will not be made if, as a result, the aggregate amount of all
outstanding securities loans for a Fund exceed one-third of the value of the
Fund's total assets taken at fair market value. A Fund will continue to receive
interest on the securities lent while simultaneously earning interest on the
investment of the cash collateral in U.S. Government securities. However, a
Fund will normally pay lending fees to such broker-dealers and related expenses
from the interest earned on invested collateral. There may be risks of delay in
receiving additional collateral or risks of delay in recovery of the securities
or even loss of rights in the collateral should the borrower of the securities
fail financially. However, loans are made only to borrowers deemed by the
Advisor to be of good standing

B-7
<PAGE>

and when, in the judgment of the Advisor, the consideration which can be earned
currently from such securities loans justifies the attendant risk. Any loan may
be terminated by either party upon reasonable notice to the other party. The
Funds may use the Distributor or a broker-dealer affiliate of the Advisor as a
broker in these transactions.

STANDBY COMMITMENTS AND PUTS

The Institutional Cash Management Money Market Fund may purchase securities at a
price which would result in a yield-to-maturity lower than that generally
offered by the seller at the time of purchase when it can simultaneously acquire
the right to sell the securities back to the seller, the issuer, or a third
party (the "writer") at an agreed-upon price at any time during a stated period
or on a certain date. Such a right is generally denoted as a "standby
commitment" or a "put." The purpose of engaging in transactions involving puts
is to maintain flexibility and liquidity to permit the Fund to meet redemptions
and remain as fully invested as possible in municipal securities. The Fund
reserves the right to engage in put transactions. The right to put the
securities depends on the writer's ability to pay for the securities at the time
the put is exercised. The Institutional Cash Management Money Market Fund would
limit its put transactions to institutions which the Advisor believes present
minimal credit risks, and the Advisor would use its best efforts to initially
determine and continue to monitor the financial strength of the sellers of the
options by evaluating their financial statements and such other information as
is available in the marketplace. It may, however be difficult to monitor the
financial strength of the writers because adequate current financial information
may not be available. In the event that any writer is unable to honor a put for
financial reasons, the Fund would be a general creditor (I.E., on a parity with
all other unsecured creditors) of the writer. Furthermore, particular
provisions of the contract between the Fund and the writer may excuse the writer
from repurchasing the securities; for example, a change in the published rating
of the underlying securities or any similar event that has an adverse effect on
the issuer's credit or a provision in the contract that the put will not be
exercised except in certain special cases, for example, to maintain portfolio
liquidity. The Fund could, however, at any time sell the underlying portfolio
security in the open market or wait until the portfolio security matures, at
which time it should realize the full par value of the security.

The securities purchased subject to a put may be sold to third persons at any
time, even though the put is outstanding, but the put itself, unless it is an
integral part of the security as originally issued, may not be marketable or
otherwise assignable. Therefore, the put would have value only to the Fund.
Sale of the securities to third parties or lapse of time with the put
unexercised may terminate the right to put the securities. Prior to the
expiration of any put option, the Fund could seek to negotiate terms for the
extension of such an option. If such a renewal cannot be negotiated on terms
satisfactory to the Fund, the Fund could, of course, sell the portfolio
security. The maturity of the underlying security will generally be different
from that of the put. There will be no limit to the percentage of portfolio
securities that the Fund may purchase subject to a standby commitment or put,
but the amount paid directly or indirectly for all standby commitments or puts
which are not integral parts of the security as originally issued held in the
Fund will not exceed 1/2 of 1% of the value of its total assets of such Fund
calculated immediately after any such put is acquired.

STRIPS

Each Fund may invest in Separately Traded Interest and Principal Securities
("STRIPS"), which are component parts of U.S. Treasury Securities traded through
the Federal Book-Entry System. The Advisor will only purchase STRIPS that it
determines are liquid or, if illiquid, do not violate each Fund's investment
policy concerning investments in illiquid securities. Consistent with Rule 2a-7
under the Investment Company Act of 1940, as amended, (the "1940 Act"), the
Advisor will only purchase STRIPS for the Funds that have a remaining maturity
of 397 days or less; therefore, the Funds currently may only purchase interest
component parts of U.S. Treasury Securities. While there is no limitation on
the percentage of a Fund's assets that may be comprised of STRIPS, the Advisor
will monitor the level of such holdings to avoid the risk of impairing
Shareholders' redemption rights and of deviations in the value of shares of the
Funds.

SUPRANATIONAL AGENCY OBLIGATIONS

The Institutional Cash Management Money Market Fund may purchase obligations of
supranational agencies. Currently the Fund intends to invest only in
obligations issued or guaranteed by the Asian Development Bank, Inter-American

B-8
<PAGE>

Development Bank, International Bank for Reconstruction and Development (World
Bank), African Development Bank, European Coal and Steel Community, European
Economic Community, European Investment Bank and the Nordic Investment Bank.

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 bond" 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.

U.S. GOVERNMENT AGENCY SECURITIES

Certain investments of the Institutional Cash Management Money Market Fund may
include U.S. Government Agency Securities. Agencies of the United States
Government which issue obligations consist of, among others, the Export Import
Bank of the United States, Farmers Home Administration, Federal Farm Credit
Bank, Federal Housing Administration, Government National Mortgage Association
("GNMA"), Maritime Administration, Small Business Administration, and The
Tennessee Valley Authority. Obligations of instrumentalities of the United
States Government include securities issued by, among others, Federal Home Loan
Banks, Federal Home Loan Mortgage Corporation, Federal Intermediate Credit
Banks, Federal Land Banks, Fannie Mae, and the United States Postal Service as
well as government trust certificates. Some of these securities are supported
by the full faith and credit of the United States Treasury, others are supported
by the right of the issuer to borrow from the Treasury and still others are
supported only by the credit of the instrumentality. 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 the
value of the obligation prior to maturity.

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 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.

VARIABLE RATE MASTER DEMAND NOTES

The Institutional Cash Management Money Market Fund may invest in variable rate
master demand notes which may or may not be backed by bank letters of credit.
These notes permit the investment of fluctuating amounts at varying market rates
of interest pursuant to direct arrangements between the Fund, as lender, and the
borrower. Such notes provide that the interest

B-9
<PAGE>

rate on the amount outstanding varies on a daily, weekly or monthly basis
depending upon a stated short-term interest rate index. Both the lender and the
borrower have the right to reduce the amount of outstanding indebtedness at any
time. There is no secondary market for the notes and it is not generally
contemplated that such instruments will be traded. The quality of the note or
the underlying credit must, in the opinion of the Advisor, be equivalent to the
ratings applicable to permitted investments for the Fund. The Advisor will
monitor on an ongoing basis the earning power, cash flow and liquidity ratios of
the issuers of such instruments and will similarly monitor the ability of an
issuer of a demand instrument to pay principal and interest on demand.

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
obligations 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.

INVESTMENT LIMITATIONS

The following are fundamental policies of each Fund and cannot be changed with
respect to a Fund without the consent of the holders of a majority of a Fund's
outstanding shares.

The term "a majority of the outstanding shares" of a Fund means the vote of the
lesser of (i) 67% or more of the shares of such Fund present at a meeting, if
the holders of more than 50% of the outstanding shares of such Fund are present
or represented by proxy or (ii) more than 50% of the outstanding shares of such
Fund.

A Fund may not:

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

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

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

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

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

B-10
<PAGE>

investment spectrum, any Fund may invest in companies which invest in real
estate commodities or commodities contracts.

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

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

9. Purchase securities of other investment companies except for money market
funds and CMOs and REMICs deemed to be investment companies and then only
as permitted by the 1940 Act and the rules and regulations thereunder.
Under these rules and regulations, a Fund is prohibited from acquiring the
securities of other investment companies if, as a result of such
acquisition, the Fund owns more than 3% of the total voting stock of the
company; securities issued by any one investment company represent more
than 5% of the total assets of a Fund; or securities (other than treasury
stock) issued by all investment companies represent more than 10% of the
total assets of the Fund.

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

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

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

NON-FUNDAMENTAL POLICIES

No Fund may purchase or hold illiquid securities, I.E., securities that cannot
be disposed of for their approximate carrying value in seven days or less (which
term includes repurchase agreements and time deposits maturing in more than
seven days) if, in the aggregate, more than 10% of its net assets would be
invested in illiquid securities.

The foregoing percentages, except with respect to holding illiquid securities,
will apply at the time of the purchase of a security and shall not be considered
violated unless an excess occurs or exists immediately after and as a result of
a purchase of such security.

INVESTMENT ADVISOR

B-11
<PAGE>

be protected against any liability to the Trust or its Shareholders by reason of
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard of its obligations or
duties thereunder.

The Advisory Agreement provides that if, for any fiscal year, the ratio of
expenses of a Fund (including amounts payable to the Advisor but excluding
interest, taxes, brokerage, litigation, and other extraordinary expenses)
exceeds limitations established by certain states, the Advisor and/or the
Administrator will bear the amount of such excess. The Advisor will not be
required to bear expenses of the Trust to an extent which would result in a
Fund's inability to qualify as a regulated investment company under provisions
of the Internal Revenue Code.

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

Prior to May 17, 1999, Crestar Asset Management Company served as the investment
advisor to the predecessor of the Classic Institutional Cash Management Money
Market Fund and, prior to May 24, the predecessor of the Classic Institutional
U.S. Government Money Market Fund.

For the fiscal years ended May 31, 1999, May 31, 1998, and May 31, 1997, the
Funds paid the following advisory fees:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
FEES PAID FEES WAIVED OR REIMBURSED
-------------------------------------------------------------------------------------
FUND 1999 1998 1997 1999 1998 1997
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Classic Institutional Cash Management
Money Market Fund (formerly Arbor Prime
Obligations Fund)
- -------------------------------------------------------------------------------------------------------------------------------
Classic Institutional U.S. Government
Securities Money Market Fund (formerly
Arbor U.S. Government Money Fund)
- -------------------------------------------------------------------------------------------------------------------------------
Classic Institutional U.S. Treasury
Securities Money Market Fund
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

BANKING LAWS

Current interpretations of federal banking laws and regulations:
- - prohibit SunTrust and the Advisor from sponsoring, organizing, controlling,
or distributing the Funds' shares; but
- - do not prohibit SunTrust or the Advisor generally from acting as an
investment advisor, transfer agent, or custodian to the Funds or from
purchasing Fund shares as agent for and upon the order of a customer.

B-12
<PAGE>

Trust. If this happens, the Board of Trustees would consider selecting other
qualified firms. Shareholders would approve any new investment advisory
agreements would be subject to Shareholder approval.

