STI CLASSIC FUNDS, PRES14A, 2000-08-21

STI CLASSIC FUNDS
PRES14A, 2000-08-21

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<PAGE>

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

STI Classic Funds and STI Classic Variable Trust
---------------------------------------------------------
(Name of Registrant as Specified in its Charter)

_________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) and 0-11.

1) Title of each class of securities to which transaction applies:

_______________________________________________________________

2) Aggregate number of securities to which transaction applies:

_______________________________________________________________

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: *

_______________________________________________________________

4) Proposed maximum aggregate value of transaction:

_______________________________________________________________

5) Total fee paid:

_______________________________________________________________

* Set forth the amount on which the filing fee is calculated and state how
it was determined.

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:__________________________________________
2) Form, Schedule or Registration Statement No.:____________________
3) Filing Party:____________________________________________________
4) Date Filed:____________________________

<PAGE>

STI CLASSIC FUNDS
AND
STI CLASSIC VARIABLE TRUST
<TABLE>
<CAPTION>
<S> <C> <C>
STI Classic Funds: Investment Grade Tax-Exempt U.S. Treasury Money Market Fund
Bond Fund Value Income Stock Fund
Life Vision Aggressive Growth Fund Virginia Intermediate Municipal
Balanced Fund Life Vision Growth and Income Bond Fund
Capital Appreciation Fund Fund Virginia Municipal Bond Fund
Classic Institutional Cash Life Vision Moderate Growth Fund Virginia Tax-Free Money Market
Management Money Market Fund Limited-Term Federal Mortgage Fund
Classic Institutional U.S. Securities Fund
Government Securities Money Maryland Municipal Bond Fund
Market Fund Mid-Cap Equity Fund STI Classic Variable Trust:
Classic Institutional U.S. Treasury Prime Quality Money Market Fund
Securities Money Market Fund Short-Term Bond Fund
Core Equity Fund Short-Term U.S. Treasury
E-Commerce Opportunity Fund Securities Fund Capital Appreciation Fund
Florida Tax-Exempt Bond Fund Small Cap Growth Stock Fund Growth and Income Fund
Georgia Tax-Exempt Bond Fund Small Cap Value Equity Fund International Equity Fund
Growth and Income Fund Tax-Exempt Money Market Fund Investment Grade Bond Fund
High Income Fund Tax Sensitive Growth Stock Fund Mid-Cap Equity Fund
International Equity Fund U.S. Government Securities Fund Quality Growth Stock Fund
International Equity Index Fund U.S. Government Securities Money Small Cap Value Equity Fund
Investment Grade Bond Fund Market Fund Value Income Stock Fund

</TABLE>

2 Oliver Street
Boston, Massachusetts 02109
________________________

Notice of Special Meeting of Shareholders
to be held on October 27, 2000

Notice is hereby given that a Special Meeting of Shareholders of the STI
Classic Funds and STI Classic Variable Trust (each a "Trust," collectively the
"Trusts") will be held at the offices of SEI Investments Company, One Freedom
Valley Drive, Oaks, Pennsylvania 19456, on October 27, 2000 at 3:00 p.m. (the
"Special Meeting"). The Special Meeting is for the purpose of considering the
proposals set forth below and to transact such other business as may be properly
brought before the Special Meeting:

PROPOSAL 1: To consider and act upon a proposal to elect members to the Board
of Trustees of each Trust; and

PROPOSAL 2: To approve the adoption of standardized investment policies by
revising or eliminating certain of the Trusts' current fundamental
investment policies.

Only shareholders of the Trusts at the close of business on August 16, 2000
are entitled to notice of, and to vote at, these meetings or any adjournment
thereof.

SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING. WHETHER
OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE COMPLETE AND
PROMPTLY RETURN THE ENCLOSED PROXY CARD. A POSTAGE PAID ENVELOPE IS ENCLOSED
FOR YOUR CONVENIENCE SO THAT YOU MAY RETURN YOUR PROXY CARD AS SOON AS POSSIBLE.
YOU MAY ALSO VOTE EASILY AND QUICKLY BY TELEPHONE OR THROUGH THE INTERNET AS
DESCRIBED IN THE ENCLOSED PROXY CARD. TO DO SO, PLEASE FOLLOW THE INSTRUCTIONS
INCLUDED ON YOUR ENCLOSED PROXY CARD. IT IS MOST IMPORTANT AND IN YOUR INTEREST
FOR YOU TO VOTE SO THAT A QUORUM WILL BE PRESENT AND A MAXIMUM NUMBER OF SHARES
MAY BE VOTED. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.

Mark E. Nagle

/s/ Mark E. Nagle
President

Dated: September 20, 2000

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<PAGE>

2 Oliver Street
Boston, Massachusetts 02109
---------------------------

JOINT PROXY STATEMENT
---------------------

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
October 27, 2000

This Joint Proxy Statement is furnished by the Boards of Trustees of STI
Classic Funds and STI Classic Variable Trust (each a "Trust," and together, the
"Trusts") in connection with the solicitation of proxies for use at the Special
Meeting of Shareholders of each Trust to be held on Friday, October 27, 2000, at
3:00 p.m. Eastern Time, or at any adjournment thereof (the "Special Meeting"),
at the offices of SEI Investments Company, One Freedom Valley Drive, Oaks,
Pennsylvania. It is expected that the Notice of Special Meeting, this Joint
Proxy Statement and a Proxy Card will be mailed to shareholders on or about
September 20, 2000.

Summary

At the Special Meeting, shareholders will be asked to vote on one proposal
to elect a slate of Trustees to serve on the Board of Trustees of each Trust
("Proposal #1"), and one proposal to revise or eliminate certain fundamental
investment policies for the Trusts ("Proposal #2," and collectively, the
"Proposals").

-3-
<PAGE>

If you do not expect to be present at the Special Meeting and wish your
shares to be voted, please vote your proxy (the "Proxy") by mail, telephone or
Internet allowing sufficient time for the Proxy to be received on or before 3:00
p.m., Eastern Time on Monday, October 27, 2000. If your Proxy is properly
returned, shares represented by it will be voted at the Special Meeting in
accordance with your instructions. However, if no instructions are specified on
the Proxy with respect to the Proposals, the Proxy will be voted FOR the
approval of the Proposals and in accordance with the judgment of the persons
appointed as proxies upon any other matter that may properly come before the
Special Meeting. Shareholders may revoke their Proxies at any time prior to the
time they are voted by giving written notice to the Secretaries of the Trusts,
by delivering a subsequently dated Proxy or by attending and voting at the
Special Meeting.

The close of business on August 16, 2000 has been fixed as the record date
(the "Record Date") for the determination of shareholders entitled to notice of,
and to vote at, the Special Meeting and at any adjournment thereof. Each full
share will be entitled to one vote at the Special Meeting and each fraction of a
share will be entitled to the fraction of a vote equal to the proportion of a
full share represented by the fractional share. On August 16, 2000, each series
of the STI Classic Funds and the STI Classic Variable Trust (each a "Fund," and
collectively, the "Funds") had the following shares outstanding:

