<PAGE>
STI CLASSIC FUNDS
EQUITY FUNDS
TRUST SHARES
PROSPECTUS
OCTOBER 1, 1999
INTERNATIONAL EQUITY FUND
SMALL CAP GROWTH STOCK FUND
INVESTMENT ADVISERS TO THE FUNDS:
STI CAPITAL MANAGEMENT, N.A.
TRUSCO CAPITAL MANAGEMENT, INC.
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>
HOW TO READ THIS PROSPECTUS
The STI Classic Funds is a mutual fund family that offers shares in separate
investment portfolios (Funds). The Funds have individual investment goals and
strategies. This prospectus gives you important information about the Trust
Shares of the International Equity Fund and the Small Cap Growth Stock 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 WHICH IS COMMON TO EACH OF THE
FUNDS. FOR MORE DETAILED INFORMATION ABOUT EACH FUND, PLEASE SEE:
<TABLE>
<CAPTION>
PAGE
<S> <C>
INTERNATIONAL EQUITY FUND......................................... 1
SMALL CAP GROWTH STOCK FUND....................................... 4
MORE INFORMATION ABOUT RISK....................................... 6
EACH FUND'S OTHER INVESTMENTS..................................... 6
THE INVESTMENT ADVISERS AND PORTFOLIO MANAGERS.................... 7
PURCHASING AND SELLING FUND SHARES................................ 7
DIVIDENDS AND DISTRIBUTIONS....................................... 8
TAXES............................................................. 9
FINANCIAL HIGHLIGHTS.............................................. 10
HOW TO OBTAIN MORE INFORMATION ABOUT THE
STI CLASSIC FUNDS.............................................Back Cover
</TABLE>
<PAGE>
RISK/RETURN INFORMATION
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.
The value of your investment in a Fund is based on the market value of the
securities the Fund holds. These prices change daily due to economic and other
events that affect particular companies and other issuers. These price
movements, sometimes called volatility, may be greater or lesser depending on
the types of securities a Fund owns and the markets in which they trade. The
effect on a Fund of a change in the value of a single security will depend on
how widely the Fund diversifies its holdings.
<PAGE>
INTERNATIONAL EQUITY FUND
FUND SUMMARY
INVESTMENT GOAL Long-term capital appreciation
INVESTMENT FOCUS Foreign common stocks
SHARE PRICE VOLATILITY High
PRINCIPAL INVESTMENT STRATEGY Attempts to identify undervalued
companies with good fundamentals
INVESTOR PROFILE Investors who want an increase in the
value of their investment without regard
to income, are willing to accept the
increased risks of international
investing for the possibility of higher
returns, and want exposure to a
diversified portfolio of international
stocks
INVESTMENT STRATEGY
The International Equity Fund invests primarily in common stocks and other
equity securities of foreign companies. In selecting investments for the Fund,
the Adviser diversifies the Fund's investments among at least three foreign
countries. The Fund invests primarily in developed countries, but may invest in
countries with emerging markets. The Adviser's "bottom-up" approach to stock
selection focuses on individual stocks and fundamental characteristics of
companies. The Adviser's goal is to find companies with top management, quality
products and sound financial positions, that are trading at a discount. Due to
its investment strategy, the Fund may buy and sell securities frequently. This
may result in higher transaction costs and additional capital gains tax
liabilities.
WHAT ARE THE RISKS OF INVESTING IN THIS FUND?
Since it purchases equity securities, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Fund's equity
securities may fluctuate drastically from day-to-day. Individual companies may
report poor results or be negatively affected by industry and/or economic trends
and developments. The prices of securities issued by such companies may suffer a
decline in response. These factors contribute to price volatility, which is the
principal risk of investing in the Fund.
The Fund is also subject to the risk that its market segment, foreign common
stocks, may underperform other equity market segments or the equity markets as a
whole.
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. In addition, investments in
foreign countries are generally denominated in a foreign currency. As a result,
changes in the value of those currencies compared to the U.S. dollar may affect
(positively or negatively) the
<PAGE>
value of a Fund's investments. These currency movements may happen separately
from and in response to events that do not otherwise affect the value of the
security in the issuer's home country.
Emerging market countries are countries that the World Bank or the United
Nations considers to be emerging or developing. Emerging markets may be more
likely to experience political turmoil or rapid changes in market or economic
conditions than more developed countries. In addition, the financial stability
of issuers (including governments) in emerging market countries may be more
precarious than in other countries. As a result, there will tend to be an
increased risk of price volatility associated with the Fund's investments in
emerging market countries, which may be magnified by currency fluctuations
relative to the U.S. dollar.
PERFORMANCE INFORMATION
The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future. The
periods prior to December 1995, when the Fund began operating, represent the
performance of the Adviser's similarly managed collective investment fund. This
past performance has been adjusted to reflect current expenses for Trust Shares
of the Fund. The Adviser's collective fund was not a registered mutual fund so
it was not subject to the same investment and tax restrictions as the Fund. If
it had been, the collective fund's performance would have been lower.
This bar chart shows changes in the performance of the Fund's Trust Shares from
year to year.*
<TABLE>
<CAPTION>
<S> <C>
1996 22.08%
1997 13.35%
1998 11.22%
BEST QUARTER WORST QUARTER
16.88% -18.28%
(12/31/98) (9/30/98)
</TABLE>
* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE
FUND'S TOTAL RETURN FROM 1/1/99 TO 6/30/99 WAS 2.91%.
THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDED DECEMBER 31, 1998, TO THOSE OF THE MORGAN STANLEY CAPITAL INTERNATIONAL
EUROPE, AUSTRALASIA AND FAR EAST (MSCI EAFE) INDEX.
<TABLE>
<CAPTION>
TRUST SHARES 1 YEAR SINCE INCEPTION
- -------------------------------------------------------------------------
<S> <C> <C>
INTERNATIONAL EQUITY FUND 11.22% 21.28%*
MSCI EAFE INDEX 20.00% 10.87%*
</TABLE>
* Since 1/31/95
<PAGE>
WHAT IS AN INDEX?
An index measures the market prices of a specific group of securities in a
particular market or securities in a market sector. You cannot invest directly
in an index. Unlike a mutual fund, an index does not have an investment adviser
and does not pay any commissions or expenses. If an index had expenses, its
performance would be lower. The MSCI EAFE Index is a widely-recognized,
capitalization-weighted (companies with larger market capitalizations have more
influence than those with smaller market capitalizations) index of over 900
securities listed on the stock exchanges in Europe, Australasia and the Far
East.