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

THE ADMINISTRATOR

The Trust and SEI Investment Mutual Funds Services (the "Administrator"), are
parties to an administration agreement (the "Administration Agreement") dated
May 29, 1992. The Administration Agreement provides that the Administrator
shall not be liable for any error of judgment or mistake of law or for any loss
suffered by the Trust in connection with the matters to which the Administration
Agreement relates, except a loss resulting from willful misfeasance, bad faith
or gross negligence on the part of the Administrator in the performance of its
duties or from reckless disregard by it of its duties and obligations
thereunder.

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

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

For the fiscal years ended May 31, 1999, May 31, 1998 and May 31, 1997, the
Funds paid the following administration fees:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
FUND FEES PAID FEES WAIVED
-------------------------------------------------------------------------------------
1999 1998 1997 1999 1998 1997
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Classic Institutional Cash
Management Money Market Fund*
- -------------------------------------------------------------------------------------------------------------------------------
Classic Institutional U.S.
Government Securities Money Market
Fund**
- -------------------------------------------------------------------------------------------------------------------------------

B-13
<PAGE>

<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
FUND FEES PAID FEES WAIVED
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

Classic Institutional U.S. Treasury
Securities Money Market Fund
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Prior to May 17, 1999, administration fees were paid by the predecessor to
this fund pursuant to an agreement between The Arbor Fund and the Administrator.

** Prior to May 17, 1999, administration fees were paid by the predecessor to
this fund pursuant to an agreement between The Arbor Fund and the Administrator.

THE DISTRIBUTOR

SEI Investments Distribution Co. (the "Distributor"), a wholly-owned subsidiary
of SEI Investments, and the Trust have entered into a distribution agreement
(the "Distribution Agreement") dated May 29, 1992. The Distributor will receive
no compensation for distribution of Shares.

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

THE TRANSFER AGENT

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

THE CUSTODIAN

SunTrust Bank, Atlanta, 303 Peachtree Street N.E., 14th Floor, Atlanta, GA
30308 serves as the custodian for the all of the Funds.

INDEPENDENT PUBLIC ACCOUNTANTS

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

LEGAL COUNSEL

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

TRUSTEES AND OFFICERS OF THE TRUST

B-14
<PAGE>

American Funds, Inc., First American Investment Funds, Inc., First American
Strategy Funds, Inc., HighMark Funds, Huntington Funds, The Nevis Fund, Inc.,
Oak Associates Funds, The Parkstone Advantage Fund, The Pillar Funds, The PBHG
Funds, Inc., PBHG Insurance Series Fund, Inc., SEI Asset Allocation Trust, SEI
Daily Income Trust, SEI Index Funds, SEI Institutional International Trust, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid
Asset Trust, SEI Tax Exempt Trust, STI Classic Variable Trust, and TIP Funds,
each of which is an open-end management investment company managed by SEI
Investments Mutual Funds Services or its affiliates and distributed by SEI
Investments Distribution Co.

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

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

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

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

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

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

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

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

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

B-15
<PAGE>

Associate, Paul Weiss, Rifkind, Wharton & Garrison (law firm), 1998. Associate,
Baker & McKenzie (law firm), 1995-1998. Associate, Battle Fowler L.L.P. (law
firm), 1993-1995.

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

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

LYNDA J. STRIEGEL (10/30/48) - Vice President and Assistant Secretary - Vice
President and Assistant Secretary of the Administrator and the Distributor since
1998. Senior Asset Management Counsel, Barnett Banks, Inc., 1997-1998.
Partner, Groom and Nordberg, Chartered, 1996-1997. Associate General Counsel,
Riggs Bank, N.A., 1991-1995.

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

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

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

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

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

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
AGGREGATE PENSION OR RETIREMENT ESTIMATED ANNUAL TOTAL COMPENSATION FROM FUND
COMPENSATION FROM BENEFITS ACCRUED AS PART BENEFITS UPON AND FUND COMPLEX PAID TO
NAME OF PERSON, POSITION FUND OF FUND EXPENSES RETIREMENT TRUSTEES
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Daniel S. Goodrum, Trustee $ N/A N/A $ for service on two boards
- -----------------------------------------------------------------------------------------------------------------------------------
Wilton Looney, Trustee $ N/A N/A $ for service on two boards
- -----------------------------------------------------------------------------------------------------------------------------------
Champney A. McNair, Trustee $ N/A N/A $ for service on two boards
- -----------------------------------------------------------------------------------------------------------------------------------
F. Wendell Gooch, Trustee $ N/A N/A $ for service on two boards
- -----------------------------------------------------------------------------------------------------------------------------------
T. Gordy Germany, Trustee $ N/A N/A $ for service on two boards
- -----------------------------------------------------------------------------------------------------------------------------------

B-16
<PAGE>

<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
AGGREGATE PENSION OR RETIREMENT ESTIMATED ANNUAL TOTAL COMPENSATION FROM FUND
COMPENSATION FROM BENEFITS ACCRUED AS PART BENEFITS UPON AND FUND COMPLEX PAID TO
NAME OF PERSON, POSITION FUND OF FUND EXPENSES RETIREMENT TRUSTEES
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Dr. Bernard F. Sliger, Trustee $ N/A N/A $ for service on two boards
- -----------------------------------------------------------------------------------------------------------------------------------
Jonathan T. Walton, Trustee $ N/A N/A $ for service on two boards
- -----------------------------------------------------------------------------------------------------------------------------------
William H. Cammack, Trustee $ N/A N/A $ for service on two boards
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

PERFORMANCE INFORMATION

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

PERFORMANCE COMPARISONS

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

COMPUTATION OF YIELD

The current yield of the Funds will be calculated daily based upon the seven
days ending on the date of calculation (the "base period"). The yield is
computed by determining the net change (exclusive of capital changes) in the
value of a hypothetical pre-existing shareholder account having a balance of
one share at the beginning of the period, subtracting a hypothetical charge
reflecting deductions from shareholder accounts, and dividing such net change
by the value of the account at the beginning of the same period to obtain the
base period return and multiplying the result by (365/7). Realized and
unrealized gains and losses are not included in the calculation of the yield.
The effective compound yield of the Funds is determined by computing the net
change, exclusive of capital changes, in the value of a hypothetical
pre-existing account having a balance of one share at the beginning of the
period, subtracting a hypothetical charge reflecting deductions from
shareholder accounts, and dividing the difference by the value of the account
at the beginning of the base period to obtain the base period return, and
then compounding the base period return by adding 1, raising the sum to a
power equal to 365 divided by 7, and subtracting 1 from the result, according
to the following formula: Effective Yield =
[Base Period Return + 1) TO THE POWER OF 365/7] - 1. The current and the
effective yields reflect the reinvestment of net income earned daily on
portfolio assets.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
FUND 7-DAY YIELD 7-DAY EFFECTIVE YIELD
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Classic Institutional Cash Management Money Market Fund % %
- -----------------------------------------------------------------------------------------------------------------------------------
Classic Institutional U.S. Government Securities Fund % %
- -----------------------------------------------------------------------------------------------------------------------------------
Classic Institutional U.S. Treasury Securities Fund % %
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

B-17
<PAGE>

The yield of these Funds fluctuates, and the annualization of a week's dividend
is not a representation by the Trust as to what an investment in the Fund will
actually yield in the future. Actual yields will depend on such variables as
asset quality, average asset maturity, the type of instruments the Fund invests
in, changes in interest rates on money market instruments, changes in the
expenses of the Fund and other factors.

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

CALCULATION OF TOTAL RETURN
n
Total return will be calculated according to the following formula: P (1 + T)
= ERV, where P = a hypothetical initial payment of $1,000; T = average annual
total return; n = number of years; and ERV = ending redeemable value of a
hypothetical $1,000 payment made at the beginning of the designated time period
as of the end of such period.

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

Based on the foregoing, the average annual total returns for the Funds from
inception through May 31, 1999 and for one-year periods ended May 31, 1999 were
as follows:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
FUND AVERAGE ANNUAL TOTAL RETURN
ONE-YEAR THREE-YEAR SINCE INCEPTION
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Classic Institutional Cash Management Money Market Fund % % %
- -----------------------------------------------------------------------------------------------------------------------------------
Classic Institutional U.S. Government Securities Money Market % % %
Fund
- -----------------------------------------------------------------------------------------------------------------------------------
Classic Institutional U.S. Treasury Securities Money Market % % %
Fund
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

ADVERTISING

From time to time, the Trust may include the names of clients of the Advisor in
advertisements and/or sales literature for the Trust.

PURCHASING SHARES

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

B-18
<PAGE>

REDEEMING SHARES

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

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

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

Certain state securities laws may require those financial institutions providing
certain distribution services to the Trust to register as dealers pursuant to
state law.

DETERMINATION OF NET ASSET VALUE

The net asset value per share of the Funds is calculated daily by the
Administrator by adding the value of securities and other assets, subtracting
liabilities and dividing by the number of outstanding shares. Securities will
be valued by the amortized cost method which involves valuing a security at its
cost on the date of purchase and thereafter (absent unusual circumstances)
assuming a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuations in general market rates of interest on
the value of the instrument. While this method provides certainty in valuation,
it may result in periods during which a security's value, as determined by this
method, is higher or lower than the price a Fund would receive if it sold the
instrument. During periods of declining interest rates, the daily yield of a
Fund may tend to be higher than a like computation made by a company with
identical investments utilizing a method of valuation based upon market prices
and estimates of market prices for all of its portfolio securities. Thus, if
the use of amortized cost by a Fund resulted in a lower aggregate portfolio
value on a particular day, a prospective investor in a Fund would be able to
obtain a somewhat higher yield than would result from investment in a company
utilizing solely market values, and existing investors in a Fund would
experience a lower yield. The converse would apply in a period of rising
interest rates.

A Fund's use of amortized cost and the maintenance of a Fund's net asset value
at $1.00 are permitted by regulations promulgated by Rule 2a-7 under the 1940
Act, provided that certain conditions are met. The regulations also require the
Trustees to establish procedures which are reasonably designed to stabilize the
net asset value per share at $1.00 for the Funds. Such procedures include the
determination of the extent of deviation, if any, of the Funds current net asset
value per share calculated using available market quotations from the Funds
amortized cost price per share at such intervals as the Trustees deem
appropriate and reasonable in light of market conditions and periodic reviews of
the amount of the deviation and the methods used to calculate such deviation.
In the event that such deviation exceeds 1/2 of 1%, the Trustees are required to
consider promptly what action, if any, should be initiated, and, if the Trustees
believe that the extent of any deviation may result in material dilution or
other unfair results to Shareholders, the Trustees are required to take such
corrective action as they deem appropriate to eliminate or reduce such dilution
or unfair results to the extent reasonably practicable. Such actions may
include the sale of portfolio instruments prior to maturity to realize capital
gains or losses or to shorten average portfolio maturity; withholding dividends;
redeeming shares in kind; or establishing a net asset value per share by using
available market quotations. In addition, if the Funds incur a significant loss
or liability, the Trustees have the

B-19
<PAGE>

authority to reduce pro rata the number of shares of the Funds in each
Shareholder's account and to offset each Shareholder's pro rata portion of such
loss or liability from the Shareholder's accrued but unpaid dividends or from
future dividends while each other Fund must annually distribute at least 90% of
its investment company taxable income.