STI Classic Funds
-----------------

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fund: Trust Flex Investor Total Shares
Shares Shares Shares Outstanding:
-----------------------------------------------------------------------------------------------------------
Balanced Fund
-----------------------------------------------------------------------------------------------------------
Capital Appreciation Fund
-----------------------------------------------------------------------------------------------------------
Core Equity Fund
-----------------------------------------------------------------------------------------------------------
E-Commerce Opportunity Fund
-----------------------------------------------------------------------------------------------------------
Florida Tax-Exempt Bond Fund
-----------------------------------------------------------------------------------------------------------
Georgia Tax-Exempt Bond Fund
-----------------------------------------------------------------------------------------------------------
Growth and Income Fund
-----------------------------------------------------------------------------------------------------------
High Income Fund
-----------------------------------------------------------------------------------------------------------
International Equity Fund
-----------------------------------------------------------------------------------------------------------
International Equity Index Fund
-----------------------------------------------------------------------------------------------------------
Investment Grade Bond Fund
-----------------------------------------------------------------------------------------------------------
Investment Grade Tax-Exempt Bond Fund
-----------------------------------------------------------------------------------------------------------
Life Vision Aggressive Growth Fund
-----------------------------------------------------------------------------------------------------------
Life Vision Growth and Income Fund
-----------------------------------------------------------------------------------------------------------
Life Vision Moderate Growth Fund
-----------------------------------------------------------------------------------------------------------
Limited-Term Federal Mortgage Securities Fund
-----------------------------------------------------------------------------------------------------------
Maryland Municipal Bond Fund
-----------------------------------------------------------------------------------------------------------
Mid-Cap Equity Fund
-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------
Fund: Trust Flex Investor Total Shares
Shares Shares Shares Outstanding:
-----------------------------------------------------------------------------------------------------------
Prime Quality Money Market Fund
-----------------------------------------------------------------------------------------------------------
Short-Term Bond Fund
-----------------------------------------------------------------------------------------------------------
Short-Term U.S. Treasury Securities Fund
-----------------------------------------------------------------------------------------------------------
Small Cap Growth Stock Fund
-----------------------------------------------------------------------------------------------------------
Small Cap Value Equity Fund
-----------------------------------------------------------------------------------------------------------
Tax-Exempt Money Market Fund
-----------------------------------------------------------------------------------------------------------
Tax Sensitive Growth Stock Fund
-----------------------------------------------------------------------------------------------------------
U.S. Government Securities Fund
-----------------------------------------------------------------------------------------------------------
U.S. Government Securities Money Market Fund
-----------------------------------------------------------------------------------------------------------
U.S. Treasury Money Market Fund
-----------------------------------------------------------------------------------------------------------
</TABLE>

-4-
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
<S> <C>
Value Income Stock Fund
-----------------------------------------------------------------------------------------------------------
Virginia Intermediate Municipal Bond Fund
-----------------------------------------------------------------------------------------------------------
Virginia Municipal Bond Fund
-----------------------------------------------------------------------------------------------------------
Virginia Tax-Free Money Market Fund
-----------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fund: Institutional Corporate Total Shares
Shares Trust Shares Outstanding:
-----------------------------------------------------------------------------------------------------------
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>

STI Classic Variable Trust
--------------------------

<TABLE>
<CAPTION>
<S> <C>
--------------------------------------------------------------------------------------------------------
Fund: Total Shares Outstanding:
--------------------------------------------------------------------------------------------------------
Capital Appreciation Fund
--------------------------------------------------------------------------------------------------------
Growth and Income Fund
--------------------------------------------------------------------------------------------------------
International Equity Fund
--------------------------------------------------------------------------------------------------------
Investment Grade Bond Fund
--------------------------------------------------------------------------------------------------------
Mid-Cap Equity Fund
--------------------------------------------------------------------------------------------------------
Quality Growth Stock Fund
--------------------------------------------------------------------------------------------------------
Small Cap Value Equity Fund
--------------------------------------------------------------------------------------------------------
Value Income Stock Fund
--------------------------------------------------------------------------------------------------------
</TABLE>

Expenses

The expenses of the Special Meeting will be borne proportionately by the
Funds within each Trust, based on the assets of each Fund. The solicitation of
Proxies will be largely by mail, but may include telephonic, Internet or oral
communication by officers and service providers of the Trusts.

Upon request, each Trust will furnish to its shareholders, without charge,
a copy of its Annual Report (for STI Classic Funds, fiscal year ended May 31,
2000, and for STI Classic Variable Trust, fiscal year ended December 31, 1999).
The Annual Report of either Trust may be obtained by written request to the
appropriate Trust, c/o SEI Investments Distribution Co., Oaks, PA 19456 or by
calling 1-800-874-4770.

The Trusts are registered as open-end management investment companies under
the Investment Company Act of 1940 (the "1940 Act") and their shares are
registered under the Securities Act of 1933.

PROPOSAL 1: TO ELECT NEW BOARDS OF TRUSTEES OF THE TRUSTS.

At the Special Meeting, it is proposed that five Trustees be elected to
hold office until their successors are duly elected and qualified. The persons
named in the accompanying Proxy intend, in the absence of contrary instructions,
to vote all Proxies on behalf of the shareholders for the election of Thomas
Gallagher, F. Wendell Gooch, Wilton Looney, James O. Robbins and Jonathan T.
Walton (each a "Nominee" and collectively, the "Nominees"). If the Nominees are
elected, at least 60% of the Boards' members will be disinterested persons
within the contemplation of Section 10 of the 1940 Act.

At a meeting held on August 15, 2000, the Boards of Trustees approved the
nomination of Thomas Gallagher, F. Wendell Gooch, Wilton Looney, James O.
Robbins and Jonathan T. Walton, each a

-5-
<PAGE>

current Trustee, to the Boards. If subsequently approved by shareholders, they
will continue to serve as members of the Boards of Trustees of the Trusts.

The Trusts' Boards of Trustees are currently made up of nine Trustees, six
of whom have been elected to office by shareholder vote and three of whom have
been appointed by the Boards. The Boards' retirement policy will require four
of the current Trustees to retire on November 18, 2000.

Section 16(a) of the Investment Company Act of 1940 (the "1940 Act")
requires the trustees of an investment company to be elected by shareholder
vote. Nonetheless, the 1940 Act permits a board to fill vacancies on the board,
without seeking shareholder approval, if immediately after filling vacancies at
least two-thirds of the trustees have been elected. However, if at any time
less than a majority of trustees have been elected by shareholders, a
shareholder meeting to elect trustees must be held within 60 days.

Upon the impending retirement of four of each Trust's current Trustees,
each Board will have less than a majority of trustees who have been elected by
shareholder vote. In light of the legal requirements under the 1940 Act, the
Boards would at that time be required to call a shareholder meeting for the
election of trustees. As a result, in anticipation of the retirement of the
four Trustees, the Boards have determined that it would be in the best interests
of the shareholders to call a shareholder meeting at this time and recommend the
election of each Nominee. The four retiring Trustees will continue to serve on
each Board until their retirement on November 18, 2000, unless they choose to
resign earlier.

Each of the Nominees has consented to being named in this Proxy Statement
and to serving as a Trustee if elected. The Trusts know of no reason why any
Nominee would be unable or unwilling to serve if elected. Because the Trusts do
not hold regular annual shareholder meetings, each Nominee, if elected, will
hold office until his or her successor is elected and qualified.

Information Regarding Nominees

The following information is provided for each Nominee. As of August 16,
2000 the Nominees as a group, and the Trustees and officers of the Trusts, as a
group, beneficially owned less than 1% of the total outstanding shares of each
Trust.

<TABLE>
<CAPTION>
Business Experience during the Shares of the Portfolios
Name and Position Past Five Years (including all Beneficially Owned as
with the Fund Age trusteeships and directorships) August 16, 2000(1) Percentage
------------- --- ------------------------------ ------------------ ----------
<S> <C> <C> <C> <C>
Thomas Gallagher, 52 President, Genuine Parts Company [XXX] [XXX]
Trustee Wholesale Distribution, 1970- Present
(acting President since 1990).
Director, Diversified Manufacturer.
Director, Apparel Manufacturer.
Trustee, STI Classic Funds and STI
Classic Variable Trust, May 2000
- present.

F. Wendell Gooch, 68 Retired. President, Orange County [XXX] [XXX]
Trustee Publishing Co., Inc., 1981-1997.
Publisher of the Paoli News and Paoli
Republican and Editor of the Paoli
Republican, 1981-1997. President, H&W
Distribution, Inc., 1984-1997. Trustee,
SEI Family of Funds and The Capitol
Mutual Funds. Trustee, STI Classic Funds
and STI Classic Variable Trust, May 1992
- present.
</TABLE>
-6-
<PAGE>

<TABLE>
<CAPTION>
Business Experience during the Shares of the Portfolios
Name and Position Past Five Years (including all Beneficially Owned as
with the Fund Age trusteeships and directorships) August 16, 2000(1) Percentage
------------- --- ------------------------------ ------------------ ----------
<S> <C> <C> <C> <C>
Wilton Looney, 81 Director, Rollins, Inc. Director, RPC [XXX] [XXX]
Trustee * Energy Services, Inc. Trustee, STI
Classic Funds and STI Classic Variable
Trust, May 1992 - present.