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>
TRUST SHARES
- -------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees 1.25%
Other Expenses 0.28%
-----
Total Annual Fund Operating Expenses 1.53%
</TABLE>
EXAMPLE
This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell your
shares at the end of 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>
$156 $483 $834 $1,824
</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 Adviser is voluntarily waiving a portion of its fees. ACTUAL
INVESTMENT ADVISORY FEES AND TOTAL OPERATING EXPENSES ARE 1.20% AND 1.48%,
RESPECTIVELY. The Adviser could discontinue this voluntary waiver at any time.
For more information about these fees, see "Investment Advisers."
<PAGE>
SMALL CAP GROWTH STOCK FUND
FUND SUMMARY
INVESTMENT GOAL Long-term capital appreciation
INVESTMENT FOCUS U.S. small cap common stocks of growth
companies
SHARE PRICE VOLATILITY High
PRINCIPAL INVESTMENT STRATEGY Identifies small cap companies with above
average growth potential
INVESTOR PROFILE Investors who want the value of their
investment to grow, but do not need
current income
INVESTMENT STRATEGY
The Small Cap Growth Stock Fund invests primarily in small U.S. companies with
market capitalizations between $50 million and $3 billion. The Adviser selects
companies that demonstrate above average earnings and sales growth potential.
The selected companies tend to have an established operating history and a solid
balance sheet.
WHAT ARE THE RISKS OF INVESTING IN THIS FUND?
Since it purchases common stocks, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the stock
markets have moved in cycles, and the value of the Fund's common stocks may
fluctuate drastically from day-to-day. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and
developments. The prices of stocks issued by such companies may suffer a decline
in response. These factors contribute to price volatility, which is the
principal risk of investing in the Fund.
The Fund is also subject to the risk that its market segment, small
capitalization growth stocks, may underperform other equity market segments or
the equity markets as a whole.
The smaller capitalization companies the Fund invests in may be more vulnerable
to adverse business or economic events than larger, more established companies.
In particular, these small companies may have limited product lines, markets and
financial resources, and may depend upon a relatively small management group.
Therefore, small cap stocks may be more volatile than those of larger companies.
These securities may be traded over-the-counter or listed on an exchange and may
or may not pay dividends.
<PAGE>
PERFORMANCE INFORMATION
The Small Cap Growth Stock Fund commenced operations on October 8, 1998, and
therefore does not have a performance history for a full calendar year.
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>
TRUST SHARES
- -------------------------------------------------------------------------------
<S> <C>
Investment Advisory Fees 1.15%
Other Expenses 0.34%
-----
Total Annual Fund Operating Expenses 1.49%
</TABLE>
EXAMPLE
This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell your
shares at the end of 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>
$152 $471 $813 $1,779
</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 Adviser is voluntarily waiving a portion of its fees. ACTUAL
INVESTMENT ADVISORY FEES AND TOTAL OPERATING EXPENSES ARE 0.86% AND 1.20%,
RESPECTIVELY. The Adviser could discontinue this voluntary waiver at any time.
For more information about these fees, see "Investment Advisers."
<PAGE>
MORE INFORMATION ABOUT RISK
EQUITY RISK -- Equity securities include public and BOTH FUNDS
Privately issued equity securities, common and preferred
stocks, warrants, rights to subscribe to common
stock and convertible securities, as well as
instruments that attempt to track the price
movement of equity indices. Investments in equity
securities and equity derivatives in general are
subject to market risks that may cause their
prices to fluctuate over time. The value of
securities convertible into equity securities,
such as warrants or convertible debt, is also
affected by prevailing interest rates, the credit
quality of the issuer and any call provision.
Fluctuations in the value of equity securities in
which a mutual fund invests will cause a fund's
net asset value to fluctuate. An investment in a
portfolio of equity securities may be more
suitable for long-term investors who can bear the
risk of these share price fluctuations.
FOREIGN SECURITY RISKS -- Investments in INTERNATIONAL EQUITY FUND
securities of foreign companies or governments can
be more volatile than investments in U.S.
companies or governments. Diplomatic, political,
or economic developments, including
nationalization or appropriation, could affect
investments in foreign countries. Foreign
securities markets generally have less trading
volume and less liquidity than U.S. markets.
In addition, the value of securities denominated
in foreign currencies, and of dividends from such
securities, can change significantly when foreign
currencies strengthen or weaken relative to the
U.S. dollar. Foreign companies or governments
generally are not subject to uniform accounting,
auditing, and financial reporting standards
comparable to those applicable to domestic U.S.
companies or governments. Transaction costs are
generally higher than those in the U.S. and
expenses for custodial arrangements of foreign
securities may be somewhat greater than typical
expenses for custodial arrangements of similar U.S.
securities. Some foreign governments levy
withholding taxes against dividend and interest
income. Although in some countries a portion of
these taxes are recoverable, the non-recovered
portion will reduce the income received from the
securities comprising the portfolio.
<PAGE>
YEAR 2000 RISK -- The Funds depend on the smooth BOTH 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 their 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 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.
Furthermore, many foreign countries are not as
prepared as the U.S. for the year 2000 transition.
As a result, computer difficulties in foreign
markets and with foreign institutions as a result
of the year 2000 may add to the possibility of
losses to the International Equity Fund and its
shareholders.
<PAGE>
EACH FUND'S OTHER INVESTMENTS
This prospectus describes the Funds' principal strategies, and the Funds will
normally invest in the types of securities described in this prospectus.
However, 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 the
Statement of Additional Information (SAI).
The investments and strategies described in this prospectus are those that the
Funds use under normal conditions. During unusual economic or market conditions,
or for temporary defensive or liquidity purposes, each Fund may invest up to
100% of its assets in cash, money market instruments, repurchase agreements and
short-term obligations that would not ordinarily be consistent with a Fund's
objective. A Fund will do so only if the Adviser believes that the risk of loss
outweighs the opportunity for capital gains or higher income. Of course, a Fund
cannot guarantee that it will achieve its investment goal.
INVESTMENT ADVISERS
The Investment Advisers make investment decisions for the Funds and continuously
review, supervise and administer each Fund's respective investment program. The
Board of Trustees supervises the Advisers and establishes policies that the
Advisers must follow in its management activities.
