STI CLASSIC FUNDS, 497, 2000-01-28

STI CLASSIC FUNDS
497, 2000-01-28

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<PAGE>

STI CLASSIC FUNDS
FLEX AND INVESTOR SHARES
P R O S P E C T U S

October 1, 1999
(As supplemented January 24, 2000)
*January 24, 2000

GROWTH AND INCOME FUND
HIGH INCOME FUND*
INTERNATIONAL EQUITY FUND
SMALL CAP GROWTH STOCK FUND

INVESTMENT ADVISERS
TO THE FUNDS:

STI CAPITAL MANAGEMENT, N.A.

TRUSCO CAPITAL MANAGEMENT, INC.
(the "Advisers")

STI Classic Funds

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>

PROSPECTUS

- ---------------------------
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 Growth and Income, High Income, International
Equity, and Small Cap Growth Stock Funds 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 Flex Shares
. Front-end sales charge . Contingent deferred sales charge
. 12b-1 fees . Higher 12b-1 fees
. $2,000 minimum initial investment . $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 which is common to each of the
Funds. For more detailed information about each Fund, please see:

2 GROWTH AND INCOME FUND

4 HIGH INCOME FUND*

6 INTERNATIONAL EQUITY FUND

8 SMALL CAP GROWTH STOCK FUND

10 MORE INFORMATION ABOUT RISK

11 EACH FUND'S OTHER INVESTMENTS

11 THE INVESTMENT ADVISERS AND PORTFOLIO MANAGERS

12 PURCHASING, SELLING AND EXCHANGING FUND SHARES

17 DIVIDENDS, DISTRIBUTIONS AND TAXES

18 FINANCIAL HIGHLIGHTS

22 HOW TO OBTAIN MORE INFORMATION ABOUT THE STI CLASSIC FUNDS

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

[GRAPHIC] Fund Summary

[GRAPHIC] Investment Strategy

[GRAPHIC] What are the risks of investing?

[GRAPHIC] Performance Information

[GRAPHIC] Fund Fees and Expenses

[GRAPHIC] Investment Advisers

[GRAPHIC] Purchasing Fund Shares

[GRAPHIC] What is an Index?

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

October 1, 1999 *January 24, 2000
(As Supplemented January 24, 2000)
<PAGE>

PROSPECTUS 1

- --------------------------------------------------------------------------------
RISK/RETURN INFORMATION COMMON TO THE FUNDS
- --------------------------------------------------------------------------------

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

Each Fund has its own investment goal and strategies for reaching that goal. The
investment managers invest Fund assets in a way that they believe will help a
Fund achieve its goal. Still, investing in each Fund involves risk and there is
no guarantee that a Fund will achieve its goal. An investment manager's
judgments about the markets, the economy, or companies may not anticipate actual
market movements, economic conditions or company performance, and these
judgments may affect the return on your investment. In fact, no matter how good
a job an investment manager does, you could lose money on your investment in the
Fund, just as you could with other investments. A Fund share is not a bank
deposit and it is not insured or guaranteed by the FDIC or any government
agency. The investment objective of each Fund is nonfundamental and may be
charged without shareholder approval.

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>

2 PROSPECTUS

- --------------------------------------------------------------------------------
GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

[GRAPHIC] Fund Summary

Investment Goal
Primary Long-term capital appreciation
Secondary Current income
- --------------------------------------------------------------------------------
Investment Focus Equity securities
- --------------------------------------------------------------------------------
Share Price Volatility Moderate
- --------------------------------------------------------------------------------
Principal Investment Strategy Attempts to identify securities of
companies with market
capitalizations of at least $1
billion with attractive valuation
and/or above average earnings
momentum relative to either their
sectors or the market as a whole.
- --------------------------------------------------------------------------------
Investor Profile Investors who are looking for
capital appreciation potential and
income with less volatility than
the equity markets as a whole
- --------------------------------------------------------------------------------

[GRAPHIC] Investment Strategy

The Growth and Income Fund invests primarily in equity securities, including
common stock and listed American Depository Receipts (ADRs), of domestic and
foreign companies with market capitalizations of at least $1 billion. However,
the average market capitalization can vary throughout a full market cycle and
will be flexible to allow the Adviser to capture market opportunities. The
Adviser uses a quantitative screening process to identify companies with an
attractive fundamental profile. The portfolio management team selects stocks of
companies with strong financial quality and above average earnings momentum to
secure the best relative values in each economic sector.