James O. Robbins, 58 President and CEO, Cox Communications, [XXX] [XXX]
Trustee Inc., 1983-present. Director, Data
Warehousing. Director, Communication
Services. Trustee, STI Classic Funds and
STI Classic Variable Trust, May 2000 -
present.

Jonathan T. Walton, 70 Trustee, W.K. Kellogg Trust. Trustee, [XXX] [XXX]
Trustee STI Classic Funds and STI Classic
Variable Trust, February 1998 - present.
</TABLE>
________________________
* Denotes an individual who may be deemed an "interested person" as defined
in the 1940 Act.

(1) Each Nominee has provided this information.

Compensation of Trustees

Each Trustee who is not an officer, employee or director of the Trusts'
Adviser or its affiliates receives an aggregate annual fee plus a fee per
meeting attended (plus reimbursement for reasonable out-of-pocket expenses
incurred in connection with his or her attendance at Board and committee
meetings) from the Trust for which he or she serves. Payment of such fees and
expenses is allocated among each Trust. For the fiscal year ended March 31,
2000, Trustees' fees attributable to the STI Classic Funds totaled [$XXXX]. For
the fiscal year ended December 31, 1999, Trustees' fees attributable to the STI
Classic Variable Trust totaled [$XXXX]. Neither the officers of STI Classic
Funds nor the officers of STI Classic Variable Trust receive any direct
remuneration from their respective Trust.

The aggregate compensation payable by the Trusts to each of the Trustees
serving during their respective fiscal years is set forth in the compensation
table below. The total compensation payable to such Trustees during their
respective fiscal years is also set forth in the compensation table below.

COMPENSATION TABLE
STI Classic Funds (as of May 31, 2000)

<TABLE>
<CAPTION>
Aggregate Pension or Retirement Total Compensation
Compensation Payable Benefits Estimated Annual from the Fund complex
from the Accrued as Part Benefits Upon Payable
Name and Position Trust of Fund Expenses Retirement to Trustee
----------------- ----- ----------------- ---------- ----------
<S> <C> <C> <C> <C>
Thomas Gallagher, $24,000 N/A N/A $24,000 for service on
Trustee** two boards

F. Wendell Gooch, $24,000 N/A N/A $25,500 for service on
Trustee two boards

Wilton Looney, $26,000 N/A N/A $26,000 for service on
Trustee* two boards
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
Aggregate Pension or Retirement Total Compensation
Compensation Payable Benefits Estimated Annual from the Fund complex
from the Accrued as Part Benefits Upon Payable
Name and Position Trust of Fund Expenses Retirement to Trustee
----------------- ----- ----------------- ---------- ----------
<S> <C> <C> <C> <C>
James O. Robbins, $24,000 N/A N/A $24,000 for service on
Trustee** two boards

Jonathan T. Walton, $24,000 N/A N/A $25,500 for service on
Trustee two boards

William H. Cammack, $ 0 N/A N/A $0 for service on two
Trustee # boards

T. Gordy Germany, $24,000 N/A N/A $25,500 for service on
Trustee ## two boards

Daniel S. Goodrum, $18,000 N/A N/A $22,500 for service on
Trustee ## two boards

Champney A. McNair, $24,000 N/A N/A $24,000 for service on
Trustee ## two boards

Bernard F. Sliger, $24,000 N/A N/A $25,500 for service on
Trustee ## two boards
</TABLE>

STI Classic Variable Trust (as of December 31, 1999)

<TABLE>
<CAPTION>
Aggregate Pension or Retirement Total Compensation
Compensation Payable Benefits Estimated Annual from the Fund Complex
from the Accrued as Part Benefits Upon Payable
Name and Position Trust of Fund Expenses Retirement to Trustee
----------------- ----- ----------------- ---------- ----------
<S> <C> <C> <C> <C>
Thomas Gallagher, $ 0 N/A N/A $24,000 for service on
Trustee** two boards

F. Wendell Gooch, $ 1,500 N/A N/A $25,500 for service on
Trustee two boards

Wilton Looney, $ 0 N/A N/A $26,000 for service on
Trustee* two boards

James O. Robbins, $ 0 N/A N/A $24,000 for service on
Trustee** two boards

Jonathan T. Walton, $ 1,500 N/A N/A $25,500 for service on
Trustee two boards

William H. Cammack, $ 0 N/A N/A $0 for service on two
Trustee + boards

T. Gordy Germany, $ 1,500 N/A N/A $25,500 for service on
Trustee ++ two boards

Daniel S. Goodrum, $ 4,500 N/A N/A $22,500 for service on
Trustee ++ two boards
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
Aggregate Pension or Retirement Total Compensation
Compensation Payable Benefits Estimated Annual from the Fund Complex
from the Accrued as Part Benefits Upon Payable
Name and Position Trust of Fund Expenses Retirement to Trustee
----------------- ----- ----------------- ---------- ----------
<S> <C> <C> <C> <C>
Champney A. McNair, $ 0 N/A N/A $24,000 for service on
Trustee ++ two boards

Bernard F. Sliger, $ 1,500 N/A N/A $25,500 for service on
Trustee ++ two boards
</TABLE>

---------------------
* Denotes a Trustee who may be deemed an "interested person" as defined in
the 1940 Act.
** Messrs. Robbins and Gallagher were appointed as Trustees on May 16, 2000.
Therefore, they did not serve on the Board of the STI Classic Variable
Trust during the most recent fiscal year and did not serve on the Board of
the STI Classic Funds for a full year during its most recent fiscal year.
+ Mr. Cammack resigned from each Board on May 16, 2000.
++ Denotes Trustees who will be retiring effective November 18, 2000.

Meetings and Committees of the Boards of Trustees

There were four regular meetings of the Boards of Trustees held during the
fiscal year most recently completed.

Each Board of Trustees has an Audit Committee. With respect to each Trust,
the Audit Committee makes recommendations to the full Board of Trustees with
respect to the engagement of independent accountants. The Audit Committee
reviews, with the independent accountants, the results of the audit engagement
and matters having a material effect on the Trust's financial operations. The
members of the Audit Committee during the fiscal year most recently ended were
Dr. Sliger and Messrs. Germany, Gooch and Walton, each of whom is not an
"interested person" within the meaning of the 1940 Act. Mr. Gooch was Chairman
of the Audit Committee during the fiscal year most recently ended. If elected,
Messrs. Gooch, Walton, Gallagher and Robbins will become members of each Audit
Committee. The STI Classic Funds' Audit Committee met three times during its
fiscal year most recently completed, ending May 31, 2000, and the STI Classic
Variable Trust's Audit Committee met two times during its fiscal year, most
recently completed, ending December 31, 1999.

Each Board of Trustees has a Nominating Committee. The Nominating
Committee makes recommendations to the full Board of Trustees with respect to
candidates for and policies of the Board of Trustees. The members of each
Trust's Nominating Committee for the fiscal year most recently ended were Dr.
Sliger and Messrs. Germany and Gooch (Chairman), each of whom is not an
"interested person" within the meaning of the 1940 Act. If elected, [Messrs.
__________, ______________ and Gooch] will become members of each Nominating
Committee. The Nominating Committees met once during the fiscal year most
recently ended.

Board Approval of the Election of Trustees

At the meeting of the Boards of Trustees held on August 15, 2000, the
Boards of Trustees voted to approve a Special Shareholder Meeting to elect each
of the Nominees for Trustee named herein. In voting to approve a Special
Shareholder Meeting to elect the Nominees as Trustees of the Trusts, the Boards
of Trustees considered the Nominees' experience and qualifications.

Shareholder Approval of the Election of Trustees

The election of Trustees requires the affirmative vote of a plurality of
all votes cast at the Special Meeting, provided that a majority of the shares
entitled to vote are present in person or by proxy at the Special Meeting. If
you return your proxy but give no voting instructions, your shares will be voted
FOR

-9-
<PAGE>

all Nominees named herein. If the Nominees are not approved by shareholders of
the Trusts, the current Boards of Trustees will remain in place and consider
alternative nominations.