STI Capital Management, N.A. (STI), P.O. Box 3808, Orlando, Florida 32802,
serves as the Adviser to the International Equity Fund. As of July 1, 1999, STI
had approximately $14.5 billion in assets under management. For the fiscal
period ended May 31, 1999, STI received advisory fees of:
<TABLE>
<S> <C>
INTERNATIONAL EQUITY FUND 1.20%
</TABLE>
Trusco Capital Management, Inc. (Trusco), 50 Hurt Plaza, Suite 1400, Atlanta,
Georgia 30303, serves as the Adviser to the Small Cap Growth Stock Fund. As of
July 1, 1999, Trusco had approximately $30 billion in assets under management.
The Small Cap Growth Stock Fund had not completed a full fiscal year as of
May 31, 1999.
The Advisers may use their affiliates as brokers for Fund transactions.
PORTFOLIO MANAGERS
Mr. Ned Dau has served as Managing Director of STI since 1997. He has managed
the International Equity Fund since May 1997. Prior to joining STI Capital
Management, N.A., Mr. Dau served as senior international equity analyst for
American Express Financial Advisors from 1996 to 1997 and as an international
portfolio manager for the Principal Financial Group from 1992 to 1995. He has
more than 8 years of investment experience.
Mr. Mark D. Garfinkel, CFA, has served as a Portfolio Manager of Trusco since
1994. He has managed the Small Cap Growth Stock Fund since it began operating in
October 1998. Prior to
<PAGE>
joining Trusco, Mr. Garfinkel served as a portfolio manager with SunTrust Banks.
He has more than 10 years of investment experience.
PURCHASING AND SELLING FUND SHARES
This section tells you how to buy and sell (sometimes called "redeem") Trust
Shares of the Funds.
HOW TO PURCHASE FUND SHARES
The Funds offer Trust Shares only to financial institutions or intermediaries,
including subsidiaries of SunTrust Banks, Inc. (SunTrust), for their own or
their customers' accounts for which they act as fiduciary, agent, investment
adviser, or custodian. As a result, you, as a customer of a financial
institution may purchase Trust Shares through accounts made with financial
institutions and potentially through the Preferred Portfolio Account (an asset
allocation account available through SunTrust Securities, Inc.). Trust Shares
will be held of record by (in the name of) your financial institution. Depending
upon the terms of your account, however, you may have, or be given, the right to
vote your Trust Shares. The Funds may reject any purchase order if it is
determined that accepting the order would not be in the best interests of the
STI Classic Funds or its shareholders.
WHEN CAN YOU PURCHASE SHARES?
You may purchase shares on any day that the New York Stock Exchange is open for
business (a Business Day).
The price per share (the offering price) will be the net asset value per share
(NAV) next determined after the Funds receive your purchase order. Each Fund
calculates its NAV once each Business Day at the regularly-scheduled close of
normal trading on the New York Stock Exchange (normally, 4:00 p.m. Eastern
time). So, for you to receive the current Business Day's NAV for each Fund,
generally the Funds must receive your purchase order before 4:00 p.m. Eastern
time.
FOR CUSTOMERS OF SUNTRUST, ITS AFFILIATES, AND OTHER FINANCIAL INSTITUTIONS
YOU MAY HAVE TO TRANSMIT YOUR PURCHASE AND SALE REQUESTS TO SUNTRUST OR OTHER
FINANCIAL INSTITUTIONS AT AN EARLIER TIME FOR YOUR TRANSACTION TO BECOME
EFFECTIVE THAT DAY. THIS ALLOWS THE FINANCIAL INSTITUTION TIME TO PROCESS YOUR
REQUEST AND TRANSMIT IT TO THE ADMINISTRATOR OR TRANSFER AGENT IN TIME TO MEET
THE ABOVE STATED FUND CUT-OFF TIMES. FOR MORE INFORMATION ABOUT HOW TO PURCHASE
OR SELL FUND SHARES, INCLUDING SPECIFIC SUNTRUST OR OTHER FINANCIAL INSTITUTIONS
INTERNAL ORDER ENTRY CUT-OFF TIMES, PLEASE CONTACT YOUR FINANCIAL INSTITUTION
DIRECTLY.
HOW THE FUNDS CALCULATE NAV
In calculating NAV, each Fund generally values its investment portfolio at
market price. If market prices are unavailable or a Fund thinks that they are
unreliable, fair value prices may be determined in good faith using methods
approved by the Board of Trustees.
<PAGE>
Some Funds hold securities that are listed on foreign exchanges. These
securities may trade on weekends or other days when the Funds do not calculate
NAV. As a result, the market value of these investments may change on days when
you cannot purchase or sell Fund shares.
NET ASSET VALUE
NAV for one Fund share is the value of that share's portion of the net assets in
the Fund.
HOW TO SELL YOUR FUND SHARES
You may sell (sometimes called "redeem") your shares on any Business Day by
contacting SunTrust or your financial institution. SunTrust or your financial
institution will give you information about how to sell your shares including
any specific cut-off times required.
Holders of Trust Shares may sell shares by following the procedures established
when they opened their account or accounts with the Funds or with their
financial institution or intermediary. The sale price of each share will be the
next NAV determined after the Funds receive your request.
RECEIVING YOUR MONEY
Normally, the Funds will send your sale proceeds within five Business Days after
the Funds receive your request, but it may take up to seven days.
REDEMPTIONS IN KIND
The Funds generally pay sale (redemption) proceeds in cash. However, under
unusual conditions that make the payment of cash unwise (and for the protection
of the Fund's remaining shareholders) the Funds might pay all or part of your
redemption proceeds in liquid securities with a market value equal to the
redemption price (redemption in kind). It is highly unlikely that your shares
would ever be redeemed in kind, but if they were you would probably have to pay
transaction costs to sell the securities distributed to you, as well as taxes on
any capital gains from the sale as with any redemption.
SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES
A 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 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 cost incurred
by following telephone instructions the Funds reasonably believe to be
genuine. If you or your financial institution transact with the Funds over the
telephone, you will generally bear the risk of any loss.
<PAGE>
DIVIDENDS AND DISTRIBUTIONS
Each Fund distributes its income as follows:
QUARTERLY
Small Cap Growth Stock Fund
ANNUALLY
International Equity Fund
Each Fund makes distributions of capital gains, if any, at least annually. If
you own Fund shares on a Fund's record date, you will be entitled to receive the
distribution.
You will receive dividends and distributions in the form of additional Fund
shares unless you elect to receive payment in cash. To elect cash payment, you
must notify the Funds in writing prior to the date of the distribution. Your
election will be effective for dividends and distributions paid after the Funds
receives your written notice. To cancel your election, simply send the Funds
written notice.