TAXES

The following is a summary of certain Federal income tax considerations
generally affecting the Funds and their shareholders that are not described in
the Funds' prospectus. No attempt is made to present a detailed explanation of
the Federal tax treatment of the Funds or their Shareholders, and the discussion
here and in the Funds' prospectus is not intended as a substitute for careful
tax planning.

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

FEDERAL INCOME TAX

In order to qualify for treatment as a regulated investment company ("RIC")
under the Internal Revenue Code of 1986, as amended ("Code"), each Fund must
distribute annually to its Shareholders at least the sum of 90% of its net
interest income excludable from gross income plus 90% of its investment company
taxable income (generally, net investment income plus net short-term capital
gain) ("Distribution Requirement") and also must meet several additional
requirements. Among these requirements are the following: (i) at least 90% of
a Fund's gross income each taxable year must be derived from dividends,
interest, payments with respect to securities loans, and gains from the sale or
other disposition of stock or securities, or certain other income; (ii) at the
close of each quarter of a Fund's taxable year, at least 50% of the value of its
total assets must be represented by cash and cash items, U.S. Government
securities, securities of other RIC's and other securities, with such other
securities limited, in respect of any one issuer, to an amount that does not
exceed 5% of the value of a Fund's assets and that does not represent more than
10% of the outstanding voting securities of such issuer; and (iii) at the close
of each quarter of a Fund's taxable year, not more than 25% of the value of its
assets may be invested in securities (other than U.S. Government securities or
the securities of other RIC's) of any one issuer, or of two or more issuers
engaged in same or similar businesses if the Fund owns at least 20% of the
voting power of such issuers. Requirement (ii) no longer applies for tax years
beginning after August 5, 1997.

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

If, at the close of each quarter of its taxable year, at least 50% of the value
of a Fund's total assets consists of obligations the interest on which is
excludable from gross income, a Fund may pay "exempt-interest dividends," as
defined in Section 852(b)(5) of the Code, to its Shareholders.

Any gain or loss recognized on a sale or redemption of Shares of a Fund by a
Shareholder who is not a dealer in securities will generally be treated as a
long-term capital gain or loss if the shares have been held for more than
eighteen months, mid-term if the shares have been held for over one year but not
for over eighteen months, and short-term if for a year or less. If shares held
for six months or less are sold or redeemed for a loss, two special rules apply:
First, if shares on which a net capital gain distribution has been received are
subsequently sold or redeemed, and such shares have been held for six months or
less, any loss recognized will be treated as long-term capital loss to the
extent of the long-term capital gain distributions. Second, any loss recognized
by a Shareholder upon the sale or redemption of shares of a tax-exempt fund held
for six months or less will be disallowed to the extent of any exempt-interest
dividends received by the Shareholder with respect to such shares.

B-20
<PAGE>

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

FOREIGN TAXES

Dividends and interests received by the Classic Institutional Cash Management
Money Market Fund may be subject to income, withholding or other taxes imposed
by foreign countries and U.S. possessions that would reduce the yield on the
Fund's stock or securities. Tax conventions between certain countries and the
United States may reduce or eliminate these taxes. The Fund will not be able to
treat shareholders as having paid their proportionate share of such taxes for
foreign tax credit purposes. Foreign countries generally do not impose taxes on
capital gains with respect to investments by foreign investors.

FUND TRANSACTIONS

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

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

TRADING PRACTICES AND BROKERAGE

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

The Trust may allocate out of all commission business generated by all of the
funds and accounts under management by an Advisor, brokerage business to brokers
or dealers who provide brokerage and research services. These research services
include advice, either directly or through publications or writings, as to the
value of securities, the advisability of investing in, purchasing or selling
securities, and the availability of securities or purchasers or sellers of
securities; furnishing of analyses and reports concerning issuers, securities or
industries; providing information on economic factors and trends, assisting in
determining portfolio strategy, providing computer software used in security
analyses, and providing portfolio performance evaluation and technical market
analyses. Such services are used by an Advisor in connection with its
investment decision-making process with respect to one or more funds and
accounts managed by it, and may not be used

B-21
<PAGE>

exclusively with respect to the fund or account generating the brokerage.

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

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

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

It is expected that the Trust may execute brokerage or other agency transactions
through the Distributor or an affiliate of an Advisor, both of which are
registered broker-dealers, for a commission in conformity with the 1940 Act, the
1934 Act and rules promulgated by the SEC. Under these provisions, the
Distributor or an affiliate of an Advisor is permitted to receive and retain
compensation for effecting portfolio transactions for the Trust on an exchange
if a written contract is in effect between the Distributor and the Trust
expressly permitting the Distributor or an affiliate of an Advisor to receive
and retain such compensation. These rules further require that commissions paid
to the Distributor by the Trust for exchange transactions not exceed "usual and
customary" brokerage commissions. The rules define "usual and customary"
commissions to include amounts which are "reasonable and fair compared to the
commission, fee or other renumeration received or to be received by other
brokers in connection with comparable transactions involving similar securities
being purchased or sold on a securities exchange during a comparable period of
time." In addition, the Trust may direct commission business to one or more
designated broker-dealers in connection with such broker/dealer's provision of
services to the Trust or payment of certain Trust expenses (e.g., custody,
pricing and professional fees). The Trustees, including those who are not
"interested persons" of the Trust, have adopted procedures for evaluating the
reasonableness of commissions paid to the Distributor, and will review these
procedures periodically.

For the fiscal year ended May 31, 1999, the Funds paid the following brokerage
commissions with respect to portfolio transactions:

B-22
<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio Total $ Total $ Total $ Total $ % of Total % of Total Total
Amount of Amount of Amount of Amount of Brokerage Brokered Brokerage
Brokered Brokered Brokerage Brokerage Commissions Transactions Commissions
Transactions Transactions Commissions Commissions Paid to Effected Paid to SFS in
for FYE Through Paid in FYE Paid to Affiliated Through Connection
5/31/99 Affiliates for 5/31/99 Affiliates in Brokers in Affiliated with
FYE 5/31/99 FYE 5/31/99 FYE 5/31/99 Brokers in Repurchase
FYE 5/31/99 Agreement
Transactions
for FYE
5/31/99
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Classic
Institutional Cash
Management Money
Market Fund
- -----------------------------------------------------------------------------------------------------------------------------------
Classic
Institutional U.S.
Government
Securities Money
Market Fund
- -----------------------------------------------------------------------------------------------------------------------------------
Classic
Institutional U.S.
Treasury
Securities Money
Market Fund
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

For the fiscal year ended May 31, 1998, the Funds paid the following brokerage
commissions with respect to portfolio transactions:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio Total $ Total $ % of Total
Amount of Amount of Brokerage
Brokerage Brokerage Commissions
Commissions Commissions Paid to
Paid in FYE Paid to Affiliated
5/31/98 Affiliates in Brokers in
FYE 5/31/98 FYE 5/31/98
- -----------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C>
Classic Institutional Cash
Management Money Market Fund
- -----------------------------------------------------------------------------------------------------------------------------------
Classic Institutional U.S.
Government Securities Money
Market Fund
- -----------------------------------------------------------------------------------------------------------------------------------
Classic Institutional U.S.
Treasury Securities Money Market
Fund
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

For the fiscal year ended May 31, 1997, the Funds paid the following brokerage
fees:

B-23
<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio Total $ Total $
Amount of Amount of
Brokerage Brokerage
Commissions Commissions
Paid in FYE Paid to
5/31/97 Affiliates in
FYE 5/31/97
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Classic Institutional Cash Management Money Market
Fund
- -----------------------------------------------------------------------------------------------------------------------------------
Classic Institutional U.S. Government Securities
Money Market Fund
- -----------------------------------------------------------------------------------------------------------------------------------
Classic Institutional U.S. Treasury Securities Money
Market Fund
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

DESCRIPTION OF SHARES

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

SHAREHOLDER LIABILITY

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

LIMITATION OF TRUSTEES' LIABILITY

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

YEAR 2000

B-24
<PAGE>

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

5% AND 25% SHAREHOLDERS

As of _____, 1999, the following persons were the only persons who were record
owners (or to the knowledge of the Trust, beneficial owners) of 5% and 25% or
more of the shares of the Funds. Persons who owned of record or beneficially
more than 25% of a Fund's outstanding shares may be deemed to control the Fund
within the meaning of the Act. The Trust believes that most of the shares of
the Institutional Class of the Funds were held for the record owner's fiduciary,
agency or custodial customers.

EXPERTS

The financial statements as of May 31, 1999 have been audited by __________,
Independent Public Accountants, as indicated in their report dated __________
with respect thereto, and are included herein in reliance upon the authority of
said firm as experts in giving said report.

B-25

<PAGE>

STI CLASSIC FUNDS

CORPORATE TRUST SHARES

PROSPECTUS

OCTOBER 1, 1999

CLASSIC INSTITUTIONAL U.S. TREASURY SECURITIES
MONEY MARKET FUND

INVESTMENT ADVISOR
TRUSCO CAPITAL MANAGEMENT

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

Page 1 of 12
<PAGE>

HOW TO READ THIS PROSPECTUS

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

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

PAGE
PRINCIPAL INVESTMENT STRATEGIES AND RISKS,
PERFORMANCE INFORMATION AND EXPENSES. . . . . . . . . . . . . .XXX
MORE INFORMATION ABOUT RISK . . . . . . . . . . . . . . . . . .XXX
THE FUND'S OTHER INVESTMENTS. . . . . . . . . . . . . . . . . .XXX
THE INVESTMENT ADVISOR AND PORTFOLIO MANAGER. . . . . . . . . .XXX
PURCHASING AND SELLING FUND SHARES. . . . . . . . . . . . . . .XXX
DIVIDENDS AND DISTRIBUTIONS . . . . . . . . . . . . . . . . . .XXX
TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .XXX
HOW TO OBTAIN MORE INFORMATION ABOUT THE
STI CLASSIC FUNDS . . . . . . . . . . . . . . . . . . . . . . .Back Cover

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

[INSERT ICONS HERE]

Page 2 of 12
<PAGE>

RISK/RETURN INFORMATION

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

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

Page 3 of 12
<PAGE>

CLASSIC INSTITUTIONAL U.S. TREASURY SECURITIES
MONEY MARKET FUND

FUND SUMMARY
***

INVESTMENT GOAL High current income, while
preserving capital and
liquidity

INVESTMENT FOCUS U.S. Treasury securities and
repurchase agreements

SHARE PRICE VOLATILITY Very low

PRINCIPAL INVESTMENT STRATEGY Attempts to increase income
without adding undue risk by
analyzing yields

INVESTOR PROFILE Conservative investors seeking
current income through a
liquid investment

***
INVESTMENT STRATEGY
***
The STI Classic Institutional U.S. Treasury Securities Money Market Fund invests
exclusively in U.S. Treasury bills, notes, bonds and components of these
securities and repurchase agreements collateralized by these securities. The
Fund limits its investments so as to obtain the highest investment quality
rating by a nationally recognized statistical rating organization (Standard and
Poor's Corporation, AAA). In selecting investments for the Fund, the Advisor
tries to increase income without adding undue risk by analyzing yields for
various maturities. The Advisor actively manages the maturity of the Fund and
its portfolio to maximize the Fund's yield based on current market interest
rates and the Advisor's outlook on the market. As a money market fund, the Fund
follows strict rules about credit risk, maturity and diversification of its
investments.