[GRAPHIC] 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 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.

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 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.

[GRAPHIC] Performance Information

This bar chart shows changes in the performance of the Fund's Investor Shares
from year to year. The chart does not reflect sales charges. If sales charges
had been reflected, returns would be less than those shown below.*

[BAR CHART]

1994 1995 1996 1997 1998 1999
-0.91% 29.45% 19.12% 27.58% 18.25% 14.10%

Best Quarter Worst Quarter
17.35% -10.35%
(6/30/97) (9/30/98)

* The performance information shown above is based on a calendar year.

<PAGE>

PROSPECTUS 3

- --------------------------------------------------------------------------------
GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

This table compares the Fund's average annual total returns for the periods
ended December 31, 1999, to those of the S&P 500 Index.

Investor Shares 1 Year 5 Years Since Inception
- --------------------------------------------------------------------------------
Growth and Income Fund 9.81% 20.63% 15.90%*
- --------------------------------------------------------------------------------
S&P 500 Index 21.04% 28.55% 22.20%**
- --------------------------------------------------------------------------------
* Since 5/7/93
** Since 5/31/93

Flex Shares 1 Year Since Inception
- --------------------------------------------------------------------------------
Growth and Income Fund 11.30% 19.73%*
- --------------------------------------------------------------------------------
S&P 500 Index 21.04% 27.50%**
- --------------------------------------------------------------------------------
* Since 4/5/95
** Since 4/30/95

----------------------------------------------------------------------
[GRAPHIC] 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 S&P 500 Index is a widely-recognized, market
value-weighted (higher market value stocks have more influence than lower market
value stocks) index of 500 stocks designed to mimic the overall equity market's
industry weightings.

Fund Fees and Expenses

[GRAPHIC] This table describes the Fund's fees and expenses that you may pay
if you buy and hold Fund shares.

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 varies depending upon how much you invest. See "How to
Purchase Fund Shares."

** This sales charge is imposed if you sell Flex Shares within 1 year of your
purchase. See "How to Sell Your Fund Shares."

- --------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)*
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Investor Shares Flex Shares
<S> <C> <C>
Investment Advisory Fees 0.90% 0.90%
Distribution and Service (12b-1) Fees 0.25% 1.00%
Other Expenses 0.20% 0.22%
----- -----
Total Annual Fund Operating Expenses 1.35% 2.12%
</TABLE>

* Expense information in the table has been restated to reflect current fees.

- --------------------------------------------------------------------------------
Example
- --------------------------------------------------------------------------------
This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated.

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

If you sell your shares at the end of the period:

1 Year 3 Years 5 Years 10 Years
Investor Shares $507 $787 $1,087 $1,938
Flex Shares $415 $664 $1,139 $2,452

If you do not sell your shares at the end of the period:

1 Year 3 Years 5 Years 10 Years
Investor Shares $507 $787 $1,087 $1,938
Flex Shares $215 $664 $1,139 $2,452

- --------------------------------------------------------------------------------
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 0.90%, 0.08% and 1.18%, respectively. Actual
Investment Advisory Fees, Distribution Fees and Total Operating Expenses for
Flex Shares are 0.90%, 0.81% and 1.93%, respectively. The Adviser and
Distributor could discontinue these voluntary waivers at any time. For more
information about these fees, see "Investment Advisers" and "Distribution of
Fund Shares."