<PAGE>
TAXES
PLEASE CONSULT YOUR TAX ADVISER REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL,
STATE AND LOCAL INCOME TAXES. Below the Funds have summarized some important tax
issues that affect the Funds and their shareholders. This summary is based on
current tax laws, which may change.
Each Fund will distribute substantially all of its income and capital gains, if
any. The dividends and distributions you receive may be subject to federal,
state and local taxation, depending upon your tax situation. Distributions you
receive from a Fund may be taxable whether or not you reinvest them. Income
distributions are generally taxable at ordinary income tax rates. Capital gains
distributions are generally taxable at the rates applicable to long-term capital
gains. EACH SALE IS A TAXABLE EVENT.
The International Equity Fund may be able to pass along a tax credit for foreign
income taxes it pays. The Fund will notify you if it gives you the credit.
MORE INFORMATION ABOUT TAXES IS IN THE SAI.
<PAGE>
FINANCIAL HIGHLIGHTS
The tables that follow presents performance information about Trust Shares of
the International Equity Fund and the Small Cap Growth Stock 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. This information for the Funds has been audited by Arthur
Andersen LLP, independent public accountants. The report of Arthur Andersen LLP,
along with each Fund's financial statements, appears in the annual report that
accompanies the Statement of Additional Information. You can obtain the annual
report, which contains more performance information, at no charge by calling
1-800-874-4770.
<PAGE>
FOR THE PERIODS ENDED MAY 31, (UNLESS OTHERWISE INDICATED)
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS
<TABLE>
<CAPTION>
NET REALIZED
NET AND NET
ASSET UNREALIZED DISTRIBUTION ASSET
VALUE NET GAINS DISTRIBUTIONS FROM VALUE NET
BEGINNING INVESTMENT (LOSSES) FROM NET REALIZED END ASSETS
OF INCOME ON INVESTMENT CAPITAL OF TOTAL END OF
PERIOD (LOSS) INVESTMENTS INCOME GAINS PERIOD RETURN(+) PERIOD (000)
- -------------------------------------------------------------------------------------------------------------------------------
-
INTERNATIONAL EQUITY FUND
TRUST SHARES
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1999 $ 15.00 $ -- $ (1.14) $ (0.05) $ (0.84) $ 12.97 (7.43%) $573,255
1998 13.63 0.04 2.69 (0.04) (1.32) 15.00 21.87 628,870
1997 11.40 0.03 2.57 (0.02) (0.35) 13.63 23.29 489,325
1996(1) 10.00 0.05 1.35 -- -- 11.40 14.00 213,306
<CAPTION>
SMALL CAP GROWTH STOCK FUND
TRUST SHARES
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1999(2) $ 10.00 $ (0.05) $ 4.62 $ -- $ (0.02) $ 14.55 45.70% $152,290
</TABLE>
<TABLE>
<CAPTION>
RATIO OF
NET INVESTMENT
RATIO OF INCOME (LOSS)
RATIO OF EXPENSES TO TO
NET AVERAGE NET AVERAGE NET
RATIO OF INVESTMENT ASSETS ASSETS
EXPENSES INCOME (EXCLUDING (EXCLUDING
TO (LOSS) TO WAIVERS WAIVERS PORTFOLIO
AVERAGE AVERAGE NET AND AND TURNOVER
NET ASSETS ASSETS REIMBURSEMENTS) REIMBURSEMENTS) RATE
- -------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL EQUITY FUND
TRUST SHARES
<S> <C> <C> <C> <C> <C>
1999 1.48% 0.68% 1.53% 0.63% 161%
1998 1.47 0.61 1.48 0.60 108
1997 1.46 0.51 1.51 0.46 139
1996(1) 1.46 1.36 1.65 1.17 113
<CAPTION>
SMALL CAP GROWTH STOCK FUND
TRUST SHARES
<S><C> <C> <C> <C> <C> <C>
1999(2) 1.20% (0.48%) 1.49% (0.77%) 75%
</TABLE>
+ RETURNS ARE FOR THE PERIOD INDICATED AND HAVE NOT BEEN ANNUALIZED. TOTAL
RETURN FIGURES DO NOT INCLUDE APPLICABLE SALES LOADS.
(1) COMMENCED OPERATION ON DECEMBER 1, 1995. ALL RATIOS FOR THE PERIOD HAVE
BEEN ANNUALIZED.
(2) COMMENCED OPERATIONS ON OCTOBER 8, 1998. ALL RATIOS FOR THE PERIOD HAVE
BEEN ANNUALIZED.
AMOUNT DESIGNATED AS "--" ARE EITHER $0 OR ROUND TO $0.
<PAGE>
STI CLASSIC FUNDS
INVESTMENT ADVISERS
STI Capital Management, N.A.
P.O. Box 3808
Orlando, FL 32802
Trusco Capital Management, Inc.
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 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 1-800-874-4770
BY MAIL: Write to the Funds
c/o SEI Investments Distribution Co.
Oaks, PA 19456
<PAGE>
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 Fund's Investment Company Act
registration number is 811-06557.
<PAGE>
STI CLASSIC FUNDS
EQUITY FUNDS
INVESTOR SHARES AND FLEX SHARES
PROSPECTUS
OCTOBER 1, 1999
SMALL CAP GROWTH STOCK FUND:
INVESTMENT ADVISER TO THE FUND
TRUSCO CAPITAL MANAGEMENT, INC.
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>
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 Investor
Shares and Flex Shares of the Small Cap Growth Stock Fund that you should know
before investing. Please read this prospectus and keep it for future reference.
Investor Shares and Flex Shares have different expenses and other
characteristics, allowing you to choose the class that best suits your needs.
You should consider the amount you want to invest, how long you plan to have it
invested, and whether you plan to make additional investments.