***
WHAT ARE THE RISKS OF INVESTING IN THIS FUND?

Although the Fund's U.S. Treasury securities are considered to be among the
safest investments, they are not guaranteed against price movements due to
changing interest rates.

Page 4 of 12
<PAGE>

PERFORMANCE INFORMATION

This bar chart shows changes in the performance of the Fund's Institutional
Shares from year to year for the past two years. Since Institutional Shares are
invested in the same portfolio of securities, returns for Corporate Trust Shares
will be substantially similar to those of the Institutional Shares, shown here,
and will differ only to the extent that each Class has different expenses. *

<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
<S> <C>
X.XX% X.XX%
(X/X/XX) (X/X/XX)
</TABLE>

* The performance information shown above is based on a calendar year. The
Fund's total return from 1/1/99 to 6/30/99 was x.xx%.

THIS TABLE SHOWS THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIOD
ENDING DECEMBER 31, 1998.

<TABLE>
<CAPTION>
INSTITUTIONAL SHARES 1 YEAR SINCE INCEPTION
- -------------------------------------------------------------------------------
<S> <C> <C>
CLASSIC INSTITUTIONAL U.S.
TREASURY SECURITIES MONEY MARKET FUND X.XX% X.XX%*
</TABLE>

* Since [inception date]

To obtain information about the Fund's yield, call 1-800-814-3397.

Page 5 of 12
<PAGE>

FUND FEES AND EXPENSES

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

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

<TABLE>
<CAPTION>
CORPORATE TRUST SHARES
-----------------------------------------------------------
<S> <C>
Investment Advisory Fees .XX%
Other Expenses* .XX%
-------
Total Annual Fund Operating Expenses X.XX%
</TABLE>

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

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C>
$XXX $XXX $XXX $XXX
</TABLE>

FUND EXPENSES

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

Page 6 of 12
<PAGE>

MORE INFORMATION ABOUT RISK

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

Page 7 of 12
<PAGE>

THE FUND'S OTHER INVESTMENTS

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

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

Trusco Capital Management (Trusco), serves as the Advisor to the Fund. As of
______, 1999, Trusco had approximately $________ in assets under management.
For the fiscal period ended ______, 1999, Trusco received advisory fees of:

***
PORTFOLIO MANAGER

This section tells you how to buy or sell (sometimes called "redeem") Corporate
Trust Shares of the Fund.

HOW TO PURCHASE FUND SHARES
***
The Fund offers Corporate Trust Shares only to accounts of various banking
subsidiaries of SunTrust Banks, Inc. which are administered by the Corporate
Trust Division (SunTrust). Shares are sold without a sales charge. The Fund
may reject any purchase order if it is determined that accepting the order would
not be in the best interest of the STI Classic Funds or its shareholders.

WHEN CAN YOU PURCHASE SHARES?

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

The price per share (the offering price) will be the net asset value per share
(NAV) next determined after the Fund receives the purchase order. The Fund
calculates its NAV once each Business Day at the regularly-scheduled close of
normal trading on the New York Stock Exchange (normally, 4:00 p.m. Eastern
time.) So, for you to be eligible to receive dividends declared on the day that
purchase order is submitted, the Fund must generally receive that order

Page 8 of 12
<PAGE>

before 3:00 p.m. Eastern time and federal funds (readily available funds) before
4:00 p.m. Eastern time.

FOR CUSTOMERS OF SUNTRUST

CORPORATE TRUST SHARES WILL BE HELD OF RECORD (IN THE NAME OF) SUNTRUST. YOU MAY
HAVE TO TRANSMIT YOUR PURCHASE AND SALE REQUESTS TO SUNTRUST AT AN EARLIER TIME
THAN THOSE LISTED ABOVE FOR YOUR TRANSACTION TO BE BECOME EFFECTIVE THAT DAY.
THIS ALLOWS SUNTRUST TIME TO PROCESS YOUR REQUEST AND TRANSMIT IT TO THE
ADMINISTRATOR OR THE TRANSFER AGENT IN TIME TO MEET THE ABOVE STATED FUND
CUT-OFF TIMES. FOR MORE INFORMATION ABOVE HOW TO PURCHASE OR SELL FUNDS SHARES
THROUGH YOUR ACCOUNT, INCLUDING SPECIFIC INTERNAL ORDER ENTRY CUT-OFF TIMES,
PLEASE CONTACT SUNTRUST DIRECTLY.

HOW THE FUND CALCULATES NAV

In calculating NAV, the Fund generally values its investment portfolio using the
amortized cost valuation method, which is described in detail in the SAI. If
this method is determined to be unreliable during certain market conditions or
for other reasons, the Fund may value its portfolio at market price or fair
value prices may be determined in good faith using methods approved by the Board
of Trustees.

NET ASSET VALUE

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

HOW TO SELL YOUR FUND SHARES

Shares may be sold (sometimes called "redeem") on any Business Day by contacting
SunTrust. SunTrust will provide information about how to sell your shares
including any specific cut-off times required.

Redemption orders must be sent to the Fund by SunTrust as the record owner of
shares. If you own Corporate Trust Shares through a subsidiary of SunTrust you
may sell shares by following the procedures established when you opened your
account or accounts.

Redemption orders must be received by the Fund on a Business Day before 3:00
p.m. Eastern time. Orders received after 3:00 p.m. Eastern time will be
executed the following Business Day.

RECEIVING YOUR MONEY

Normally, the Fund will send your sale proceeds within three Business Days after
they receive your request, but it may take up to five days.

Page 9 of 12
<PAGE>

REDEMPTIONS IN KIND

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

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

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

TELEPHONE TRANSACTIONS

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

DIVIDENDS AND DISTRIBUTIONS

The Fund declares dividends daily and distributes its income monthly. The Fund
makes distributions of capital gains, if any, at least annually. If you own
Fund shares on a Fund's record date, you will be entitled to receive the
distribution.

Page 10 of 12
<PAGE>

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 Fund and its shareholders. This summary is based on
current tax laws, which may change.

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

MORE INFORMATION ABOUT TAXES IS IN THE SAI.

Page 11 of 12
<PAGE>

STI CLASSIC FUNDS

INVESTMENT ADVISOR

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

DISTRIBUTOR

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

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP

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

STATEMENT OF ADDITIONAL INFORMATION (SAI)

ANNUAL AND SEMI-ANNUAL REPORTS

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

TO OBTAIN MORE INFORMATION:

BY TELEPHONE: Call [VAR:PhoneNumber]

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

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

Page 12 of 12
<PAGE>

STI CLASSIC FUNDS

CLASSIC INSTITUTIONAL U.S. TREASURY SECURITIES MONEY MARKET FUND

CORPORATE TRUST SHARES

INVESTMENT ADVISOR:

TRUSCO CAPITAL MANAGEMENT, INC.

This Statement of Additional Information is not a prospectus. It is intended
to provide additional information regarding the activities and operations of
the STI Classic Funds (the "Trust") and should be read in conjunction with the
prospectus dated October 1, 1999 for the Corporate Trust Shares of the Trust's
Classic Institutional U.S. Treasury Securities Money Market Fund. The
prospectus may be obtained through the Distributor, SEI Investments
Distribution Co., Oaks, Pennsylvania 19456.

TABLE OF CONTENTS
PAGE
THE TRUST...................................................................B-2
INVESTMENT POLICIES AND STRATEGIES..........................................B-2
DESCRIPTION OF PERMITTED INVESTMENTS........................................B-2
INVESTMENT LIMITATIONS......................................................B-4
INVESTMENT ADVISOR..........................................................B-6
THE ADMINISTRATOR...........................................................B-7
THE DISTRIBUTOR.............................................................B-7
THE TRANSFER AGENT..........................................................B-8
THE CUSTODIAN...............................................................B-8
INDEPENDENT PUBLIC ACCOUNTANTS..............................................B-8
LEGAL COUNSEL...............................................................B-9
TRUSTEES AND OFFICERS OF THE TRUST..........................................B-9
PERFORMANCE INFORMATION....................................................B-12
COMPUTATION OF YIELD.......................................................B-12
PURCHASING SHARES..........................................................B-13
REDEEMING SHARES...........................................................B-13
DETERMINATION OF NET ASSET VALUE...........................................B-14
TAXES......................................................................B-14
FUND TRANSACTIONS..........................................................B-16
TRADING PRACTICES AND BROKERAGE............................................B-16
DESCRIPTION OF SHARES......................................................B-18
SHAREHOLDER LIABILITY......................................................B-18
LIMITATION OF TRUSTEES' LIABILITY..........................................B-18
YEAR 2000..................................................................B-19
5% AND 25% SHAREHOLDERS....................................................B-19
EXPERTS....................................................................B-19

October 1, 1999

<PAGE>

THE TRUST

STI Classic Funds (the "Trust") is a diversified, open-end management investment
company established under Massachusetts law as a Massachusetts business trust
under a Declaration of Trust dated January 15, 1992. The Declaration of Trust
permits the Trust to offer separate series ("Funds") of units of beneficial
interest ("shares") and different classes of shares of each Fund. Shares of the
Classic Institutional U.S. Treasury Securities Money Market Fund are sold
through two separate classes (Institutional Shares and Corporate Trust Shares)
which provide for variations in distribution costs. Each share of each Fund
represents an equal proportionate interest in that portfolio. See "Description
of Shares." This Statement of Additional Information relates to the Corporate
Trust Shares of the Classic Institutional U.S. Treasury Securities Money Market
Fund (the "Fund").