THE BOARDS OF TRUSTEES RECOMMEND THAT YOU VOTE FOR ALL NOMINEES.

PROPOSAL 2: TO CONSIDER AND ACT UPON A PROPOSAL TO ELIMINATE OR REVISE
CERTAIN FUNDAMENTAL INVESTMENT POLICIES FOR EACH TRUST.

The 1940 Act requires an investment company to have certain specified
investment policies which can be changed only by shareholder vote. Those
policies are often referred to as "fundamental" investment policies. Because of
the opportunity afforded by this Special Meeting, there has been a review of
each Fund's fundamental policies with the goal of simplifying, modernizing and
making consistent, as far as possible, the fundamental policies of the Trusts.

This Proposal seeks to revise or eliminate those fundamental policies which
no longer reflect regulatory or industry requirements. This Proposal further
seeks to amend the Trusts' current fundamental policies in the interest of
clarity and uniformity, resulting in standardized fundamental investment
policies, but, in many cases, with no material changes to the policies
themselves. Accordingly, the Trusts' Boards of Trustees have approved the
proposed policies and unanimously recommend the approval of the proposed
elimination or revision of certain of the Funds' fundamental investment policies
as discussed below.

It is NOT anticipated that any of the sub-proposals will substantially
affect the way the Funds are currently managed. However, certain Funds may
begin to engage in securities lending. Set forth below, as a sub-section of
this Proposal, is a detailed description of each of the proposed changes. You
will be given the option to approve all, some, or none of the proposed changes
on the Proxy Card enclosed with this Joint Proxy Statement. Although the
elimination or revision of a fundamental policy is not likely to have a
significant impact on the current investment techniques employed by the Funds,
it will contribute to the overall objective of standardization.

A listing of the proposed fundamental investment policies to be adopted by
each Trust are set forth in Exhibit A. A listing of the current fundamental
investment policies of each Trust are set forth in Exhibit B. Policies apply to
all Funds unless otherwise indicated.

PROPOSAL 2.1: TO REVISE THE FUNDAMENTAL POLICIES CONCERNING
DIVERSIFICATION.

Each Fund is a "diversified" fund under the 1940 Act. This means that with
respect to 75% of its total assets, a Fund may not invest more than 5% of its
total assets in a single issuer or purchase more than 10% of the voting
securities of any one issuer. This restriction does not apply to U.S.
government securities or securities of other investment companies.

The Trusts currently have two policies regarding diversification. The first
policy prevents a Fund (except the Life Vision Funds) from purchasing more than
10% of the voting securities of a single issuer. The second policy, applicable
to all Funds, prohibits the investment of more than 5% of a Fund's assets in a
single issuer, with regard to 75% of the Fund's total assets. As described
above, the 5% and 10% limitations only apply to 75% of a "diversified" funds
total assets. Therefore, the first policy, as currently written, is more
restrictive than required under the 1940 Act in its application to 100% of the
Fund's assets.

In the interest of flexibility and uniformity, it is proposed that a single
policy containing only those requirements applicable to a diversified fund
under the 1940 Act apply to all Funds.

Current Text:
------------

-10-
<PAGE>

No Fund (except the Life Vision Funds) may:

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

2. Purchase the 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 a Fund may invest more than 25% of its
assets without regard to this restrictions permitted by
applicable law.

No Life Vision Fund may:

Proposed Text:
-------------

No Fund may:

With respect to 75% of each Fund's total assets, invest more than 5% of the
value of the total assets of a Fund in the securities of any one issuer (other
than securities issued or guaranteed by the U.S. government or any of its
agencies or instrumentalities, repurchase agreements involving such securities,
and securities issued by investment companies), or purchase the securities of
any one issuer if such purchase would cause more than 10% of the voting
securities of such issuer to be held by a Fund.

PROPOSAL 2.2: TO ELIMINATE THE POLICIES CONCERNING INVESTING FOR
CONTROL.

Under the Trusts' current investment policies, no Fund (except the
Life Vision Funds) may invest in a company for the purpose of exercising
control. This policy is overly restrictive and is not required under the 1940
Act. These policies were adopted in response to requirements of certain state
regulations that no longer apply to the Funds with the passage of the National
Securities Market Improvement Act of 1996 which preempted state law. While the
Funds have no present intention of investing in any companies for the purpose of
exercising control, the Trustees do not believe such a policy is necessary.
Shareholders are being asked to approve the elimination of this policy.

Current Text:
------------

No Fund (except the Life Vision Funds) may:

Invest in companies for the purpose of exercising control.

PROPOSAL 2.3: TO AMEND THE FUNDAMENTAL INVESTMENT POLICY
CONCERNING BORROWING.

The 1940 Act requires borrowings to have 300% asset coverage. Under the
proposed policy which is substantially the same as the borrowing policy for the
STI Classic Life Vision Funds, the Funds will be able to borrow up to the 1940
Act limit. The Funds will no longer be restricted to borrowing only for
redemption requests or for extraordinary or emergency purposes, and would not be
limited to borrowing only from banks. The new policy would not prohibit the
Funds from borrowing for leveraging

-11-
<PAGE>

purposes, although the Funds currently have no intention of borrowing for such
purposes. If the Funds were to borrow money for the purposes of leverage, its
net assets would tend to increase or decrease at a greater rate with market
changes than if leverage were not used.

Current Text:
------------

No Fund (except the Life Vision Funds) may:

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.

Life Vision Funds Current Text:
------------------------------

No Fund may:

Borrow money, except that a Life Vision Fund (a) may borrow money for
temporary or emergency purposes in an amount not exceeding 5% of the Life Vision
Fund's total assets determined at the time of the borrowing and (b) may borrow
money from banks or by engaging in reverse repurchase agreements. Asset coverage
of at least 300% is required for all borrowings, except where a Life Vision Fund
has borrowed money for temporary purposes in amounts not exceeding 5% of its
total assets.

Proposed Text:
-------------

No Fund may:

Borrow money in an amount exceeding 33 1/3% of the value of its total
assets, provided that, for the purposes of this limitation, investment
strategies that either obligate a Fund to purchase securities or require a Fund
to segregate assets are not considered to be borrowing. Asset coverage of at
least 300% is required for all borrowing, except where the Fund has borrowed
money for temporary purposes (less than 60 days), and in an amount not exceeding
5% of its total assets.

PROPOSAL 2.4: TO ELIMINATE THE FUNDAMENTAL POLICIES CONCERNING THE
PLEDGING, MORTGAGING OR HYPOTHECATING ASSETS.

Under the Trusts' current investment policies, no Fund (except the Life
Vision Funds) may pledge, mortgage or hypothecate assets except to secure
temporary borrowings, in aggregate amounts exceeding 10% of the Fund's total
assets, taken at the time of the loan, except as permitted with respect to
securities lending. This policy is overly restrictive and is not required under
the 1940 Act. Shareholders are being asked to approve the elimination of this
policy. Appropriate safeguards regarding borrowings are subsumed in the single
proposed policy described above in Proposal 2.3.

Current Text:
------------

No Fund (except the Life Vision Funds) may:

-12-
<PAGE>

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.

PROPOSAL 2.5: TO AMEND THE FUNDAMENTAL POLICIES CONCERNING
SECURITIES LENDING.

Under the Trusts' current investment policies, only certain Funds are
permitted to engage in securities lending. Under the proposed policy, all Funds
may engage in securities lending as permitted under the 1940 Act, and as
described in the appropriate prospectuses and statements of additional
information. In the interest of uniformity and flexibility, the shareholders
are being asked to approve this proposed policy, applicable to all Funds.