INVESTOR SHARES
- FRONT-END SALES CHARGE
- 12b-1 FEES
- $2,000 MINIMUM INITIAL INVESTMENT
FLEX SHARES
- CONTINGENT DEFERRED SALES CHARGE
- HIGHER 12b-1 FEES
- $5,000 MINIMUM INITIAL INVESTMENT
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:
<TABLE>
<CAPTION>
PAGE
<S> <C>
PRINCIPAL INVESTMENT STRATEGIES AND RISKS,
PERFORMANCE INFORMATION AND EXPENSES ..................... 1
MORE INFORMATION ABOUT RISK................................... 3
THE FUND'S OTHER INVESTMENTS.................................. 3
THE INVESTMENT ADVISER AND PORTFOLIO MANAGER.................. 3
PURCHASING, SELLING AND EXCHANGING FUND SHARES................ 4
DIVIDENDS AND DISTRIBUTIONS................................... 8
TAXES......................................................... 8
FINANCIAL HIGHLIGHTS.......................................... 9
HOW TO OBTAIN MORE INFORMATION ABOUT THE
STI CLASSIC FUNDS.........................................Back Cover
</TABLE>
<PAGE>
RISK/RETURN INFORMATION COMMON TO THE FUNDS
The Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities.
The Fund has its own investment goal and strategies for reaching that goal. The
investment manager invests Fund assets in a way that he believes 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.
The value of your investment in the Fund is based on the market value of the
securities the Fund holds. These prices change daily due to economic and other
events that affect particular companies and other issuers. These price
movements, sometimes called volatility, may be greater or lesser depending on
the types of securities the Fund owns and the markets in which it trades. The
effect on the Fund of a change in the value of a single security will depend on
how widely the Fund diversifies its holdings.
<PAGE>
SMALL CAP GROWTH STOCK FUND
FUND SUMMARY
INVESTMENT GOAL Long-term capital appreciation
INVESTMENT FOCUS U.S. small cap common stocks of
growth companies
SHARE PRICE VOLATILITY High
PRINCIPAL INVESTMENT STRATEGY Identifies small cap companies with
above average growth potential
INVESTOR PROFILE Investors who want the value of
their investment to grow, but do not
need current income
INVESTMENT STRATEGY
The Small Cap Growth Stock Fund invests primarily in small U.S. companies with
market capitalizations between $50 million and $3 billion. The Adviser selects
companies that demonstrate above average earnings and sales growth potential.
The selected companies tend to have an established operating history and a solid
balance sheet.
WHAT ARE THE RISKS OF INVESTING IN THIS FUND?
Since it purchases common stocks, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the stock
markets have moved in cycles, and the value of the Fund's securities may
fluctuate drastically from day-to-day. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and
developments. The prices of securities issued by such companies may suffer a
decline in response. These factors contribute to price volatility, which is the
principal risk of investing in the Fund.
The Fund is also subject to the risk that its market segment, small
capitalization growth stocks, may underperform other equity market segments or
the equity markets as a whole.
The smaller capitalization companies the Fund invests in may be more vulnerable
to adverse business or economic events than larger, more established companies.
In particular, these small companies may have limited product lines, markets and
financial resources, and may depend upon a relatively small management group.
Therefore, small cap stocks may be more volatile than those of larger companies.
These securities may be traded over-the-counter or listed on an exchange and may
or may not pay dividends.
PERFORMANCE INFORMATION
The Small Cap Growth Stock Fund commenced operations on October 8, 1998, and
therefore does not have a performance history for a full calendar year.
<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.
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
<TABLE>
<CAPTION>
INVESTOR SHARES FLEX SHARES
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 3.75% None
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value)* None 2.00%
</TABLE>
* THIS SALES CHARGE IS IMPOSED IF YOU SELL FLEX SHARES WITHIN 1 YEAR OF YOUR
PURCHASE. SEE "SELLING FUND SHARES."
ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)
<TABLE>
<CAPTION>
INVESTOR SHARES FLEX SHARES
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Investment Advisory Fees 1.15% 1.15%
Distribution and Service (12b-1) Fees 0.50% 1.00%
Other Expenses 0.25%* 1.04%
------- -------
Total Annual Fund Operating Expenses 1.90% 3.19%
- --------------------------------------------------------------------------------
* OTHER EXPENSES ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT YEAR.
</TABLE>
EXAMPLE
This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell your
shares at the end of 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:
IF YOU SELL YOUR SHARES AT THE END OF THE PERIOD:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
FLEX SHARES $522 $983 $1,669 $3,494
INVESTOR SHARES $561 $950 $1,363 $2,514
</TABLE>
IF YOU DO NOT SELL YOUR SHARES AT THE END OF THE PERIOD:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
FLEX SHARES $322 $983 $1,669 $3,494
INVESTOR SHARES $561 $950 $1,363 $2,514
</TABLE>
<PAGE>
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 Adviser and Distributor are voluntarily waiving a portion of their
fees. ACTUAL INVESTMENT ADVISORY FEES, DISTRIBUTION FEES AND TOTAL OPERATING
EXPENSES FOR INVESTOR SHARES ARE 0.86%, 0.44% AND 1.55%, RESPECTIVELY. ACTUAL
INVESTMENT ADVISORY FEES, DISTRIBUTION FEES AND TOTAL OPERATING EXPENSES FOR
FLEX SHARES ARE 0.86%, 0.35% AND 2.25%, RESPECTIVELY. The Adviser and
Distributor could discontinue these voluntary waivers at any time. For more
information about these fees, see "Investment Adviser" and "Distribution of Fund
Shares."
<PAGE>
MORE INFORMATION ABOUT RISK
EQUITY RISK -- Equity securities include public and privately issued equity
securities, common and preferred stocks, warrants, rights to subscribe to common
stock and convertible securities, as well as instruments that attempt to track
the price movement of equity indices. Investments in equity securities and
equity derivatives in general are subject to market risks that may cause their
prices to fluctuate over time. The value of securities convertible into equity
securities, such as warrants or convertible debt, is also affected by prevailing
interest rates, the credit quality of the issuer and any call provision.
Fluctuations in the value of equity securities in which a mutual fund invests
will cause a fund's net asset value to fluctuate. An investment in a portfolio
of equity securities may be more suitable for long-term investors who can bear
the risk of these share price fluctuations.
YEAR 2000 RISK -- The 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 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>
THE FUND'S OTHER INVESTMENTS
This prospectus describes the Fund's primary strategies, and the Fund will
normally invest in the types of securities described in this prospectus.
However, 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 the
Statement of Additional Information (SAI).
The investments and strategies described in this prospectus are those that we
use under normal conditions. During unusual economic or market conditions, or
for temporary defensive or liquidity purposes, the Fund may invest up to 100% of
its assets in cash, money market instruments, repurchase agreements and
short-term obligations. The Fund will do so only if the Adviser believes that
the risk of loss outweighs the opportunity for capital gains or higher income.
Of course, the Fund cannot guarantee that it will achieve its investment goal.