INVESTMENT POLICIES AND STRATEGIES

The Fund intends to comply with federal regulations applicable to money market
funds using the amortized cost method for calculating net asset value, which
require the 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. The Fund seeks to manage its investments in a
manner consistent with the criteria for obtaining an Aaa rating by Moody's
Investors Service ("Moody's") and/or an AAA rating by Standard & Poor's
Corporation ("S&P"). These requirements will also limit the Fund's ability to
generate high current income. For a further discussion of these rules, see
"Description of Permitted Investments."

The Fund will invest exclusively in U.S. Treasury obligations and any repurchase
agreements with dealers will be selected pursuant to guidelines adopted by the
Trust's Board of Trustees and collateralized by U.S. Treasury obligations.

DESCRIPTION OF PERMITTED INVESTMENTS

ILLIQUID SECURITIES

B-2
<PAGE>

OTHER INVESTMENTS

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(k)
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 constrains in the (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 secretes of a single
issuer for three "business days" (that is, any day other than a Saturday, Sunday
or customary business holiday). In the event that the security owned by the Fund
is downgraded below the stated rating categories, the Advisor will review and
take appropriate action with regard to the security.

REPURCHASE AGREEMENTS

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

Repurchase agreements are considered to be loans by the Fund for purposes of its
investment limitations. The repurchase agreements entered into by the Fund will
provide that the underlying security at all times shall have a value at least
equal to 102% of the resale price stated in the agreement (the Advisor monitors
compliance with this requirement). Under all repurchase agreements entered into
by a Fund,

B-3
<PAGE>

the Custodian or its agent must take possession of the underlying collateral.
However, if the seller defaults, the Fund could realize a loss on the sale of
the underlying security to the extent that the proceeds of the sale including
accrued interest are less than the resale price provided in the agreement
including interest. In addition, even though the Bankruptcy Code provides
protection for most repurchase agreements, if the seller should be involved in
bankruptcy or insolvency proceedings, a Fund may incur delay and costs in
selling the underlying security or may suffer a loss of principal and interest
if the Fund is treated as an unsecured creditor and required to return the
underlying security to the seller's estate.

SECURITIES LENDING

The Fund may lend securities pursuant to agreements which require that the
loans be continuously secured by collateral at all times equal to 100% of the
market value of the loaned securities which consists of cash, securities of
the U.S. Government or its agencies, or any combination of cash and such
securities. Such loans will not be made if, as a result, the aggregate amount
of all outstanding securities loans for the Fund exceed one-third of the
value of the Fund's total assets taken at fair market value. The Fund will
continue to receive interest on the securities lent while simultaneously
earning interest on the investment of the cash collateral in U.S. Government
securities. However, the Fund will normally pay lending fees to such
broker-dealers and related expenses from the interest earned on invested
collateral. There may be risks of delay in receiving additional collateral or
risks of delay in recovery of the securities or even loss of rights in the
collateral should the borrower of the securities fail financially. However,
loans are made only to borrowers deemed by the Advisor to be of good standing
and when, in the judgment of the Advisor, the consideration which can be
earned currently from such securities loans justifies the attendant risk. Any
loan may be terminated by either party upon reasonable notice to the other
party. The Fund may use the Distributor or a broker-dealer affiliate of the
Advisor as a broker in these transactions.

STRIPS

The Fund may invest in Separately Traded Interest and Principal Securities
("STRIPS"), which are component parts of U.S. Treasury Securities traded
through the Federal Book-Entry System. The Advisor will only purchase STRIPS
that it determines are liquid or, if illiquid, do not violate the Fund's
investment policy concerning investments in illiquid securities. Consistent
with Rule 2a-7 under the Investment Company Act of 1940, as amended, (the
"1940 Act"), the Advisor will only purchase STRIPS for the Fund that have a
remaining maturity of 397 days or less; therefore, the Fund currently may only
purchase interest component parts of U.S. Treasury Securities. While there is
no limitation on the percentage of the Fund's assets that may be comprised of
STRIPS, the Advisor will monitor the level of such holdings to avoid the risk
of impairing Shareholders' redemption rights and of deviations in the value of
shares of the Fund.

B-4
<PAGE>

U.S. TREASURY OBLIGATIONS

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 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.

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 obligations increases over time to reflect the interest accrued. 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.

INVESTMENT LIMITATIONS

The following are fundamental policies of the Fund and cannot be changed with
respect to a Fund without the consent of the holders of a majority of the Fund's
outstanding shares.

B-5
<PAGE>

The term "a majority of the outstanding shares" of the Fund means the vote of
the lesser of (i) 67% or more of the shares of the Fund present at a meeting, if
the holders of more than 50% of the outstanding shares of the Fund are present
or represented by proxy or (ii) more than 50% of the outstanding shares of the
Fund.

The Fund may not:

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

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

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

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

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

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

B-6
<PAGE>

9. Purchase securities of other investment companies except for money market
funds and CMOs and REMICs deemed to be investment companies and then only
as permitted by the 1940 Act and the rules and regulations thereunder.
Under these rules and regulations, the Fund is prohibited from acquiring
the securities of other investment companies if, as a result of such
acquisition, the Fund owns more than 3% of the total voting stock of the
company; securities issued by any one investment company represent more
than 5% of the total assets of the Fund; or securities (other than treasury
stock) issued by all investment companies represent more than 10% of the
total assets of the Fund.

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

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

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

NON-FUNDAMENTAL POLICIES

The Fund may not purchase or hold illiquid securities, I.E., securities that
cannot be disposed of for their approximate carrying value in seven days or
less (which term includes repurchase agreements and time deposits maturing in
more than seven days) if, in the aggregate, more than 10% of its net assets
would be invested in illiquid securities.

B-7
<PAGE>

INVESTMENT ADVISOR

The Trust and Trusco Capital Management, Inc. (the "Advisor") have entered into
an advisory agreement (the "Advisory Agreement"). The Advisor is an indirect
wholly-owned subsidiary of SunTrust Banks, Inc. ("SunTrust"). SunTrust is a bank
holding company with assets of $ ____ as of ______, 1999. The Advisory Agreement
provides that the Advisor shall not be protected against any liability to the
Trust or its Shareholders by reason of willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard of its obligations or duties thereunder.

The Advisory Agreement provides that if, for any fiscal year, the ratio of
expenses of the Fund (including amounts payable to the Advisor but excluding
interest, taxes, brokerage, litigation, and other extraordinary expenses)
exceeds limitations established by certain states, the Advisor and/or the
Administrator will bear the amount of such excess. The Advisor will not be
required to bear expenses of the Trust to an extent which would result in the
Fund's inability to qualify as a regulated investment company under provisions
of the Internal Revenue Code.

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

For the fiscal years ended May 31, 1999, May 31, 1998, and May 31, 1997, the
Fund paid the following advisory fees:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
FEES PAID FEES WAIVED OR REIMBURSED
- ---------------------------------------------------------------------------------------
1999 1998 1997 1999 1998 1997
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

- ---------------------------------------------------------------------------------------
</TABLE>

BANKING LAWS

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

B-8
<PAGE>

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

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

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

THE ADMINISTRATOR

The Trust and SEI Investment Mutual Funds Services (the "Administrator"), are
parties to an administration agreement (the "Administration Agreement") dated
May 29, 1992. The Administration Agreement provides that the Administrator shall
not be liable for any error of judgment or mistake of law or for any loss
suffered by the Trust in connection with the matters to which the Administration
Agreement relates, except a loss resulting from willful misfeasance, bad faith
or gross negligence on the part of the Administrator in the performance of its
duties or from reckless disregard by it of its duties and obligations
thereunder.

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

B-9
<PAGE>

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

For the fiscal years ended May 31, 1999, May 31, 1998 and May 31, 1997, the
Fund paid the following administration fees:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
FEES PAID FEES WAIVED
- ---------------------------------------------------------------------------------------
1999 1998 1997 1999 1998 1997
- ---------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>

- ---------------------------------------------------------------------------------------
</TABLE>

THE DISTRIBUTOR

THE TRANSFER AGENT

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

THE CUSTODIAN

SunTrust Bank, Atlanta, 303 Peachtree Street N.E., 14th Floor, Atlanta, GA 30308
serves as the custodian for the all of the Funds.

INDEPENDENT PUBLIC ACCOUNTANTS

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

LEGAL COUNSEL

B-10
<PAGE>

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

TRUSTEES AND OFFICERS OF THE TRUST

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

T. GORDY GERMANY (11/28/25) -Trustee - Retired President, Chairman, and CEO of
Crawford & Company; held these positions, 1973-1987. Member of the Board of
Directors, 1970-1990, joined

B-11
<PAGE>

company in 1948; spent entire career at Crawford, currently serves on Boards of
Norrell Corporation and Mercy Health Services, the latter being the holding
company of St. Joseph's Hospitals.

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

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

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

LYNDA J. STRIEGEL (10/30/48) - Vice President and Assistant Secretary - Vice
President and Assistant Secretary of the Administrator and the Distributor since
1998. Senior Asset Management Counsel, Barnett Banks, Inc., 1997-1998. Partner,
Groom and Nordberg, Chartered, 1996-1997. Associate General Counsel, Riggs Bank,
N.A., 1991-1995.

B-12
<PAGE>

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

JOHN H. GRADY, JR. (6/1/61) - Assistant Secretary -1701 Market Street,
Philadelphia, Pennsylvania 19103. Partner, Morgan, Lewis & Bockius LLP (law
firm) since 1995, counsel to the Trust, Administrator and Distributor, since
1993.
- -------------
* Messrs. Looney, Goodrum, McNair, and Cammack may be deemed to be
"interested persons" of the Trust as defined in the Investment Company Act
of 1940.