<PAGE>

4 PROSPECTUS

- --------------------------------------------------------------------------------
HIGH INCOME FUND
- --------------------------------------------------------------------------------

[GRAPHIC] Fund Summary

Investment Goal
Primary High current income
Secondary Total return
- --------------------------------------------------------------------------------
Investment Focus High yield corporate, government,
and other debt instruments of U.S.
and non-U.S. issuers
- --------------------------------------------------------------------------------
Share Price Volatility High
- --------------------------------------------------------------------------------
Principal Investment Strategy Attempts to identify lower-rated
securities offering high current
income of issuers generating
adequate cash flow to meet their
obligations
- --------------------------------------------------------------------------------
Investor Profile Investors who seek high current
income and who are willing to
accept greater share price
volatility through investment in
high yield, below investment grade
debt instruments
- --------------------------------------------------------------------------------

[GRAPHIC] Investment Strategy

The High Income Fund invests primarily in a diversified portfolio of higher
yielding, lower rated income producing securities of U.S. and non-U.S. issuers.
The Fund will invest at least 65%, and may invest up to 100%, of its assets in
securities rated as "non-investment grade" by Moody's Investors Service, Inc.
or by Standard & Poor's Ratings Services or in unrated securities if, in the
Adviser's opinion, they are of comparable quality. Such securities are commonly
known as "junk bonds" and offer greater risks than investment grade bonds (i.e.
rated BBB- or above by S&P or Baa3 or above by Moody's). The primary basis for
security selection is the potential income offered by the security relative to
the Adviser's assessment of the issuers ability to generate the cash flow
required to meet its obligation. The Adviser employs a "bottom-up" approach,
identifying investment opportunities based on the underlying financial and
economic fundamentals of the specific issuer.

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.

[GRAPHIC] What are the risks of investing in this Fund?

The prices of the Fund's fixed income securities respond to economic
developments, particularly interest rate changes, as well as to perceptions
about the creditworthiness of individual issuers, including governments.
Generally, the Fund's fixed income securities will decrease in value if interest
rates rise and vice versa, and the volatility of lower rated securities is even
greater than that of higher rated securities. Also, longer-term securities are
generally more volatile, so the average maturity or duration of these securities
affects risk.

High yield securities involve greater risks of default or downgrade and are more
volatile than investment grade securities. Junk bonds involve greater risk of
default or price declines than investment grade securities due to actual or
perceived changes in an issuer's creditworthiness. In addition, issuers of junk
bonds may be more susceptible than other issuers to economic downturns. Junk
bonds are subject to the risk that the issuer may not be able to pay interest or
dividends and ultimately to repay principal upon maturity. Discontinuation of
these payments could substantially adversely affect the market value of the
security.

[GRAPHIC] Performance Information

As of January 24, 2000, the High Income Fund had not commenced operations, and
did not have a performance history.

<PAGE>

PROSPECTUS 5

- --------------------------------------------------------------------------------
HIGH INCOME FUND
- --------------------------------------------------------------------------------

[GRAPHIC] 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>
Flex Shares
<S> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) None
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value)* 2.00%
</TABLE>

* This sales charge is imposed if you sell Flex Shares within 1 year of your
purchase. See "How to Sell Your Fund Shares."

- --------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Flex Shares
<S> <C>
Investment Advisory Fees 0.80%
Distribution and Service (12b-1) Fees 1.00%
Other Expenses* 0.35%
Total Annual Fund Operating Expenses 2.15%
</TABLE>

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

If you sell your shares at the end of the period:

1 Year 3 Years
$424 $673

If you do not sell your shares at the end of the period:

1 Year 3 Years
$218 $673

- --------------------------------------------------------------------------------
Fund Expenses
- --------------------------------------------------------------------------------
Every mutual fund has operating expenses to pay for professional advisory,
shareholder, distribution, administration and custody services. The Fund's
estimated 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 estimated expenses that could be currently charged to the Fund. Actual
expenses are expected to be lower because the Adviser and Distributor are
voluntarily waiving a portion of their fees. Estimated actual Investment
Advisory Fees, Distribution Fees and Total Operating Expenses are 0.65%, 0.40%
and 1.40%, respectively. The Adviser and Distributor could discontinue these
voluntary waivers at any time. For more information about these fees, see
"Investment Advisers" and "Distribution of Fund Shares."
<PAGE>

6 PROSPECTUS

- --------------------------------------------------------------------------------
INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------

[GRAPHIC] 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
- --------------------------------------------------------------------------------

[GRAPHIC] 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.

[GRAPHIC] 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.

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.