INVESTMENT ADVISER
The Investment Adviser makes investment decisions for the Fund and continuously
reviews, supervises and administers the Fund's respective investment program.
The Board of Trustees supervises the Adviser and establishes policies that the
Adviser must follow in its management activities.
Trusco Capital Management, Inc. (Trusco), 50 Hurt Plaza, Suite 1400, Atlanta,
Georgia 30303, serves as the Adviser to the Small Cap Growth Stock Fund. As of
July 1, 1999, Trusco had approximately $30 billion in assets under management.
The Small Cap Growth Stock Fund had not completed a full fiscal year as of May
31, 1999.
The Adviser may use its affiliates as brokers for Fund transactions.
PORTFOLIO MANAGER
Mr. Mark D. Garfinkel, CFA, has served as a Portfolio Manager of Trusco since
1994. He has managed the Small Cap Growth Stock Fund since it began operating in
October 1998. Prior to joining Trusco, Mr. Garfinkel served as a portfolio
manager with SunTrust Banks. He has more than 10 years of investment experience.
PURCHASING, SELLING AND EXCHANGING FUND SHARES
This section tells you how to buy, sell (sometimes called "redeem") or exchange
Investor Shares and Flex Shares of the Fund.
<PAGE>
HOW TO PURCHASE FUND SHARES
A SunTrust Securities Investment Consultant can assist you in opening a
brokerage account which will be used for all transactions regarding the purchase
of STI Classic Funds. Once your account is established, you may buy shares of
the Fund by:
- - Mail
- - Telephone (1-800-874-4770)
- - Wire
- - Automated Clearing House (ACH)
You may also buy shares through investment representatives of certain
correspondent banks of SunTrust Banks, Inc. (SunTrust) and other financial
institutions that are authorized to place trades in Fund shares for their
customers. Please contact your financial institution directly and follow its
procedures for Fund share transactions. Your institution may charge a fee for
its services, in addition to the fees charged by the Fund. You will also
generally have to address your correspondence or questions regarding the Fund to
your institution. The Fund may reject any purchase order if it is determined
that accepting the order would not be in the best interests of STI Classic Funds
or its shareholders.
WHEN CAN YOU PURCHASE SHARES?
You may purchase shares on any day that the New York Stock Exchange is open for
business (a Business Day).
The price per share (the offering price) will be the net asset value per share
(NAV) next determined after the Fund receives your 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 receive the current Business Day's NAV for the Fund,
generally the Fund must receive your purchase order before 4:00 p.m. Eastern
time.
FOR CUSTOMERS OF SUNTRUST, ITS AFFILIATES, AND OTHER FINANCIAL INSTITUTIONS
YOU MAY HAVE TO TRANSMIT YOUR PURCHASE, SALE AND EXCHANGE REQUESTS TO SUNTRUST
OR OTHER FINANCIAL INSTITUTIONS AT AN EARLIER TIME FOR YOUR TRANSACTION TO
BECOME EFFECTIVE THAT DAY. THIS ALLOWS THE FINANCIAL INSTITUTION TIME TO PROCESS
YOUR REQUEST AND TRANSMIT IT TO THE ADMINISTRATOR OR TRANSFER AGENT IN TIME TO
MEET THE ABOVE STATED FUND CUT-OFF TIMES. FOR MORE INFORMATION ABOUT HOW TO
PURCHASE, SELL OR EXCHANGE FUND SHARES, INCLUDING SPECIFIC SUNTRUST OR OTHER
FINANCIAL INSTITUTIONS INTERNAL ORDER ENTRY CUT-OFF TIMES, PLEASE CONTACT YOUR
FINANCIAL INSTITUTION DIRECTLY.
HOW THE FUND CALCULATES NAV
In calculating NAV, the Fund generally values its investment portfolio at market
price. If market prices are unavailable or the Fund thinks that the market price
is unreliable, fair value prices may be determined in good faith using methods
approved by the Board of Trustees.
<PAGE>
NET ASSET VALUE
NAV for one Fund share is the value of that share's portion of the net assets in
the Fund.
MINIMUM PURCHASES
To purchase shares for the first time, you must invest in the Fund at least:
<TABLE>
<CAPTION>
CLASS DOLLAR AMOUNT
<S> <C>
Investor Shares $2,000
Flex Shares $5,000 ($2,000 for retirement plans)
</TABLE>
Your subsequent investments in the Fund must be made in amounts of at least
$1,000 or, if you pay by a statement coupon, $100. The Fund may accept
investments of smaller amounts for either class of shares at its discretion.
FUNDLINK
FUNDLINK is a telephone activated service that allows you to transfer money
quickly and easily between the STI Classic Funds and your SunTrust bank
account(s). To use FUNDLINK, you must first contact your SunTrust Bank
Investment Consultant and complete the FUNDLINK application and authorization
agreements. Once you have signed up to use FUNDLINK, simply call SunTrust at
1-800-428-6970 to complete all of your purchase and redemption transactions.
SYSTEMATIC INVESTMENT PLAN
If you have a checking or savings account with a SunTrust affiliate bank, you
may purchase shares of either class automatically through regular deductions
from your account. With a $500 minimum initial investment, you may begin
regularly-scheduled investments from $50 to $100,000 once or twice a month. If
you are buying Flex Shares, you should plan on investing at least $5,000 per
Fund during the first two years. The Distributor may close your account if you
do not meet this minimum investment requirement at the end of two years.
SALES CHARGES
FRONT-END SALES CHARGES -- INVESTOR SHARES
The offering price of Investor Shares is the NAV next calculated after the Fund
receives your request, plus the front-end sales charge.
The amount of any front-end sales charge included in your offering price varies,
depending on the amount of your investment:
<TABLE>
<CAPTION>
YOUR SALES CHARGE AS A YOUR SALES CHARGE AS A PERCENTAGE
IF YOUR INVESTMENT IS: PERCENTAGE OF OFFERING PRICE OF YOUR NET INVESTMENT
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
LESS THAN $100,000 3.75% 3.90%
$100,000 BUT LESS THAN $250,000 3.25% 3.36%
$250,000 BUT LESS THAN $1,000,000 2.50% 2.56%
$1,000,000 AND OVER 1.50% 1.52%
</TABLE>
<PAGE>
WAIVER OF FRONT-END SALES CHARGE -- INVESTOR SHARES
The front-end sales charge will be waived on Investor Shares purchased:
- - through reinvestment of dividends and distributions;
- - through a SunTrust Securities, Inc. asset allocation account;
- - by persons repurchasing shares they redeemed within the last 60 days (see
Repurchase of Investor Shares);
- - by employees, and members of their immediate family, of SunTrust and its
affiliates;
- - by persons reinvesting distributions from qualified employee benefit
retirement plans and rollovers from individual retirement accounts ("IRAs")
previously with the Trust department of a bank affiliated with SunTrust;
- - by persons investing an amount less than or equal to the value of an account
distribution when an account for which a bank affiliated with SunTrust acted
in a fiduciary, administrative, custodial or investment advisory capacity is
closed; or
- - through dealers, retirement plans, asset allocation programs and financial
institutions that, under their dealer agreements with the Distributor or
otherwise, do not receive any portion of the front-end sales charge.