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

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

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
ESTIMATED
PENSION OR ANNUAL TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS BENEFITS FROM FUND AND FUND
COMPENSATION ACCRUED AS PART OF UPON COMPLEX PAID TO
NAME OF PERSON, POSITION FROM FUND FUND EXPENSES RETIREMENT TRUSTEES
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Daniel S. Goodrum, Trustee $ N/A N/A $ for service on two boards
- -----------------------------------------------------------------------------------------------------------------------------------
Wilton Looney, Trustee $ N/A N/A $ for service on two boards
- -----------------------------------------------------------------------------------------------------------------------------------
Champney A. McNair, Trustee $ N/A N/A $ for service on two boards
- -----------------------------------------------------------------------------------------------------------------------------------
F. Wendell Gooch, Trustee $ N/A N/A $ for service on two boards
- -----------------------------------------------------------------------------------------------------------------------------------
T. Gordy Germany, $ N/A N/A $ for service on two boards
Trustee
- -----------------------------------------------------------------------------------------------------------------------------------
Dr. Bernard F. Sliger, Trustee $ N/A N/A $ for service on two boards
- -----------------------------------------------------------------------------------------------------------------------------------
Jonathan T. Walton, Trustee $ N/A N/A $ for service on two boards
- -----------------------------------------------------------------------------------------------------------------------------------
William H. Cammack, $ N/A N/A $ for service on two boards
Trustee
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

B-13
<PAGE>

PERFORMANCE INFORMATION

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

PERFORMANCE COMPARISONS

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

COMPUTATION OF YIELD

The current yield of the Fund will be calculated daily based upon the seven
days ending on the date of calculation (the "base period"). The yield is
computed by determining the net change (exclusive of capital changes) in the
value of a hypothetical pre-existing shareholder account having a balance of
one share at the beginning of the period, subtracting a hypothetical charge
reflecting deductions from shareholder accounts, and dividing such net change
by the value of the account at the beginning of the same period to obtain the
base period return and multiplying the result by (365/7). Realized and
unrealized gains and losses are not included in the calculation of the yield.
The effective compound yield of the Fund is determined by computing the net
change, exclusive of capital changes, in the value of a hypothetical
pre-existing account having a balance of one share at the beginning of the
period, subtracting a hypothetical charge reflecting deductions from
shareholder accounts, and dividing the difference by the value of the account
at the beginning of the base period to obtain the base period return, and
then compounding the base period return by adding 1, raising the sum to a
power equal to 365 divided by 7, and subtracting 1 from the result, according
to the following formula: Effective Yield = (Base Period Return + 1)
TO THE POWER OF 365/7] - 1. The current and the effective yields reflect the
reinvestment of net income earned daily on portfolio assets.

<TABLE>
<CAPTION>
- -----------------------------------------------
7-DAY YIELD 7-DAY EFFECTIVE YIELD

- -----------------------------------------------
<S> <C>
% %

- ------------------------------------------------
</TABLE>

The yield of the Fund fluctuates, and the annualization of a week's dividend is
not a representation by the Trust as to what an investment in the Fund will
actually yield in the future. Actual yields will depend on such variables as
asset quality, average asset maturity, the type of instruments the Fund invests
in, changes in interest rates on money market instruments, changes in the
expenses of the Fund and other factors.

B-14
<PAGE>

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

CALCULATION OF TOTAL RETURN

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

Based on the foregoing, the average annual total returns for the Fund from
inception through May 31, 1999 and for one-year periods ended May 31, 1999 were
as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN
- ---------------------------------------------------------------
ONE-YEAR THREE-YEAR SINCE
INCEPTION
- ---------------------------------------------------------------
<S> <C> <C>

- ---------------------------------------------------------------
</TABLE>

ADVERTISING

From time to time, the Trust may include the names of clients of the Advisor in
advertisements and/or sales literature for the Trust.

PURCHASING SHARES

Purchases and redemptions of shares of the Fund may be made on any day the New
York Stock Exchange ("NYSE") is open for business. Currently, the NYSE is closed
on: New Year's Day, Martin

B-15
<PAGE>

Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day.

REDEEMING SHARES

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

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

Certain state securities laws may require those financial institutions providing
certain distribution services to the Trust to register as dealers pursuant to
state law.

DETERMINATION OF NET ASSET VALUE

The net asset value per share of the Fund is calculated daily by the
Administrator by adding the value of securities and other assets, subtracting
liabilities and dividing by the number of outstanding shares. Securities will be
valued by the amortized cost method which involves valuing a security at its
cost on the date of purchase and thereafter (absent unusual circumstances)
assuming a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuations in general market rates of interest on
the value of the instrument. While this method provides certainty in valuation,
it may result in periods during which a security's value, as determined by this
method, is higher or lower than the price the Fund would receive if it sold the
instrument. During periods of declining interest rates, the daily yield of a
Fund may tend to be higher than a like computation made by a company with
identical investments utilizing a method of valuation based upon market prices
and estimates of market prices for all of its portfolio securities. Thus, if the
use of amortized cost by the Fund resulted in a lower aggregate portfolio value
on a particular day, a prospective investor in the Fund would be able to obtain
a somewhat higher yield than would result from investment in a company utilizing
solely market values,

B-16
<PAGE>

and existing investors in the Fund would experience a lower yield. The converse
would apply in a period of rising interest rates.

The Fund's use of amortized cost and the maintenance of the Fund's net asset
value at $1.00 are permitted by regulations promulgated by Rule 2a-7 under the
1940 Act, provided that certain conditions are met. The regulations also require
the Trustees to establish procedures which are reasonably designed to stabilize
the net asset value per share at $1.00 for the Fund. Such procedures include the
determination of the extent of deviation, if any, of the Fund current net asset
value per share calculated using available market quotations from the Fund's
amortized cost price per share at such intervals as the Trustees deem
appropriate and reasonable in light of market conditions and periodic reviews of
the amount of the deviation and the methods used to calculate such deviation. In
the event that such deviation exceeds 1/2 of 1%, the Trustees are required to
consider promptly what action, if any, should be initiated, and, if the Trustees
believe that the extent of any deviation may result in material dilution or
other unfair results to Shareholders, the Trustees are required to take such
corrective action as they deem appropriate to eliminate or reduce such dilution
or unfair results to the extent reasonably practicable. Such actions may include
the sale of portfolio instruments prior to maturity to realize capital gains or
losses or to shorten average portfolio maturity; withholding dividends;
redeeming shares in kind; or establishing a net asset value per share by using
available market quotations. In addition, if the Funds incur a significant loss
or liability, the Trustees have the authority to reduce pro rata the number of
shares of the Fund in each Shareholder's account and to offset each
Shareholder's pro rata portion of such loss or liability from the Shareholder's
accrued but unpaid dividends or from future dividends while each other Fund must
annually distribute at least 90% of its investment company taxable income.

TAXES

The following is a summary of certain Federal income tax considerations
generally affecting the Funds and their shareholders that are not described in
the Fund's prospectus. No attempt is made to present a detailed explanation of
the Federal tax treatment of the Fund or their Shareholders, and the discussion
here and in the Funds' prospectus is not intended as a substitute for careful
tax planning.

FEDERAL INCOME TAX

In order to qualify for treatment as a regulated investment company ("RIC")
under the Internal Revenue Code of 1986, as amended ("Code"), the Fund must
distribute annually to its Shareholders at least the sum of 90% of its net
interest income excludable from gross income plus 90% of its investment company
taxable income (generally, net investment income plus net short-term capital
gain) ("Distribution Requirement") and also must meet several additional
requirements. Among these

B-17
<PAGE>

requirements are the following: (i) at least 90% of the Fund's gross income each
taxable year must be derived from dividends, interest, payments with respect to
securities loans, and gains from the sale or other disposition of stock or
securities, or certain other income; (ii) at the close of each quarter of the
Fund's taxable year, at least 50% of the value of its total assets must be
represented by cash and cash items, U.S. Government securities, securities of
other RIC's and other securities, with such other securities limited, in respect
of any one issuer, to an amount that does not exceed 5% of the value of a Fund's
assets and that does not represent more than 10% of the outstanding voting
securities of the issuer; and (iii) at the close of each quarter of the Fund's
taxable year, not more than 25% of the value of its assets may be invested in
securities (other than U.S. Government securities or the securities of other
RIC's) of any one issuer, or of two or more issuers engaged in same or similar
businesses if the Fund owns at least 20% of the voting power of such issuers.
Requirement (ii) no longer applies for tax years beginning after August 5, 1997.

In addition, the Fund will distribute by the end of any calendar year 98% of its
ordinary income for that year and 98% of its capital gain net income for the
one-year period ending on October 31 of that calendar year, plus certain other
amounts. The 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.

If, at the close of each quarter of its taxable year, at least 50% of the value
of the Fund's total assets consists of obligations the interest on which is
excludable from gross income, the Fund may pay "exempt-interest dividends," as
defined in Section 852(b)(5) of the Code, to its Shareholders.

Any gain or loss recognized on a sale or redemption of Shares of the Fund by a
Shareholder who is not a dealer in securities will generally be treated as a
long-term capital gain or loss if the shares have been held for more than
eighteen months, mid-term if the shares have been held for over one year but not
for over eighteen months, and short-term if for a year or less. If shares held
for six months or less are sold or redeemed for a loss, two special rules apply:
First, if shares on which a net capital gain distribution has been received are
subsequently sold or redeemed, and such shares have been held for six months or
less, any loss recognized will be treated as long-term capital loss to the
extent of the long-term capital gain distributions. Second, any loss recognized
by a Shareholder upon the sale or redemption of shares of a tax-exempt fund held
for six months or less will be disallowed to the extent of any exempt-interest
dividends received by the Shareholder with respect to such shares.

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

FUND TRANSACTIONS

B-18
<PAGE>

operational facilities, and the firm's risk in positioning the securities
involved. While the Advisor generally seeks reasonably competitive spreads or
commissions, the Trust will not necessarily be paying the lowest spread or
commission available.

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

TRADING PRACTICES AND BROKERAGE

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

The Trust may allocate out of all commission business generated by all of the
funds and accounts under management by an Advisor, brokerage business to brokers
or dealers who provide brokerage and research services. These research services
include advice, either directly or through publications or writings, as to the
value of securities, the advisability of investing in, purchasing or selling
securities, and the availability of securities or purchasers or sellers of
securities; furnishing of analyses and reports concerning issuers, securities or
industries; providing information on economic factors and trends, assisting in
determining portfolio strategy, providing computer software used in security
analyses, and providing portfolio performance evaluation and technical market
analyses. Such services are used by an Advisor in connection with its investment
decision-making process with respect to one or more funds and accounts managed
by it, and may not be used exclusively with respect to the fund or account
generating the brokerage.

B-19
<PAGE>

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

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

B-20
<PAGE>

evaluating the reasonableness of commissions paid to the Distributor, and will
review these procedures periodically.

For the fiscal year ended May 31, 1999, the Fund paid the following brokerage
commissions with respect to portfolio transactions:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Total $ Total $ Total $ Total $ % of Total % of Total Total
Amount of Amount of Amount of Amount of Brokerage Brokered Brokerage
Brokered Brokered Brokerage Brokerage Commissions Transactions Commissions
Transactions Transactions Commissions Commissions Paid to Effected Paid to SFS in
for FYE Through Paid in FYE Paid to Affiliated Through Connection
5/31/99 Affiliates for 5/31/99 Affiliates in Brokers in Affiliated with
FYE 5/31/99 FYE 5/31/99 FYE 5/31/99 Brokers in Repurchase
FYE Agreement
5/31/99 Transactions
for FYE
5/31/99
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

- -------------------------------------------------------------------------------------------------------------
</TABLE>

DESCRIPTION OF SHARES

SHAREHOLDER LIABILITY

B-21
<PAGE>

indemnification out of the Trust property for any Shareholder held personally
liable for the obligations of the Trust.