[GRAPHIC] 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 periods from December 1995 to January 1996 represent the
performance of the Trust Shares of the Fund. Trust Shares have lower expenses
than Investor and Flex Shares, which results in higher performance shown below.
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 Investor Shares
from year to year. The periods from January 1996 to the present represent the
performance of the Investor Shares of the Fund. The chart does not reflect sales
charges. If sales charges had been reflected, returns would be less than those
shown below.*

[GRAPH]

1996 1997 1998 1999
21.58% 13.01% 10.69% 9.05%

Best Quarter Worst Quarter
16.74% -18.33%
(12/31/98) (9/30/98)

* The performance information shown above is based on a calendar year.
<PAGE>

PROSPECTUS 7

- --------------------------------------------------------------------------------
INTERNATIONAL EQUITY FUND
- --------------------------------------------------------------------------------

This table compares the Fund's average annual total returns for the periods
ended December 31, 1999, to those of the Morgan Stanley Capital International
Europe, Australasia, and Far East (MSCI EAFE) Index.

Investor Shares 1 Year Since Inception
- --------------------------------------------------------------------------------
International Equity Fund 4.94% 17.49%*
- --------------------------------------------------------------------------------
MSCI EAFE Index 26.96% 13.97%*
- --------------------------------------------------------------------------------
* Since 1/31/95

Flex Shares 1 Year Since Inception
- --------------------------------------------------------------------------------
International Equity Fund 6.37% 17.76%*
- --------------------------------------------------------------------------------
MSCI EAFE Index 26.96% 13.97%*
- --------------------------------------------------------------------------------
* Since 1/31/95

----------------------------------------------------------------------
[GRAPHIC] 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.

[GRAPHIC] 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 varies depending upon how much you invest. See "How to
Purchase Fund Shares."
** This sales charge is imposed if you sell Flex Shares within 1 year of your
purchase. See "How to Sell Your Fund Shares."

- --------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses deducted from Fund assets)*
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Investor Shares Flex Shares
<S> <C> <C>
Investment Advisory Fees 1.25% 1.25%
Distribution and Service (12b-1) Fees 0.33% 1.00%
Other Expenses 0.35% 0.59%
----- -----
Total Annual Fund Operating Expenses 1.93% 2.84%
</TABLE>

* Expense information in the table has been restated to reflect current fees.

If you sell your shares at the end of the period:

1 Year 3 Years 5 Years 10 Years
Investor Shares $564 $958 $1,378 $2,544
Flex Shares $487 $880 $1,499 $3,166

If you do not sell your shares at the end of the period:

1 Year 3 Years 5 Years 10 Years
Investor Shares $564 $958 $1,378 $2,544
Flex Shares $287 $880 $1,499 $3,166

- --------------------------------------------------------------------------------
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 1.20%, 0.28% and 1.83%, respectively. Actual
Investment Advisory Fees, Distribution Fees and Total Operating Expenses for
Flex Shares are 1.20%, 0.74% and 2.53%, respectively. The Adviser and
Distributor could discontinue these voluntary waivers at any time. For more
information about these fees, see "Investment Advisers" and "Distribution of
Fund Shares."
<PAGE>

8 PROSPECTUS

- --------------------------------------------------------------------------------
SMALL CAP GROWTH STOCK FUND
- --------------------------------------------------------------------------------

[GRAPHIC] 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
- --------------------------------------------------------------------------------

[GRAPHIC] 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.

[GRAPHIC] 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.

[GRAPHIC] Performance Information

[GRAPH]

1999
20.48%

Best Quarter Worst Quarter
20.77% -11.36%
(6/30/99) (3/31/99)

* The performance information shown above is based on a calendar year.
<PAGE>

PROSPECTUS 9

- --------------------------------------------------------------------------------
SMALL CAP GROWTH STOCK FUND
- --------------------------------------------------------------------------------

This table compares the Fund's average annual total returns for the periods
ended December 31, 1999, to those of the S&P SmallCap 600 Index.