REPURCHASE OF INVESTOR SHARES
You may repurchase any amount of Investor Shares of the Fund at NAV (without the
normal front-end sales charge), up to the limit of the value of any amount of
Investor Shares (other than those which were purchased with reinvested dividends
and distributions) that you redeemed within the past 60 days. In effect, this
allows you to reacquire shares that you may have had to redeem, without
re-paying the front-end sales charge. To exercise this privilege, the Fund must
receive your purchase order within 60 days of your redemption. IN ADDITION, YOU
MUST NOTIFY THE FUND WHEN YOU SEND IN YOUR PURCHASE ORDER THAT YOU ARE
REPURCHASING SHARES.
REDUCED SALES CHARGES -- INVESTOR SHARES
RIGHTS OF ACCUMULATION. In calculating the appropriate sales charge rate, this
right allows you to add the value of the Investor Shares you already own to the
amount that you are currently purchasing. The Fund will combine the value of
your current purchases with the current value of any Investor Shares you
purchased previously for (i) your account, (ii) your spouse's account, (iii) a
joint account with your spouse, or (iv) your minor children's trust or custodial
accounts. A fiduciary purchasing shares for the same fiduciary account, trust or
estate may also use this right of accumulation. The Fund will only consider the
value of Investor Shares purchased previously that were sold subject to a sales
charge. TO BE ENTITLED TO A REDUCED SALES CHARGE BASED ON SHARES ALREADY OWNED,
YOU MUST ASK THE FUND FOR THE REDUCTION AT THE TIME OF PURCHASE. You must
provide the Fund with your account number(s) and, if applicable, the account
numbers for your spouse and/or children (and provide the children's ages). The
Fund may amend or terminate this right of accumulation at any time.
LETTER OF INTENT. You may purchase Investor Shares at the sales charge rate
applicable to the total amount of the purchases you intend to make over a
13-month period. In other words, a Letter of Intent allows you to purchase
Investor Shares of the Fund over a 13-month period and receive the same sales
charge as if you had purchased all the shares at the same time. The Fund will
only consider the value of Investor Shares sold subject to a sales charge. As a
result, shares of the Investor Shares purchased with dividends or distributions
will not be included in the calculation. To be entitled to a reduced sales
charge based on shares you intend to purchase over
<PAGE>
the 13-month period, you must send the Fund a Letter of Intent. In calculating
the total amount of purchases you may include in your letter purchases made up
to 90 days before the date of the Letter. The 13-month period begins on the date
of the first purchase, including those purchases made in the 90-day period
before the date of the Letter. Please note that the purchase price of these
prior purchases will not be adjusted.
You are not legally bound by the terms of your Letter of Intent to purchase the
amount of your shares stated in the Letter. The Letter does, however, authorize
the Fund to hold in escrow 3.75% of the total amount you intend to purchase. If
you do not complete the total intended purchase at the end of the 13-month
period, the Fund's transfer agent will redeem the necessary portion of the
escrowed shares to make up the difference between the reduced rate sales charge
(based on the amount you intended to purchase) and the sales charge that would
normally apply (based on the actual amount you purchased).
COMBINED PURCHASE/QUANTITY DISCOUNT PRIVILEGE. When calculating the appropriate
sales charge rate, the Fund will combine same day purchases of Investor Shares
(that are subject to a sales charge) made by you, your spouse and your minor
children (under age 21). This combination also applies to Investor Shares you
purchase with a Letter of Intent.
CONTINGENT DEFERRED SALES CHARGES -- FLEX SHARES
You do not pay a sales charge when you purchase Flex Shares. The offering price
of Flex Shares is simply the next calculated NAV. But if you sell your shares
within the first year after your purchase, you will pay a contingent deferred
sales charge equal to 2.00% for either (1) the NAV of the shares at the time of
purchase, or (2) NAV of the shares next calculated after the Fund receives your
sale request, whichever is less. The sales charge does not apply to shares you
purchase through reinvestment of dividends or distributions. So, you never pay a
deferred sales charge on any increase in your investment above the initial
offering price. This sales charge does not apply to exchanges of Flex Shares of
one Fund for Flex Shares of another Fund.
The contingent deferred sales charge will be waived if you sell your Flex Shares
for the following reasons:
- - to make certain withdrawals from a retirement plan (not including IRAs);
- - because of death or disability; or
- - for certain payments under the Systematic Withdrawal Plan (which is discussed
later).
OFFERING PRICE OF FUND SHARES
The offering price of Investor Shares is the NAV next calculated after the
transfer agent receives your request, plus the front-end sales load. The
offering price of Flex Shares is simply the next calculated NAV.
HOW TO SELL YOUR FUND SHARES
If you own your shares through a brokerage account with SunTrust, you may sell
(sometimes called "redeem") your shares on any Business Day by contacting
SunTrust Securities directly by mail or telephone at 1-800-874-4770. The minimum
amount for telephone redemptions is $1,000.
<PAGE>
If you own your shares through an account with a broker or other institution,
contact that broker or institution to sell your shares.
If you would like to sell $25,000 or more of your shares, please notify the Fund
in writing and include a signature guarantee by a bank or other financial
institution (a notarized signature is not sufficient).
The sale price of each share will be the next NAV determined after the Fund
receives your request less, in the case of Flex Shares, any applicable deferred
sales charge.
SYSTEMATIC WITHDRAWAL PLAN
If you have at least $10,000 in your account, you may use the systematic
withdrawal plan. Under the plan you may arrange monthly, quarterly, semi-annual
or annual automatic withdrawals of at least $50 from the Fund. The proceeds of
each withdrawal will be mailed to you by check or, if you have a checking or
savings account with a SunTrust affiliates bank, electronically transferred to
your account.