Current Text:
------------

No STI Classic Funds may:

Make loans, except that (a) a Fund may purchase or hold debt instruments in
accordance with its investment objective and policies; (b) a Fund may enter into
repurchase agreements, and (c) the Bond Funds, Balanced Fund, Emerging Markets
Equity Fund, International Equity Fund, International Equity Index Fund,
Limited-Term Federal Mortgage Securities Fund, U.S. Government Securities Fund,
Small Cap Value Equity Fund and Value Income Stock Fund may engage in securities
lending as described in the Prospectuses and in this Statement of Additional
Information.

No STI Classic Variable Trust Funds may:

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

No Life Vision Funds may:

Lend any security or make any other loan, except as permitted by the 1940
Act.

Proposed Text:
-------------

No Fund may:

Make loans, except that a Fund may: (i) purchase or hold debt instruments
in accordance with its investment objectives and policies; (ii) enter into
repurchase agreements; and (iii) lend its portfolio securities.

PROPOSAL 2.6: TO ELIMINATE THE FUNDAMENTAL POLICIES CONCERNING
INVESTMENT IN OTHER INVESTMENT COMPANIES.

The Trusts' current fundamental investment policies concerning investment
in other investment companies prohibits such investments, except for money
market funds and collateralized mortgage obligations and REMICs deemed to be
investment companies.

The ability of mutual funds to invest in other investment companies is
restricted by the 1940 Act. Under the 1940 Act, each Fund, other than the Life
Vision Funds, is prohibited from acquiring the securities of other investment
companies if, as a result of such acquisition, the Fund owns more than 3%

-13-
<PAGE>

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.

These restrictions will remain applicable to the Funds whether or not they
are recited in a fundamental policy. As a result, elimination of the current
policy is not expected to have any impact on the Funds' investment practices,
except to the extent that regulatory requirements may change in the future.
Shareholders are being asked to approve the elimination of this policy.

Current Text:
------------

No Fund (except the Life Vision Funds) may:

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 Investment Company Act of 1940 (the "1940 Act") and the rules
and regulations thereunder, except that the Mid-Cap Equity, Balanced, Georgia
Tax-Exempt Bond, Florida Tax-Exempt Bond, U.S. Government Securities, Limited-
Term Federal Mortgage Securities, International Equity Index, International
Equity, and Small Cap Value Equity Funds' purchases of investment company shares
are not limited to money market funds. 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.

PROPOSAL 2.7: TO ELIMINATE THE FUNDAMENTAL POLICIES CONCERNING
SHORT SALES.

The Trusts' current fundamental investment policies prevents the Funds from
making short sales, maintaining a short position or purchasing securities on
margin, except to obtain short-term credits necessary for the clearance of
securities transactions. These policies were adopted in response to certain
state regulations and are no longer applicable with the passage of the National
Securities Market Improvement Act of 1996 which preempted state law. Such a
restriction is not required under the 1940 Act. The Funds' Investment Adviser
recognizes short sales may not be appropriate for all of the Funds, and if this
Proposal is approved, will determine the appropriateness of short sales on a
Fund-by-Fund basis. Appropriate disclosure of this practice will also be
included in such Fund's prospectus and/or statement of additional information.
Shareholders are being asked to approve the elimination of this policy.

Current Text:
------------

No Fund may:

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.

PROPOSALS 2.8 through 2.11: OTHER POLICIES - INVESTMENT IN REAL ESTATE,
UNDERWRITING OF SECURITIES, PURCHASE OF
COMMODITIES AND CONCENTRATION.

Each of the other proposed fundamental policies regarding investment in
real estate (Proposal 2.8), underwriting of securities (Proposal 2.9), purchase
of commodities (Proposal 2.10), and concentration (Proposal 2.11) are not
materially different from the current comparable policy of each Fund, except
that these policies have been clarified or reworded. Shareholders are being
asked to approve

-14-
<PAGE>

the revised policies. In the case of Proposals 2.8 and 2.10, two policies that
currently apply to the Life Vision Funds are proposed to replace a single policy
applicable to the other Funds in each Trust.

PROPOSAL 2.8: INVESTMENT IN REAL ESTATE.

Current Text:
------------

No Fund (except the Life Vision Funds) may:

Purchase or sell real estate, real estate limited partnership interests,
commodities or commodities contracts (except for financial futures contracts)
and interests in a pool of securities that are secured by interests in real
estate (except that each Bond Fund may purchase mortgage-backed and other
mortgage-related securities, including collateralized mortgage obligations and
REMICs). However, subject to their permitted investment spectrum, any Fund may
invest in companies which invest in real estate, commodities or commodities
contracts.

Life Vision Funds Current Text: Same as proposed.
------------------------------

Proposed Text:
-------------

No Fund may:

Purchase or sell real estate, unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent a Fund from
investing in securities or other instruments either issued by companies that
invest in real estate, backed by real estate or securities of companies engaged
in the real estate business).

PROPOSAL 2.9: UNDERWRITING OF SECURITIES.

Current Text:
------------

No Fund (except the Life Vision Funds) may:

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

Life Vision Funds Current Text:
------------------------------

No Fund may:

Underwrite securities issued by others, except to the extent that the Life
Vision Fund may be considered an underwriter within the meaning of the
Securities Act of 1933 (the "Securities Act") in the disposition of restricted
securities.

Proposed Text:
-------------

No Fund may:

Underwrite securities issued by others, except to the extent that the Fund
may be considered an underwriter within the meaning of the Securities Act of
1933 in the sale of portfolio securities.

PROPOSAL 2.10: PURCHASE OF COMMODITIES.

Current Text:
------------

-15-
<PAGE>

No Fund (except the Life Vision Funds) may:

Life Vision Funds Current Text: Same as proposed.
------------------------------

Proposed Text:
-------------

No Fund may:

Purchase or sell physical commodities, unless acquired as a result of
ownership of securities or other instruments.

PROPOSAL 2.11: CONCENTRATION.

Current Text:
------------

No Fund (except Life Vision Funds) may:

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 money market
funds, obligations issued by domestic branches of U.S. banks or U.S. branches of
foreign banks subject to the same regulations as U.S. banks. For purposes of
this limitation, (i) utility companies will be divided according to their
services, for example, gas, gas transmission, electric and telephone will each
be considered 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.

Life Vision Funds Current Text:
------------------------------

No Fund may:

Purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or instrumentalities or
securities issued by investment companies) if, as a result, more than 25% of the
Life Vision Fund's total assets would be invested in the securities of companies
whose principal business activities are in the same industry. In addition, each
Life Vision Fund may not invest more than 25% of its assets in underlying STI
Classic Funds that, as a matter of policy, concentrate their assets in any one
industry. However, a Life Vision Fund may indirectly invest more than 25% of
its total assets in one industry through its investments in the underlying STI
Classic Funds. Each Life Vision Fund may invest up to 100% of its assets in
securities issued by investment companies.

-16-
<PAGE>

Proposed Text:
-------------

No Fund may:

Purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or instrumentalities
and securities issued by investment companies) if, as a result, more than 25% of
the Fund's total assets would be invested in the securities of companies whose
principal business activities are in the same industry.

With respect to the money market funds, this limitation does not apply to
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.

No Life Vision Fund may invest more than 25% of its assets in underlying
STI Classic Funds that, as a matter of policy, concentrate their assets in
any one industry. However, a Life Vision Fund may indirectly invest more
than 25% of its total assets in one industry through its investments in the
underlying STI Classic Funds. Each Life Vision Fund may invest up to 100%
of its assets in securities issued by investment companies. (STI Classic
Funds Only).

Shareholder Approval of the Fundamental Investment Policies

The approval of the proposed fundamental investment policies with respect to any
Fund requires the affirmative vote of a majority of the outstanding voting
securities. If you return your proxy but give no voting instructions, your
shares will be voted FOR all the policy changes described herein. If the
shareholders of any Fund fail to approve any proposed fundamental policy, the
current such policy will remain in effect.

THE BOARDS OF TRUSTEES RECOMMEND THAT YOU VOTE TO APPROVE THE
AMENDED POLICIES.

ADDITIONAL INFORMATION

Trustees and Executive Officers

Information about the Trusts' current Trustees and principal executive
officers is set forth below. Each officer of the Trusts will hold such office
until the Boards of Trustees have elected a successor.