Investor Shares 1 Year Since Inception
- --------------------------------------------------------------------------------
Small Cap Growth Stock Fund 15.96% 53.68%*
- --------------------------------------------------------------------------------
S&P SmallCap 600 Index 12.41% 22.17%**
- --------------------------------------------------------------------------------
* Since 10/08/98
** Since 10/31/98

Flex Shares 1 Year Since Inception
- --------------------------------------------------------------------------------
Small Cap Growth Stock Fund 17.29% 56.97%*
- --------------------------------------------------------------------------------
S&P SmallCap 600 Index 12.41% 22.17%**
- --------------------------------------------------------------------------------
* Since 10/08/98
** Since 10/31/98

----------------------------------------------------------------------
[GRAPHIC] 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 S&P SmallCap 600 Index is a widely-recognized,
capitalization-weighted (companies with larger market capitalizations have more
influence than those with smaller market capitalizations) index of 600 domestic
small cap stocks.

[GRAPHIC] 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>

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

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

If you sell your shares at the end of the period:

1 Year 3 Years 5 Years 10 Years
Investor Shares $561 $950 $1,363 $2,514
Flex Shares $522 $983 $1,669 $3,494

If you do not sell your shares at the end of the period:

1 Year 3 Years 5 Years 10 Years
Investor Shares $561 $950 $1,363 $2,514
Flex Shares $322 $983 $1,669 $3,494

- --------------------------------------------------------------------------------
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 Advisers" and "Distribution of
Fund Shares."
<PAGE>

10 PROSPECTUS

- --------------------------------------------------------------------------------
MORE INFORMATION ABOUT RISK
- --------------------------------------------------------------------------------

[GRAPHIC] More Information About Risk

Equity Risk

Growth and Income Fund
International Equity Fund
Small Cap Growth Stock Fund

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.

Fixed Income Risk

High Income Fund

The market value of fixed income investments change in response to interest rate
changes and other factors. During periods of falling interest rates, the values
of outstanding fixed income securities generally rise. Moreover, while
securities with longer maturities tend to produce higher yields, the prices of
longer maturity securities are also subject to greater market fluctuations as a
result of changes in interest rates.

Foreign Security Risks

Growth and Income Fund
High Income Fund
International Equity Fund

Investments in 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.

Year 2000 Risk

All Funds

The Funds depend on the smooth 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.
<PAGE>

PROSPECTUS 11

- --------------------------------------------------------------------------------
EACH FUND'S OTHER INVESTMENTS
- --------------------------------------------------------------------------------

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 Funds and their shareholders.

Each Fund's Other Investments

This prospectus describes the Funds' primary 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 we
use under normal conditions. During unusual economic or market conditions, or
for temporary defensive or liquidity purposes, each Fund may invest up to 100%
of its assets in cash, money market instruments, repurchase agreements and
short-term obligations that would not ordinarily be consistent with a Fund's
objectives. 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.

[GRAPHIC] 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 1.20% for the
International Equity Fund.

Trusco Capital Management, Inc. (Trusco), 50 Hurt Plaza, Suite 1400, Atlanta,
Georgia 30303, serves as the Adviser to the Growth and Income Fund, High Income
Fund, and Small Cap Growth Stock Fund. As of July 1, 1999, Trusco had
approximately $30 billion in assets under management.

The High Income Fund had not commenced operations as of May 31, 1999.

Prior to May 24, 1999, Crestar Asset Management Company served as the Adviser to
the predecessor of the Growth and Income Fund. For the fiscal period ended May
1, 1999, Crestar Asset Management Company and/or Trusco received advisory fees
of 0.75% for the Growth and Income Fund.

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

Portfolio Managers

Mr. Jeffrey E. Markunas, CFA, has served as lead portfolio manager of the Growth
and Income Fund since it began operating in September 1992. Since 1992, he has
served as Senior Vice President and Director of Equity Management for Crestar
Asset Management Company. Additionally, he was named Senior Vice President of
Trusco in January 1999. Mr. Markunas has more than 17 years of investment
experience.

Ms. Agnes G. Pampush, First Vice President, has served as a fixed income
portfolio manager at Trusco since 1988. She has managed the High Income Fund
since its inception. She is a Chartered Financial Analyst and has more than 16
years of investment experience.