RECEIVING YOUR MONEY
Normally, the Fund will send your sale proceeds within five Business Days after
the Fund receives your request. Your proceeds can be wired to your bank account
(subject to a $7.00 fee) or sent to you by CHECK. IF YOU RECENTLY PURCHASED YOUR
SHARES BY CHECK OR THROUGH ACH, REDEMPTION PROCEEDS MAY NOT BE AVAILABLE UNTIL
YOUR CHECK HAS CLEARED (WHICH MAY TAKE UP TO 15 DAYS).
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.
INVOLUNTARY SALES OF YOUR SHARES
If your account balance drops below the required minimum you may be required to
sell your shares. The account balance minimums are:
<TABLE>
<CAPTION>
CLASS DOLLAR AMOUNT
<S> <C>
Investor Shares $2,000
Flex Shares $5,000
</TABLE>
But, the Fund will always give you at least 60 days written notice to give you
time to add to your account and avoid the sale of your shares.
<PAGE>
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.
HOW TO EXCHANGE YOUR SHARES
You may exchange your shares on any Business Day by contacting SunTrust
Securities or your financial institution by mail or telephone. Exchange requests
must be for an amount of at least $1,000.
You may exchange your shares up to four times during a calendar year. If you
exchange your shares more than four times during a year, you may be charged a
$10.00 fee for each additional exchange. You will be notified before any fee is
charged.
IF YOU RECENTLY PURCHASED SHARES BY CHECK, OR THROUGH ACH, YOU MAY NOT BE ABLE
TO EXCHANGE YOUR SHARES UNTIL YOUR CHECK HAS CLEARED (WHICH MAY TAKE UP TO 15
BUSINESS DAYS). This exchange privilege may be changed or canceled at any time
upon 60 days notice.
EXCHANGES
When you exchange shares, you are really selling your shares and buying other
Fund shares. So, your sale price and purchase price will be based on the NAV
next calculated after the Fund receives your exchange request.
INVESTOR SHARES
You may exchange Investor Shares of the Fund for Investor Shares of any other
Fund. If you exchange shares that you purchased without a sales charge or with a
lower sales charge into a Fund with a sales charge or with a higher sales
charge, the exchange is subject to an incremental sales charge (e.g., the
difference between the lower and higher applicable sales charges). If you
exchange shares into a Fund with the same, lower or no sales charge there is no
incremental sales charge for the exchange.
FLEX SHARES
You may exchange Flex Shares of the Fund for Flex Shares of any other Fund.
TELEPHONE TRANSACTIONS
Purchasing, selling and exchanging 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 the Fund reasonably believes to be genuine. If
you or your financial institution transact with the Fund over the telephone, you
will generally bear the risk of any loss.
<PAGE>
DISTRIBUTION OF FUND SHARES
The Fund has adopted a distribution plan that allows the Fund to pay
distribution and service fees for the sale and distribution of its shares, and
for services provided to shareholders. Because these fees are paid out of the
Fund's assets continuously, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.
The Distributor may, from time to time in its sole discretion, institute one or
more promotional incentive programs for dealers, which will be paid for by the
Distributor from any sales charge it receives or from any other source available
to it. Under any such program, the Distributor may provide incentives, in the
form of cash or other compensation, including merchandise, airline vouchers,
trips and vacation packages, to dealers selling shares of the Fund.
DIVIDENDS AND DISTRIBUTIONS
The Fund distributes its income quarterly and makes distributions of capital
gains, if any, at least annually. If you own Fund shares on the 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 ADVISER REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL,
STATE AND LOCAL INCOME TAXES. Below the Fund has 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 OR EXCHANGE IS A TAXABLE EVENT.
MORE INFORMATION ABOUT TAXES IS IN THE SAI.
<PAGE>
FINANCIAL HIGHLIGHTS
The table that follows presents performance information about Flex Shares of the
Fund. This information is intended to help you understand the 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 the Fund, assuming you reinvested all
of your dividends and distributions. This information for the Fund has been
audited by Arthur Andersen LLP, independent public accountants. The report of
Arthur Andersen LLP, along with the Fund's financial statements, appears in the
annual report that accompanies the SAI. You can obtain the annual report, which
contains more performance information, at no charge by calling 1-800-874-4770.
<PAGE>
FOR THE PERIODS ENDED MAY 31,
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS
<TABLE>
<CAPTION>
NET ASSET NET REALIZED AND DISTRIBUTIONS
VALUE NET UNREALIZED GAINS FROM NET DISTRIBUTIONS NET ASSET
BEGINNING INVESTMENT (LOSSES) INVESTMENT FROM REALIZED VALUE END TOTAL
OF PERIOD INCOME (LOSS) ON INVESTMENTS INCOME CAPITAL GAINS OF PERIOD RETURN (+)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SMALL CAP GROWTH STOCK FUND
FLEX SHARES
1999(1) $10.00 $(0.19) $ 4.67 $-- $(0.02) $14.46 44.78%
<CAPTION>
RATIO OF
RATIO OF NET INVESTMENT
RATIO OF EXPENSES TO INCOME (LOSS) TO
NET RATIO OF NET INVESTMENT AVERAGE NET ASSETS AVERAGE NET ASSETS
ASSETS EXPENSES TO INCOME (LOSS) TO (EXCLUDING (EXCLUDING PORTFOLIO
END OF AVERAGE NET AVERAGE NET WAIVERS AND WAIVERS AND TURNOVER
PERIOD (000) ASSETS ASSETS REIMBURSEMENTS) REIMBURSEMENTS) RATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SMALL CAP GROWTH STOCK FUND
FLEX SHARES
1999(1) $ 6,158 2.25% (1.50%) 3.19% (2.44%) 75%
</TABLE>
+ RETURNS ARE FOR THE PERIOD INDICATED AND HAVE NOT BEEN ANNUALIZED. TOTAL
RETURN FIGURES DO NOT INCLUDE APPLICABLE SALES LOADS.
(1) COMMENCED OPERATIONS ON OCTOBER 8, 1998. ALL RATIOS FOR THE PERIOD HAVE
BEEN ANNUALIZED.
<PAGE>
STI CLASSIC FUNDS
INVESTMENT ADVISER
Trusco Capital Management, Inc.
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 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 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 1-800-874-4770
BY MAIL: Write to the Fund
c/o SEI Investments Distribution Co.
Oaks, PA 19456
<PAGE>
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.