<TABLE>
<CAPTION>
Shares of the
Portfolios
Name and Business Experience during the Beneficially Owned
Position Past Five Years (including all as of
With the Trust Age Trusteeships or Directorships) Aug. 16, 2000** Percentage
-------------- --- ------------------------------ --------------- ----------
<S> <C> <C> <C> <C>
Thomas Gallagher, 52 President, Genuine Parts Company [XXX] [XXX]
Trustee Wholesale Distribution. Director,
Diversified Manufacturer. Director,
Apparel Manufacturer. Trustee, STI
Classic Funds and STI Classic Variable
Trust, May 2000 - present.

F. Wendell Gooch, 68 Retired, President, Orange County [XXX] [XXX]
Trustee Publishing Co., Inc., 1981-1997.
Publisher of the Paoli News and 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
</TABLE>

-17-
<PAGE>

<TABLE>
<CAPTION>
Shares of the
Portfolios
Name and Business Experience during the Beneficially Owned
Position Past Five Years (including all as of
With the Trust Age Trusteeships or Directorships) Aug. 16, 2000** Percentage
-------------- --- ------------------------------ --------------- ----------
<S> <C> <C> <C> <C>
Funds and The Capitol Mutual Funds.
Trustee, STI Classic Funds and STI
Classic Variable Trust, May 1992
- present.

Wilton Looney, 81 Director, Rolling, Inc.. Director, RPC [XXX] [XXX]
Trustee* Energy Services, Inc. Trustee, STI
Classic Funds and STI Classic Variable
Trust, May 1992 - present.

James O. Robbins, 58 President and CEO, Cox Communications, [XXX] [XXX]
Trustee Inc. Director, Data Warehousing.
Director, Communications Services.
Trustee, STI Classic Funds and STI
Classic Variable Trust, May 2000 -
present.

Jonathan T. 70 Trustee, W.K. Kellogg Trust. Trustee, [XXX] [XXX]
Walton, Trustee STI Classic Funds and STI Classic
Variable Trust, February 1998 - present.

Daniel S. 74 Chairman, Audit Committee and Director, [XXX] [XXX]
Goodrum, Holy Cross Hospital. Executive Committee
Trustee* Member and Director. Honda Classic
Foundation, Director, Broward Community
College Foundation. Trustee, STI Classic
Funds and STI Classic Variable Trust,
May 1992 - present.

Champney A. 74 Director and Chairman of Investment [XXX] [XXX]
McNair, Committee and member of Executive
Trustee* 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. Trustee, STI Classic Funds and
STI Classic Variable Trust, May 1992 -
present.

T. Gordy Germany, 75 Director, Norrell Corporation and Mercy [XXX] [XXX]
Trustee Health Services, the latter being the
holding company of St. Joseph's
Hospitals. Trustee, STI Classic Funds
and STI Classic Variable Trust, May 1992
- present.

Dr. Barnard F. 75 Director, Stravros Center for Economic [XXX] [XXX]
Sliger, Education, Florida State University,
Trustee 1991-Present. Trustee, STI Classic Funds
and STI Classic Variable Trust, May 1992
- present.

Mark Nagle, 41 Vice President and Controller, Funds [XXX] [XXX]
President Accounting, 1996 - present. Vice
President of the Administrator and
Distributor, 1996 - present. Vice
President of the Distributor, 1997 -
present. Senior Vice President and Site
Manager, Fidelity Investments, 1981 -
</TABLE>

-18-
<PAGE>

Timothy D. Barto, 32 SEI Investments, October 1999 - present. [XXX] [XXX]
Vice President Vice President and Assistant Secretary
and Assistant of the Administrator and Distributor,
Secretary 1999 - present. Associate, Dechert
Price & Rhoads (law firm) 1997-1999.
Associate, Richter, Miller & Finn (law
firm) 1994-1997.

James R. Foggo, 36 Vice President and Assistant Secretary [XXX] [XXX]
Vice President of SEI Investments, 1998 - present.
and Assistant Vice President and Assistant Secretary
Secretary of the Administrator and the
Distributor, 1999 - present. 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 Gavalis, 36 Vice President and Assistant Secretary [XXX] [XXX]
Vice President of the Administrator and the Distributor,
and Assistant 1998 - present. Assistant General Counsel
Secretary and Director of Arbitration, Philadelphia
Stock Exchange, 1989-1998.

Jennifer E. 31 Director, SEI Funds Accounting since November [XXX] [XXX]
Spratley, 1999. Audit Manager at Ernst & Young LLP,
Treasurer & Chief 1991-1999.
Financial Officer

Christine M. 39 SEI Investments, November 1999. Vice President [XXX] [XXX]
McCullogh, and Assistant Secretary of the Administrator and
Vice President, Distributor, December 1999 - present. Associate,
Assistant Secretary White and Williams, LLP, 1991-1999.

Richard W. Grant, 55 Partner, Morgan, Lewis & Bockius LLP (law firm); [XXX] [XXX]
Secretary Counsel to the Trusts, Administrator and
Distributor, 1989 - present.

John H. Grady, Jr., 39 Partner, Morgan, Lewis & Bockius LLP (law firm), [XXX] [XXX]
Assistant Secretary 1995 - present; Counsel to the Trusts,
Administrator and Distributor, 1993 - present.

</TABLE>
_______________________
* Denotes an individual who may be deemed to be an "interested person" as
defined in the 1940 Act.
** As of August 16, 2000, the Trustees and officers of the Trust as a group
([XX] persons) beneficially owned an aggregate of less than 1% of the
Portfolio.

Investment Adviser

Trusco Capital Management, Inc. ("Trusco" or the "Adviser"), 50 Hurt Plaza,
Suite 1400, Atlanta, GA 30303, acts as the Trusts' Investment Adviser. Trusco
is a wholly-owned subsidiary of SunTrust Banks, Inc., a bank holding company.

-19-
<PAGE>

Administrator

SEI Investments Mutual Funds Services (the "Administrator"), located at One
Freedom Valley Drive, Oaks, Pennsylvania 19456, serves as the Trusts'
administrator. SEI Investments Mutual Funds Services is a wholly-owned
subsidiary of SEI Investments Company, which is also located at the same
address.

Distributor and Principal Underwriter

SEI Investments Distribution Co. (the "Distributor"), located at One
Freedom Valley Drive, Oaks, Pennsylvania 19456, serves as the Trusts'
distributor. The Distributor is a wholly-owned subsidiary of SEI Investments
Company.

Independent Public Accountants

Arthur Anderson LLP serves as independent public accountants for the
Trusts. Arthur Anderson LLP has informed the Trusts that it has no material
direct or indirect financial interest in the Trusts. Representatives of Arthur
Anderson LLP are not expected to be present at the Special Meeting, but will be
available by telephone should questions arise.

Beneficial Owners

As of the Record Date, the following persons beneficially owned 5% or more
of the outstanding shares of each Fund, as described below:

Name and Address of Owner Total Number of Shares Percentage of Ownership
------------------------- ---------------------- -----------------------

[To be provided]

Submission of Shareholder Proposals

Each Trust is organized as a business trust under the laws of the
Commonwealth of Massachusetts. As such, the Trusts are not required to, and do
not, have annual meetings.

Nonetheless, the Boards of Trustees may call a special meeting of
shareholders for action by shareholder vote as may be required by the 1940 Act,
or as required or permitted by the Declaration of Trust and By-Laws of each
Trust.

Shareholders who wish to present a proposal for action at a future meeting
should submit a written proposal to the appropriate Trust for inclusion in a
future proxy statement. The Boards of Trustees will give consideration to
shareholder suggestions as to nominees for the Boards of Trustees. Shareholders
retain the right to request that a meeting of the shareholders be held for the
purpose of considering matters requiring shareholder approval.

Required Vote

Each Trust will vote separately on Proposal #1. Approval of Proposal #1
requires the affirmative vote of a plurality of all votes cast at the Special
Meeting with respect to a Trust, provided that a majority of the shares of the
Trust entitled to vote are present in person or by proxy at the Special Meeting.
If the Nominees are not approved by shareholders of the Trusts, the current
Boards of Trustees will remain in place and consider alternative nominations.
The Trustees of each Trust recommend that the shareholders vote for each Nominee
in Proposal #1.