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, Mr. Dau
served as senior international equity analyst for American Express Financial
Advisers 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.
<PAGE>

12 PROSPECTUS

- --------------------------------------------------------------------------------
PURCHASING, SELLING AND EXCHANGING FUND SHARES
- --------------------------------------------------------------------------------

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

[GRAPHIC]
This section tells you how to buy, sell (sometimes called "redeem") or exchange
Investor Shares and Flex Shares of the Funds.
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 Funds 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 transactions in Funds 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 a Fund. You will also generally
have to address your correspondence or questions regarding a Fund to your
institution. A 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 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, 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 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 the market
price is unreliable, fair value prices may be determined in good faith using
methods approved by the Board of Trustees.

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 Funds' investments may change on
days when you cannot purchase or sell Fund shares.
<PAGE>

PROSPECTUS 13

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 any Fund at least:

Class Dollar Amount
- --------------------------------------------------------------------------------
Investor Shares $2,000
- --------------------------------------------------------------------------------
Flex Shares $5,000 ($2,000 for retirement plans)
- --------------------------------------------------------------------------------

Your subsequent investments in any Fund must be made in amounts of at least
$1,000 or, if you pay by a statement coupon, $100. A 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 a 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:

Your Sales Charge Your Sales Charge
as a Percentage of as a Percentage of
If Your Investment is: Offering Price Your Net Investment
- --------------------------------------------------------------------------------
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%
- --------------------------------------------------------------------------------

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.
<PAGE>

14 PROSPECTUS

Repurchase of Investor Shares

You may repurchase any amount of Investor Shares of any 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 Funds 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 Funds 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 Funds 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 Funds for the reduction at the time of purchase. You must
provide the Funds with your account number(s) and, if applicable, the account
numbers for your spouse and/or children (and provide the children's ages). The
Funds may amend or terminate this right of accumulation at any time.

Letter of Intent. You may purchase Investor Shares at the sales charge rate
applicable to the total amount of the purchases you intend to make over a
13-month period. In other words, a Letter of Intent allows you to purchase
Investor Shares of a Fund over a 13-month period and receive the same sales
charge as if you had purchased all the shares at the same time. The Funds 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 the 13-month period, you must
send the Funds 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
<PAGE>

PROSPECTUS 15

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 Securities, 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.

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

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:

Class Dollar Amount
- --------------------------------------------------------------------------------
Investor Shares $2,000
- --------------------------------------------------------------------------------
Flex Shares $5,000
- --------------------------------------------------------------------------------
<PAGE>

16 PROSPECTUS

But, the Funds 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.

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.

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
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 Funds receive your exchange request.

Investor Shares

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

Flex Shares

You may exchange Flex Shares of any Fund for Flex Shares of any other Fund.

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.

Distribution of Fund Shares

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

Distribution fees, as a percentage of average daily net assets are as follows:

For Investor Shares
- --------------------------------------------------------------------------------
Growth and Income Fund 0.25%
International Equity Fund 0.33%

For Flex Shares the maximum distribution fee is 1.00% of the average daily net
assets of each Fund.

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
<PAGE>

PROSPECTUS 17

- --------------------------------------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------

compensation, including merchandise, airline vouchers, trips and vacation
packages, to dealers selling shares of a Fund.

Dividends and Distributions

Each Fund distributes its income as follows:

Declared Daily and Paid Monthly
- --------------------------------------------------------------------------------
High Income Fund

Quarterly
- --------------------------------------------------------------------------------
Growth and Income Fund 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 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 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 or exchange 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>

18 PROSPECTUS

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Financial Highlights

The tables that follow present performance information about Investor Shares and
Flex Shares of each Fund. This information is intended to help you understand
each Fund's financial performance for the past five years, or, if shorter, the
period of the Fund's operations. Some of this information reflects financial
information for a single Fund share. The total returns in the table represent
the rate that you would have earned (or lost) on an investment in a Fund,
assuming you reinvested all of your dividends and distributions. This
information for each Fund except the Growth and Income Fund for the periods
ended prior to May 31, 1999 have been audited by Arthur Andersen LLP,
independent public accountants. The financial highlights for the Growth and
Income Fund for the periods ended prior to May 31, 1999 have been audited by
Deloitte & Touche LLP, independent public accountants. The report of Arthur
Andersen, along with each 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.