LIMITATION OF TRUSTEES' LIABILITY

YEAR 2000

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

5% AND 25% SHAREHOLDERS

As of _____, 1999, the following persons were the only persons who were record
owners (or to the knowledge of the Trust, beneficial owners) of 5% and 25% or
more of the shares of the Fund. Persons who owned of record or beneficially more
than 25% of the Fund's outstanding shares may be deemed to control the Fund
within the meaning of the Act. The Trust believes that most of the shares of the
Fund were held for the record owner's fiduciary, agency or custodial customers.

EXPERTS

The financial statements as of May 31, 1999 have been audited by ___________,
Independent Public Accountants, as indicated in their report dated _________
with respect thereto, and are included herein in reliance upon the authority of
said firm as experts in giving said report.

B-22
<PAGE>

STI CLASSIC FUNDS
PART C: OTHER INFORMATION
POST-EFFECTIVE AMENDMENT NO. 31

Item 23. Exhibits:

(a) Declaration of Trust - originally filed with Registrant's Registration
Statement on Form N-1A filed February 12, 1992 and incorporated by
reference to Exhibit 1 of Post-Effective Amendment No. 15 to the
Registrant's Registration Statement filed with the SEC via EDGAR
Accession No. 0000912057-96-015938 on July 31, 1996.

(b)(1) By-Laws - originally filed with Registrant's Pre-Effective Amendment
No. 1 filed April 23, 1992 and incorporated by reference to Exhibit 2
of Post-Effective Amendment No. 15 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.

(b)(2) Amended By-Laws - incorporated by reference to Exhibit (b)(2) of
Post-Effective Amendment No. 23 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0001047469-98-027407 on July 15, 1998.

(d)(1) Revised Investment Advisory Agreement with Trusco Capital Management,
Inc. - as originally filed with Registrant's Post-Effective Amendment
No. 5 filed August 2, 1993 and incorporated by reference to Exhibit
5(c) of Post-Effective Amendment No. 15 to the Registrant's
Registration Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.

(d)(2) Investment Advisory Agreement with American National Bank and Trust
Company - as originally filed with Registrant's Post-Effective
Amendment No. 6 filed October 22, 1993 and as Exhibit 5(d) of
Post-Effective Amendment No. 15 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.

(d)(3) Investment Advisory Agreement with Sun Bank Capital Management,
National Association (now STI Capital Management, N.A. - as originally
filed with Registrant's Post-Effective Amendment No. 6 filed October
22, 1993 and incorporated by reference to Exhibit 5(e) of
Post-Effective Amendment No. 15 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.

(d)(4) Investment Advisory Agreement with Trust Company Bank (now SunTrust
Bank, Atlanta) - as originally filed with Registrant's Post-Effective
Amendment No. 6 filed October 22, 1993 and incorporated by reference to
Exhibit D(4) of Post-Effective Amendment No. 24 to the Registrant's
Statement filed with the SEC via EDGAR Accession No.
0001047469-98-028802 on July 30, 1998.

(e) Distribution Agreement - incorporated by reference to Exhibit 6 of
Post-Effective Amendment No. 16 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-96-021336 on September 27, 1996.

(f) Not applicable.

(g)(1) Custodian Agreement with Trust Company Bank dated February 1, 1994 -
originally filed with Registrant's Post-Effective Amendment No. 13
filed September 28, 1995 and incorporated by reference to Exhibit 8(b)
of Post-Effective Amendment No. 15 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.

(g)(2) Custodian Agreement with the Bank of California - incorporated by
reference to Exhibit 8(a) of Post-Effective Amendment No. 15 to the
Registrant's Registration Statement filed with the SEC via EDGAR
Accession No. 0000912057-96-015938 on July 31, 1996.

(g)(3) Fourth Amendment to Custodian Agreement by and between STI Trust &
Investment Operations, Inc. and The Bank of New York dated May 6, 1997
- incorporated by reference to Exhibit 8(d) of Post-Effective Amendment
No. 21 to the Registrant's Registration Statement filed with the SEC
via EDGAR Accession No.
0000912057-97-032207 on September 30, 1997.

(h)(1) Transfer Agent Agreement with Federated Services Company dated May 14,
1994 - originally filed with Post-Effective Amendment No. 9 filed
September 22, 1994 and incorporated by reference to Exhibit 8(c) of
Post-Effective Amendment No. 15 to the Registrant's Registration
Statement filed with the SEC via EDGAR

C-1

<PAGE>

Accession No. 0000912057-96-015938 on July 31, 1996.

(h)(2) Administration Agreement with SEI Financial Management Corporation
dated May 29, 1995 - originally filed with Post-Effective Amendment No.
12 filed August 17, 1995 and incorporated by reference to Exhibit 9(a)
of Post-Effective Amendment No. 15 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.

(h)(3) Consent to Assignment and Assumption of the Administration Agreement
between STI Classic Funds and SEI Financial Management Corporation -
incorporated by reference to Exhibit 9(b) of Post-Effective Amendment
No. 21 to the Registrant's Registration Statement filed with the SEC
via EDGAR Assession No. 0000912057-97-032207 on September 30, 1997.

(i) Opinion and Consent of Counsel - originally filed with Pre-Effective
Amendment No. 2 to the Registrant's Registration Statement on May 22,
1992 and incorporated by reference to Exhibit (i) of Post-Effective
Amendment No. 23 to the Registrant's Registration Statement filed with
the SEC via EDGAR Accession No. 0001047469-98-027407 on July 15, 1998.

(j) Not applicable.

(k) Not applicable.

(l) Not applicable.

(m)(1) Distribution Plan - Investor Class - incorporated by reference to
Exhibit 15 of Post-Effective Amendment No. 16 to the Registrant's
Registration Statement filed with the SEC via EDGAR Accession No.
0000912057-96-021336 on September 27, 1996.

(m)(2) Distribution and Service Agreement relating to Flex Shares dated May
29, 1995 - originally filed with Post-Effective Amendment No. 12 filed
August 17, 1995 and incorporated by reference to Exhibit 15(a) of
Post-Effective Amendment No. 15 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.

(n) Not applicable.

(o) Rule 18f-3 Plan - incorporated by reference to Exhibit (o) of
Post-Effective Amendment No. 23 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0001047469-98-027407 on July 15, 1998.

(o)(1) Certificate of Class Designation - incorporated by reference to Exhibit
(o)(1) of Post-Effective Amendment No. 27 to the Registrant's Statement
filed with the SEC via EDGAR Accession No. 0001047469-99-009731 on
April 15, 1999.

(p) Powers of Attorney - incorporated by reference to Exhibit (p) of
Post-Effective Amendment No. 24 to the Registrant's Statement filed
with the SEC via EDGAR Accession No. 0001047469-98-028802 on July 30,
1998.

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

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

Item 25. Indemnification:

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

C-2
<PAGE>

unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issues.

Item 26. Business and Other Connections of Investment Advisors:

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

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

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

Hunting F. Deutsch SunTrust Bank, Orlando --
Director

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

James R. Wood -- --
President

Elliott A. Perny -- --
Executive Vice President

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

Jonathan D. Rich -- --
Director

Larry M. Cole -- --
Senior Vice President

L. Earl Denney -- --
Executive Vice President

Ronald Schwartz -- --
Senior Vice President

Andre B.Prawato -- --
Senior Vice President

Edward J. Dau -- --
Senior Vice President
</TABLE>

C-3
<PAGE>

<TABLE>
<CAPTION>
Name of Connection with
Name Other Company Other Company
---- ------------- -------------
<S> <C> <C>
James K. Wood -- --
Senior Vice President

Mills A. Riddick -- --
Senior Vice President

Christopher A. Jones -- --
Senior Vice President

David E. West -- --
Vice President

Brett L. Barner -- --
Senior Vice President

TRUSCO CAPITAL MANAGEMENT, INC.

Douglas S. Phillips -- --
President

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

E. Jenner Wood SunTrust Banks, Inc. Director
Director

Donald W. Thurmond SunTrust Bank, Atlanta Director
Director

Bob M. Farmer -- --
Vice President

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

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

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

James P. Foster -- --
Vice President

Mark D. Garfinkel -- --
Vice President
</TABLE>

C-4
<PAGE>

<TABLE>
<CAPTION>
Name of Connection with
Name Other Company Other Company
---- ------------- -------------
<S> <C> <C>
Robert (Bob) G. Goggin -- --
Vice President

Joe E. Ransom -- --
Vice President

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

Jonathan Mote -- --
Vice President

Charles B. Leonard -- --
First Vice President

Mary F. Cernilli -- --
Vice President

Garrett P. Smith -- --
Vice President

Gregory L. Watkins -- --
Vice President

David S. Yealy -- --
Vice President

Robert J. Rhoades -- --
Senior Vice President

Kar Ming Leong -- --
Vice President

Stephen M. Yarbrough -- --
Vice President

Celia S. Stanley -- --
Vice President

Rebekah R. Alley -- --
Vice President

SUNTRUST BANK, ATLANTA

Robert R. Long SunTrust Banks of Chairman of the Board
Chairman of the Board and Georgia, Inc.
President
</TABLE>

C-5
<PAGE>

<TABLE>
<CAPTION>
Name of Connection with
Name Other Company Other Company
---- ------------- -------------
<S> <C> <C>
Ronald S. Crowding -- Executive Vice President
Executive Vice President

Charles B. Ginden -- --
Executive Vice President

William H. Rogers, Jr. -- --
Executive Vice President

Donald Wayne Thurmond -- --
Executive Vice President

Dr. William M. Chase Emory University President
Director

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

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

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

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

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

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

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

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

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

R. Randall Rollins Rollins, Inc. Chairman of the Board
Director Lor, Inc. Director
Maran, Inc. Director
Gutterworld, Inc. Director
</TABLE>

C-6
<PAGE>

<TABLE>
<CAPTION>
Name of Connection with
Name Other Company Other Company
---- ------------- -------------
<S> <C> <C>

Dabora, Inc. Director & Secretary
Simpson, Nance & Graham Director
Auto Parts Wholesale, Inc. Director
Global Expanded Metal, Inc. Director
Rollins Holding Co. Director
Rol, Ltd. Partner
Rollins Investment Fund Partner
Energy Partners Partner
Petro Partnership Partner
The Piedmont Investment Group Director
WRG, Ltd. Partner
Rollins, Inc. Chairman
RPC Energy Services, Inc. Chairman
The Mul Company Partner
Bugvac, Inc. Director
Omnitron Int'l, Inc. Director
MRG, Ltd. Partner