-20-

<PAGE>

Each Fund will vote separately on Proposal #2. Approval of the proposed
fundamental policies with respect to any Fund requires the affirmative vote of a
majority of the outstanding voting securities, as defined below, of that Fund.
If the shareholders of any Fund fail to approve any proposed fundamental policy,
the current such policy will remain in effect. The Trustees of each Trust
recommend that the shareholders of each Fund vote in favor of each item in
Proposal #2.

The terms "majority of the outstanding voting securities" as defined in
Section 2(a)(42) of the 1940 Act, and as used in this Joint Proxy Statement,
means: the affirmative vote of the lesser of (1) 67% of the voting securities of
each Fund present at the meeting if more than 50% of the outstanding shares of
the Fund are present in person or by proxy or (2) more than 50% of the
outstanding shares of each Fund.

Abstentions and "broker non-votes" will not be counted for or against the
Proposal but WILL BE counted for purposes of determining whether a quorum is
present. The Trusts believe that brokers who hold shares as record owners for
beneficial owners have the authority under the rules of the various stock
exchanges to vote those shares with respect to the Proposal when they have not
received instructions from beneficial owners.

Other Matters

No business other than the matters described above is expected to come
before the Special Meeting, but should any matter incident to the conduct of the
Special Meeting or any question as to an adjournment of the Special Meeting
arise, the persons named in the enclosed Proxy will vote thereon according to
their best judgment in the interest of the Trusts.

SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING AND WHO WISH
TO HAVE THEIR SHARES VOTED ARE REQUESTED TO VOTE BY MAIL, TELEPHONE OR INTERNET
AS EXPLAINED IN THE INSTRUCTIONS INCLUDED ON YOUR PROXY CARD.

By Order of the Trustees,

/s/ Mark E. Nagle
Mark E. Nagle
President

Dated: September 20, 2000

-21-
<PAGE>

EXHIBIT A

PROPOSED FUNDAMENTAL INVESTMENT POLICIES

STI CLASSIC FUNDS
STI CLASSIC VARIABLE TRUST

No Fund (including Life Vision Funds) may:

1. With respect to 75% of each Fund's total assets, invest more than 5% of the
value of the total assets of a Fund in the securities of any one issuer
(other than securities issued or guaranteed by the U.S. government or any
of its agencies or instrumentalities, repurchase agreements involving such
securities, and securities issued by investment companies), or purchase the
securities of any one issuer if such purchase would cause more than 10% of
the voting securities of such issuer to be held by a Fund.

2. Borrow money in an amount exceeding 33 1/3% of the value of its total
assets, provided that, for the purposes of this limitation, investment
strategies that either obligate a Fund to purchase securities or require a
Fund to segregate assets are not considered to be borrowing. Asset coverage
of at least 300% is required for all borrowing, except where the Fund has
borrowed money for temporary purposes (less than 60 days), and in an amount
not exceeding 5% of its total assets.

3. Underwrite securities issued by others, except to the extent that the Fund
may be considered an underwriter within the meaning of the Securities Act
of 1933 in the sale of portfolio securities.

4. Issue senior securities (as defined in the Investment Company Act of 1940
(the "1940 Act")), except as permitted by rule, regulation or order of the
Securities and Exchange Commission.

5. Purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities and securities issued by investment companies) if, as a
result, more than 25% of the Fund's total assets would be invested in the
securities of companies whose principal business activities are in the same
industry.

5.1 With respect to the money market funds, this limitation does not apply
to 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.

5.2 No Life Vision Fund may invest more than 25% of its assets in
underlying STI Classic Funds that, as a matter of policy, concentrate
their assets in any one industry. However, a Life Vision Fund may
indirectly invest more than 25% of its total assets in one industry
through its investments in the underlying STI Classic Funds. Each
Life Vision Fund may invest up to 100% of its assets in securities
issued by investment companies. (STI Classic Funds Only)

A-1
<PAGE>

6. Purchase or sell real estate, unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent a Fund from
investing in securities or other instruments either issued by companies
that invest in real estate, backed by real estate or securities of
companies engaged in the real estate business).

7. Purchase or sell physical commodities, unless acquired as a result of
ownership of securities or other instruments.

8. Make loans, except that a Fund may: (i) purchase or hold debt instruments
in accordance with its investment objectives and policies; (ii) enter into
repurchase agreements; and (iii) lend its portfolio securities.

A-2
<PAGE>

EXHIBIT B

CURRENT FUNDAMENTAL INVESTMENT POLICIES

STI CLASSIC FUNDS
-----------------

All Funds (except the Life Vision Funds) 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) the Bond Funds, Balanced Fund, Emerging
Markets Equity Fund, International Equity Fund, International Equity Index
Fund, Limited-Term Federal Mortgage Securities Fund, U.S. Government
Securities Fund, Small Cap Value Equity Fund and Value Income Stock Fund,
may engage in securities lending as described in the Prospectuses and in
this Statement of Additional Information.

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

6. Purchase or sell real estate, real estate limited partnership interests,
commodities or commodities contracts (except for financial futures
contracts) and interests in a pool of securities that are secured by
interests in real estate (except that each Bond Fund may purchase mortgage-
backed and other mortgage-related securities, including collateralized
mortgage obligations and REMICs). However, subject to their permitted
investment spectrum, any Fund may invest in companies which invest in real
estate, commodities or commodities contracts.

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

B-1
<PAGE>

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 Investment Company Act of 1940 (the "1940 Act") and the
rules and regulations thereunder, except that the Mid-Cap Equity, Balanced,
Georgia Tax-Exempt Bond, Florida Tax-Exempt Bond, U.S. Government
Securities, Limited-Term Federal Mortgage Securities, International Equity
Index, International Equity, and Small Cap Value Equity Funds' purchases of
investment company shares are not limited to money market funds. 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 Money Market Funds, 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.

Life Vision Funds
-----------------
A Life Vision Fund may not:

1. Purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities or securities issued by investment companies) if, as a
result, more than 5% of the total assets of a Life Vision Fund would be
invested in the securities of such issuer; provided, however, that a Life
Vision Fund may invest more than 25% of its assets without regard to this
restrictions permitted by applicable law.

B-2
<PAGE>

2. Borrow money, except that a Life Vision Fund (a) may borrow money for
temporary or emergency purposes in an amount not exceeding 5% of the Life
Vision Fund's total assets determined at the time of the borrowing and (b)
may borrow money from banks or by engaging in reverse repurchase
agreements. Asset coverage of at least 300% is required for all borrowings,
except where a Life Vision Fund has borrowed money for temporary purposes
in amounts not exceeding 5% of its total assets;

3. Underwrite securities issued by others, except to the extent that the Life
Vision Fund may be considered an underwriter within the meaning of the
Securities Act of 1933 (the "Securities Act") in the disposition of
restricted securities;

4. Issue senior securities (as defined in the 1940 Act), except as permitted
by rule, regulation or order of the Securities and Exchange Commission (the
"SEC");

5. Purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities or securities issued by investment companies) if, as a
result, more than 25% of the Life Vision Fund's total assets would be
invested in the securities of companies whose principal business activities
are in the same industry. In addition, each Life Vision Fund may not
invest more than 25% of its assets in underlying STI Classic Funds that, as
a matter of policy, concentrate their assets in any one industry. However,
a Life Vision Fund may indirectly invest more than 25% of its total assets
in one industry through its investments in the underlying STI Classic
Funds. Each Life Vision Fund may invest up to 100% of its assets in
securities issued by investment companies;

6. Purchase or sell real estate, unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent a Life Vision
Fund from investing in securities or other instruments either issued by
companies that invest in real estate, backed by real estate or securities
of companies engaged in the real estate business);

7. Purchase or sell physical commodities, unless acquired as a result of
ownership of securities or other instruments; and

8. Lend any security or make any other loan, except as permitted by the 1940
Act.

STI CLASSIC VARIABLE TRUST
--------------------------

All Funds 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.