For the Periods Ended May 31,
For a Share Outstanding Throughout the Periods

<TABLE>
<CAPTION>
Net Realized
Net Assets Net and Distributions
Value Investments Unrealized from Net Distributions Net Assets
Beginning Income Gains Investment from Realized Value End Total
of Period (Loss) on Investments Income Capital Gains of Period Return (+)
---------- ----------- -------------- ------------- -------------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
- --------------------------
Growth and Income Fund (A)
- --------------------------
Investor Shares
1999(1) .......... $15.21 $0.04 $1.99 $(0.03) $(1.00) $16.21 14.31%

For the years ended November 30:
1998 ............. 16.64 0.10 1.66 (0.10) (3.09) 15.21 13.69%
1997 ............. 13.47 0.13 3.25 (0.14) (0.07) 16.64 25.42
1996 ............. 11.66 0.17 2.39 (0.16) (0.59) 13.47 22.63
1995 ............. 10.78 0.25 2.62 (0.26) (1.73) 11.66 28.71
1994 ............. 11.42 0.18 (0.22) (0.18) (0.42) 10.78 (0.45)

Flex Shares
1999(1) .......... $15.14 $(0.01) $1.97 $ -- $(1.00) $16.10 13.85%

For the years ended November 30:
1998 ............. 16.59 (0.01) 1.64 -- (3.08) 15.14 12.78%
1997 ............. 13.44 0.04 3.23 (0.05) (0.07) 16.59 24.63
1996 ............. 11.64 0.09 2.38 (0.08) (0.59) 13.44 21.81
1995 (2) ......... 11.11 0.12 1.62 (0.14) (1.07) 11.64 15.78

Ratio of Net
Ratio of Ratio of Investment
Net Expenses to Income (Loss) to
Ratio of Investment Average Net Average Net
Net Assets Expenses to Income (Loss) Assets (Excluding Assets (Excluding Portfolio
End of Average to Average Waivers and Waivers and Turnover
Period (000) Net Assets Net Assets Reimbursements) Reimbursements) Rate
------------ ----------- ------------- ----------------- ----------------- ---------
<S> <C> <C> <C> <C> <C> <C>
- --------------------------
Growth and Income Fund (A)
- --------------------------
Investor Shares
1999(1) .......... $36,958 1.08% 0.54% 1.17% 0.45% 31%

For the years ended November 30:
1998 ............. 34,434 1.03% 0.63% 1.18 0.48 71%
1997 ............. 28,112 1.03 0.89 1.18 0.74 100
1996 ............. 17,997 1.03 1.35 1.18 1.20 82
1995 ............. 12,633 1.03 2.14 1.18 1.99 175
1994 ............. 8,115 1.02 1.81 1.04 1.79 116

Flex Shares
1999(1) .......... $35,163 1.83% (0.21%) 1.97% (0.35%) 31%

For the years ended November 30:
1998 ............. 25,656 1.78 (0.13%) 2.03 (0.38%) 71
1997 ............. 13,269 1.73 0.15 2.09 (0.20) 100
1996 ............. 5,131 1.68 0.71 2.03 0.36 82
1995 (2) ......... 2,086 1.68 1.13 2.03 0.78 175
</TABLE>

+ Returns are for the period indicated and have not been annualized. Total
return figures do not include applicable sales loads.
(1) For the six month period ended May 31, 1999. All ratios for the period have
been annualized.
(2) Commenced operations on April 19, 1995. All ratios for the period ended
November 30, 1995 have been annualized.
(A) On May 24, 1999, the CrestFunds Value Fund exchanged all of its assets and
certain liabilities for shares of the Growth and Income Fund. The
CrestFunds Value Fund is the accounting survivor in this transaction, and
as a result, its basis of accounting for assets and liabilities and its
operating results for the periods prior to May 24, 1999 have been carried
forward in these financial highlights.
Amounts designated as "--" are either $0 or rounded to $0.
<PAGE>