Gerald T. Adams -- --
Senior Vice President

James R. Albach -- --
Group Vice President

Gay Cash -- --
Vice President

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

Thomas R. Frisbie -- --
Group Vice President

Mark Stancil -- --
Group Vice President

David E. Thompson -- --
Vice President

Charles C. Watson -- --
Group Vice President

Dr. Mary B. Bullock Agnes Scott College President
Director
</TABLE>

C-7
<PAGE>

<TABLE>
<CAPTION>
Name of Connection with
Name Other Company Other Company
---- ------------- -------------
<S> <C> <C>
Larry L. Gellerstedt, III Beers Construction Co. Chairman
Director

John T. Glover Post Properties, Inc. President
Director

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

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

Charles H. McTier Robert Woodruff Foundation President
Director
</TABLE>

Item 27. Principal Underwriters:

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

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

SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI Institutional International Trust August 30, 1988
The Advisors' Inner Circle Fund November 14, 1991
The Pillar Funds February 28, 1992
CUFUND May 1, 1992
STI Classic Funds May 29, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
Boston 1784 Funds7 June 1, 1993
The PBHG Funds, Inc. July 16, 1993
Morgan Grenfell Investment Trust January 3, 1994
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
CrestFunds, Inc. March 1, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Huntington Funds January 11, 1996
SEI Asset Allocation Trust April 1, 1996
TIP Funds April 28, 1996
SEI Institutional Investments Trust June 14, 1996
First American Strategy Funds, Inc. October 1, 1996
HighMark Funds February 15, 1997
Armada Funds March 8, 1997

C-8
<PAGE>

PBHG Insurance Series Fund, Inc. April 1, 1997
The Expedition Funds June 9, 1997
Alpha Select Funds January 1, 1998
Oak Associates Funds February 27, 1998
The Nevis Fund, Inc. June 29, 1998
The Parkstone Group of Funds September 14, 1998
CNI Charter Funds April 1, 1999
The Parkstone Advantage Fund May 1, 1999
Amerinds Funds, Inc. July 13, 1999

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

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

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

C-9
<PAGE>

Carolyn McLaurin Vice President & Managing Director --
W. Kelso Morrill Vice President President, Controller, Treasurer
& Chief Financial Officer
Mark Nagle Vice President President, Controller, Treasurer
& Chief Financial Officer
Joanne Nelson Vice President --
Cynthia M. Parrish Vice President & Assistant Secretary --
Kim Rainey Vice President --
Rob Redican Vice President --
Maria Rinehart Vice President --
Mark Samuels Vice President & Managing Director --
Steve Smith Vice President --
Daniel Spaventa Vice President --
Kathryn L. Stanton Vice President & Assistant Secretary --
Lynda J. Striegel Vice President & Assistant Secretary Vice President &
Assistant Secretary
Lori L. White Vice President & Assistant Secretary --
Wayne M. Withrow Vice President & Managing Director --
</TABLE>

Item 28. Location of Accounts and Records:

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

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

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

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

(b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1),(4); (2)(C) and (D); (4);
(5); (6); (8); (9); (10); (11); and 31a-1(f), the required books and records are
maintained at the offices of Registrant's Administrator:

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

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<PAGE>

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

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

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

SunTrust Bank, Atlanta
25 Park Place
Atlanta, Georgia 30303

Item 29. Management Services: None.

Item 30. Undertakings: None.

NOTICE

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

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<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 (the
"Securities Act") and the Investment Company Act of 1940, as amended and has
duly caused this Post-Effective Amendment No. 31 to Registration Statement No.
33-91476 to be signed on its behalf by the undersigned, duly authorized, in the
City of Oaks, Commonwealth of Pennsylvania on the 28th day of July, 1999.

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

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

<TABLE>
<CAPTION>
<S> <C> <C>
* Trustee July 28, 1999
- ---------------------------------------------
F. Wendell Gooch

* Trustee July 28, 1999
- ---------------------------------------------
Daniel S. Goodrum

* Trustee July 28, 1999
- ---------------------------------------------
Wilton Looney

* Trustee July 28, 1999
- ---------------------------------------------
Champney A. McNair

* Trustee July 28, 1999
- ---------------------------------------------
T. Gordy Germany

* Trustee July 28, 1999
- ---------------------------------------------
Bernard F. Sliger

* Trustee July 28, 1999
- ---------------------------------------------
Jonathan T. Walton

* Trustee July 28, 1999
- ---------------------------------------------
William H. Cammack

/s/ Mark Nagle President, July 28, 1999
- --------------------------------------------- Chief Financial Officer
Mark Nagle & Chief Executive Officer
</TABLE>

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

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<PAGE>

EXHIBIT INDEX

Number Exhibit
- ------ -------

EX-99.A Declaration of Trust - originally filed with Registrant's
Registration Statement on Form N-1A filed February 12, 1992 and
incorporated by reference to Exhibit 1 of Post-Effective Amendment
No. 15 to the Registrant's Registration Statement filed with the
SEC via EDGAR Accession No. 0000912057-96-015938 on July 31, 1996.

EX-99.B1 By-Laws - originally filed with Registrant's Pre-Effective
Amendment No. 1 filed April 23, 1992 and incorporated by reference
to Exhibit 2 of Post-Effective Amendment No. 15 to the
Registrant's Registration Statement filed with the SEC via EDGAR
Accession No. 0000912057-96-015938 on July 31, 1996.

EX-99.B2 Amended By-Laws - incorporated by reference to Exhibit (b)(2) of
Post-Effective Amendment No. 23 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0001047469-98-027407 on July 15, 1998.

EX-99.C Not applicable.

EX-99.D1 Revised Investment Advisory Agreement with Trusco Capital
Management, Inc. - as originally filed with Registrant's
Post-Effective Amendment No. 5 filed August 2, 1993 and
incorporated by reference to Exhibit 5(c) of Post-Effective
Amendment No. 15 to the Registrant's Registration Statement filed
with the SEC via EDGAR Accession No. 0000912057-96-015938 on July
31, 1996.

EX-99.D2 Investment Advisory Agreement with American National Bank and
Trust Company - as originally filed with Registrant's
Post-Effective Amendment No. 6 filed October 22, 1993 and as
Exhibit 5(d) of Post-Effective Amendment No. 15 to the
Registrant's Registration Statement filed with the SEC via EDGAR
Accession No. 0000912057-96-015938 on July 31, 1996.

EX-99.D3 Investment Advisory Agreement with Sun Bank Capital Management,
National Association (now STI Capital Management, N.A. - as
originally filed with Registrant's Post-Effective Amendment No. 6
filed October 22, 1993 and incorporated by reference to Exhibit
5(e) of Post-Effective Amendment No. 15 to the Registrant's
Registration Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.

EX-99.D4 Investment Advisory Agreement with Trust Company Bank (now
SunTrust Bank, Atlanta) - as originally filed with Registrant's
Post-Effective Amendment No. 6 filed October 22, 1993 and filed
herewith.

EX-99.E Distribution Agreement - incorporated by reference to Exhibit 6 of
Post-Effective Amendment No. 16 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-96-021336 on September 27, 1996.

EX-99.F Not applicable.

EX-99.G1 Custodian Agreement with Trust Company Bank dated February 1, 1994
- originally filed with Registrant's Post-Effective Amendment No.
13 filed September 28, 1995 and incorporated by reference to
Exhibit 8(b) of Post-Effective Amendment No. 15 to the
Registrant's Registration Statement filed with the SEC via EDGAR
Accession No. 0000912057-96-015938 on July 31, 1996.

EX-99.G2 Custodian Agreement with the Bank of California - incorporated by
reference to Exhibit 8(a) of Post-Effective Amendment No. 15 to
the Registrant's Registration Statement filed with the SEC via
EDGAR Accession No. 0000912057-96-015938 on July 31, 1996.

EX-99.G3 Fourth Amendment to Custodian Agreement by and between STI Trust &
Investment

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<PAGE>

Operations, Inc. and The Bank of New York dated May 6, 1997 -
incorporated by reference to Exhibit 8(d) of Post-Effective
Amendment No. 21 to the Registrant's Registration Statement
filed with the SEC via EDGAR Accession No. 0000912057-97-032207
on September 30, 1997.

EX-99.H1 Transfer Agent Agreement with Federated Services Company dated May
14, 1994 - originally filed with Post-Effective Amendment No. 9
filed September 22, 1994 and incorporated by reference to Exhibit
8(c) of Post-Effective Amendment No. 15 to the Registrant's
Registration Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.

EX-99.H2 Administration Agreement with SEI Financial Management Corporation
dated May 29, 1995 - originally filed with Post-Effective
Amendment No. 12 filed August 17, 1995 and incorporated by
reference to Exhibit 9(a) of Post-Effective Amendment No. 15 to
the Registrant's Registration Statement filed with the SEC via
EDGAR Accession No. 0000912057-96-015938 on July 31, 1996.

EX-99.H3 Consent to Assignment and Assumption of the Administration
Agreement between STI Classic Funds and SEI Financial Management
Corporation - incorporated by reference to Exhibit 9(b) of
Post-Effective Amendment No. 21 to the Registrant's Registration
Statement filed with the SEC via EDGAR Assession No.
0000912057-97-032207 on September 30, 1997.

EX-99.I Opinion and Consent of Counsel - originally filed with
Pre-Effective Amendment No. 2 to the Registrant's Registration
Statement on May 22, 1992 and incorporated by reference to Exhibit
(i) of Post-Effective Amendment No. 23 to the Registrant's
Registration Statement filed with the SEC via EDGAR Accession No.
0001047469-98-027407 on July 15, 1998.

EX-99.J Not applicable.

EX-99.K Not applicable.

EX-99.L Not applicable.

EX-99.M1 Distribution Plan - Investor Class - incorporated by reference to
Exhibit 15 of Post-Effective Amendment No. 16 to the Registrant's
Registration Statement filed with the SEC via EDGAR Accession No.
0000912057-96-021336 on September 27, 1996.

EX-99.M2 Distribution and Service Agreement relating to Flex Shares dated
May 29, 1995 - originally filed with Post-Effective Amendment No.
12 filed August 17, 1995 and incorporated by reference to Exhibit
15(a) of Post-Effective Amendment No. 15 to the Registrant's
Registration Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.

EX-99.N Not applicable.

EX-99.O Rule 18f-3 Plan - incorporated by reference to Exhibit (i) of
Post-Effective Amendment No. 23 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0001047469-98-027407 on July 15, 1998.

EX-99.O1 Certificate of Class Designation - incorporated by reference to
Exhibit (o)(1) of Post- Effective Amendment No. 27 to the
Registrant's Statement filed with the SEC via EDGAR Accession No.
0001047469-99-009731 on April 15, 1999.

EX-99.P Powers of Attorney - incorporated by reference to Exhibit (p) of
Post-Effective Amendment No. 24 to the Registrant's Statement
filed with the SEC via EDGAR Accession No. 0001047469-98-028802 on
July 30, 1998.

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