B-3
<PAGE>

This borrowing provision is included solely to facilitate the orderly sale
of portfolio securities to accommodate heavy redemption requests if they
should occur and is not for investment purposes. All borrowings in excess
of 5% of the value of a Fund's total assets will be repaid before making
additional investments and any interest paid on such borrowings will reduce
income.

4. Make loans, except that (a) a Fund may purchase or hold debt instruments in
accordance with its investment objective and policies; (b) a Fund may enter
into repurchase agreements; and (c) the Investment Grade Bond Fund, Growth
and Income Fund, Quality Growth Stock Fund, and Value Income Stock 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 (except for financial futures
contracts) and interests in a pool of securities that are secured by
interests in real estate (except that the Investment Grade Bond Fund may
purchase mortgage-backed and other mortgage-related securities, including
collateralized obligations and REMICs). However, subject to its permitted
investment spectrum, a Fund may purchase marketable securities issued by
companies which own or invest in real estate, commodities or commodities
contracts, and commodities contracts relating to financial instruments,
such as financial futures contracts and options on such contracts.

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 unless as
permitted by the Investment Company Act of 1940 (the "1940 Act") and the
rules and regulations thereunder, except that the International Equity and
Small Cap Value Equity Funds' purchases are not limited to money market
funds. 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.

B-4
<PAGE>

STI CLASSIC FUNDS
2 Oliver Street
Boston, Massachusetts 02109

<S> <C> <C>
Balanced Fund International Equity Index Fund Small Cap Growth Stock Fund
Capital Appreciation Fund Investment Grade Bond Fund Small Cap Value Equity Fund
Classic Institutional Cash Investment Grade Tax-Exempt Bond Fund Tax-Exempt Money Market Fund
Management Money Market Fund Life Vision Aggressive Growth Fund Tax Sensitive Growth Stock Fund
Classic Institutional U.S. Life Vision Growth and Income Fund U.S. Government Securities Fund
Government Securities Money Life Vision Moderate Growth Fund U.S. Government Securities Money
Market Fund Limited-Term Federal Mortgage Market Fund
Classic Institutional U.S. Treasury Securities Fund U.S. Treasury Money Market Fund
Securities Money Market Fund Maryland Municipal Bond Fund Value Income Stock Fund
Core Equity Fund Mid-Cap Equity Fund Virginia Intermediate Municipal
E-Commerce Opportunity Fund Prime Quality Money Market Fund Bond Fund
Florida Tax-Exempt Bond Fund Short-Term Bond Fund Virginia Municipal Bond Fund
Georgia Tax-Exempt Bond Fund Short-Term U.S. Treasury Securities Virginia Tax-Free Money Market
Growth and Income Fund Fund Fund
High Income Fund
International Equity Fund

</TABLE>

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
October 27, 2000

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE STI CLASSIC FUNDS .

The undersigned Shareholder(s) of the STI Classic Funds (the "Trust")
hereby appoint(s) Timothy Barto, Todd Cipperman and James Foggo, each with full
power of substitution, the proxy or proxies to attend the Special Meeting of
Shareholders (the "Special Meeting") of the Trust to be held on Friday, October
27, 2000, and any adjournments thereof, to vote all of the shares of the Trust
that the signer would be entitled to vote if personally present at the Special
Meeting and on any other matters brought before the Special Meeting, all as set
forth in the Notice of Special Meeting of Shareholders. Said proxies are
directed to vote or refrain from voting pursuant to the Proxy Statement as
checked below.

To Vote by Internet

1) Read the Proxy Statement and have the Proxy card below at hand.
2) Go to Website www.proxyvote.com.
-----------------
3) Enter the 12-digit control number set forth on the Proxy card and follow
the simple instructions.

To Vote by Telephone

1) Read the Proxy Statement and have the Proxy card below at hand.
2) Call the toll-free number on the Proxy Statement.
3) Enter the 12-digit control number set forth on the Proxy card and follow
the simple instructions.

All properly executed proxies will be voted as directed herein by the
signing Shareholder(s). If no direction is given when the duly executed proxy
is returned, such shares will be voted FOR the Proposals.

Please date, sign and return promptly.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION
FOR YOUR RECORDS.
-----------------------------------------------------------------------------
<PAGE>

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS
PORTION ONLY.

STI CLASSIC FUNDS
-----------------

Election of Trustees
1. Proposal to elect Trustees. The nominees for Trustees are:

(1) Thomas Gallagher For All With- For All
(2) James O. Robbins Nominees hold Except
(3) F. Wendell Gooch [ ] [ ] [ ]
(4) Wilton Looney
(5) Jonathan T. Walton

To withhold authority to vote, mark "For all Except" and write the
nominees' number on the line below.
________________________________________________________________________________

Approval of Fundamental Investment Policies

2. Elimination or Revision of certain fundamental investment policies.

For Against Abstain
[ ] [ ] [ ]

[ ] To vote against the proposed changes to one or more of the specific
fundamental investment policies, but to approve the others, place an "X" in the
box at the left AND indicate the number(s) (as set forth in the Proxy Statement)
of the investment policies you do not want to change on this line:

________________________________________________________________________________

Vote On Proposal

3. To transact such other business as may properly come before the Special
Meeting or any adjournment thereof.

The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees.

Your signature(s) on this proxy should be exactly as your name or names
appear on this proxy. If the shares are held jointly, each holder should sign.
If signing is by attorney, executor, administrator, trustee or guardian, please
print your full title below your signature.

Dated: _____________2000

______________________________________ ______________________________________
Signature Signature

<PAGE>

STI CLASSIC VARIABLE TRUST
2 Oliver Street
Boston, Massachusetts 02109

Capital Appreciation Fund Investment Grade Bond Fund Small Cap Value Equity
Growth and Income Fund Mid-Cap Equity Fund Fund
International Equity Fund Quality Growth Stock Fund Value Income Stock Fund

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
October 27, 2000

THIS PROXY IS SOLICITED BY THE BOARDS OF TRUSTEES OF THE STI CLASSIC
VARIABLE TRUST.

The undersigned Shareholder(s) of the STI Classic Variable Trust (the
"Trust") hereby appoint(s) Timothy Barto, Todd Cipperman and James Foggo, each
with full power of substitution, the proxy or proxies to attend the Special
Meeting of Shareholders (the "Special Meeting") of Trust to be held on Friday,
October 27, 2000, and any adjournments thereof, to vote all of the shares of the
Trusts that the signer would be entitled to vote if personally present at the
Special Meeting and on any other matters brought before the Special Meeting, all
as set forth in the Notice of Special Meeting of Shareholders. Said proxies are
directed to vote or refrain from voting pursuant to the Proxy Statement as
checked below.

To Vote by Internet

To Vote by Telephone

Please date, sign and return promptly.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION
FOR YOUR RECORDS.
-----------------------------------------------------------------------------

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS
PORTION ONLY.

<PAGE>

STI CLASSIC VARIABLE TRUST
--------------------------

Election of Trustees

1. Proposal to elect new Boards of Trustees. The nominees for Trustees are:

(1) Thomas Gallagher For All With- For All
(2) James O. Robbins Nominees hold Except
(3) F. Wendell Gooch [ ] [ ] [ ]
(4) Wilton Looney
(5) Jonathan T. Walton

To withhold authority to vote,mark "For all Except" and write the nominees'
number on the line below.
--------------------------------------------------------------------------------

Approval of Fundamental Investment Policies

2. Elimination or revision of certain fundamental investment policies.

For Against Abstain
[ ] [ ] [ ]

[ ] To vote against the proposed changes to one or more of the specific
fundamental investment policies, but to approve the others, place an "X" in the
box at the left AND indicate the number(s) (as set forth in the Joint Proxy
Statement) of the investment policies you do not want to change on this line:

_______________________________________________________________________________

Vote On Proposal

3. To transact such other business as may properly come before the Special
Meeting or any adjournment thereof.

The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees.

Dated: ____________, 2000

____________________________________ ________________________________________
Signature Signature