PROSPECTUS 19

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

For the Periods Ended May 31,
For a Share Outstanding Throughout the Periods

<TABLE>
<CAPTION>
Net Realized
Net Assets Net and Distributions
Value Investments Unrealized from Net Distributions Net Assets
Beginning Income Gains Investment from Realized Value End Total
of Period (Loss) on Investments Income Capital Gains of Period Return (+)
---------- ----------- -------------- ------------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
- -------------------------
International Equity Fund
- -------------------------
Investor Shares
1999 ........... $14.92 $(0.09) $(1.10) $ -- $(0.84) $12.89 (7.82%)
1998 ........... 13.58 0.02 2.64 -- (1.32) 14.92 21.39
1997 ........... 11.38 (0.01) 2.56 -- (0.35) 13.58 22.85
1996(3) ........ 10.44 0.04 0.90 -- -- 11.38 9.00

Flex Shares
1999 ........... $14.68 $(0.29) $(0.97) $ -- $(0.84) $12.58 (8.48%)
1998 ........... 13.47 0.07 2.46 -- (1.32) 14.68 20.54
1997 ........... 11.37 (0.04) 2.49 -- (0.35) 13.47 21.98

- ---------------------------
Small Cap Growth Stock Fund
- ---------------------------
Flex Shares
1999(4) ........ $10.00 $(0.19) $4.67 $ -- $(0.02) $14.46 44.78%

<CAPTION>
Ratio of Net
Ratio of Ratio of Investment
Net Expenses to Income (Loss) to
Ratio of Investment Average Net Average Net
Net Assets Expenses to Income (Loss) Assets (Excluding Assets (Excluding Portfolio
End of Average to Average Waivers and Waivers and Turnover
Period (000) Net Assets Net Assets Reimbursements) Reimbursements) Rate
------------ ----------- ------------- ----------------- ----------------- ---------
<S> <C> <C> <C> <C> <C> <C>
- -------------------------
International Equity Fund
- -------------------------
Investor Shares
1999 ........... $14,145 1.83% 0.30% 1.93% 0.20% 161%
1998 ........... 17,383 1.82 0.24 1.91 0.15 108
1997 ........... 10,674 1.81 0.18 2.05 (0.06) 139
1996(3) ........ 3,448 1.81 1.73 3.14 0.40 113

Flex Shares
1999 ........... $17,103 2.53% (0.40%) 2.84% (0.71%) 161%
1998 ........... 21,164 2.52 (0.46) 2.58 (0.52) 108
1997 ........... 8,375 2.51 (0.27) 3.03

- ---------------------------
Small Cap Growth Stock Fund
- ---------------------------
Flex Shares
1999(4) ........ $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.
(3) Commenced operations on January 2, 1996. All ratios for the period have
been annualized.
(4) Commenced operations on October 8, 1998. All ratios for the period have
been annualized.
Amounts designated as "--" are either $0 or rounded to $0.
<PAGE>

20 PROSPECTUS

- --------------------------------------------------------------------------------
NOTES
- --------------------------------------------------------------------------------
<PAGE>

PROSPECTUS 21

- --------------------------------------------------------------------------------
NOTES
- --------------------------------------------------------------------------------
<PAGE>

22 PROSPECTUS

- --------------------------------------------------------------------------------
HOW TO OBTAIN MORE INFORMATION
- --------------------------------------------------------------------------------

Investment Advisers More information about the Funds is
available without charge through the
STI Capital Management, N.A. following:
P.O. Box 3808
Orlando, FL 32802 Statement of Additional Information (SAI)

Trusco Capital Management, Inc. The SAI dated October 1, 1999, includes
50 Hurt Plaza detailed information about the STI
Suite 1400 Classic Funds. The SAI is on file with
Atlanta, GA 30303 the SEC and is incorporated by reference
into this prospectus. This means that
Distributor the SAI, for legal purposes, is a part
of this prospectus.
SEI Investments Distribution Co.
One Freedom Valley Drive Annual and Semi-Annual Reports
Oaks, PA 19456
These reports list each Fund's holdings
Legal Counsel and contain information from the Fund's
managers about strategies, and recent
Morgan, Lewis & Bockius LLP 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

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
EDGAR Database on 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 on the operation of the
Public Reference Room, call
1-202-942-8090). 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
20549-0102. You may also obtain this
information, upon payment of a
duplicating fee, by e-mailing the SEC at
the following address:
[email protected]. The STI Classic
Funds' Investment Company Act
registration number is 811-06557.