<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 Section 240.14a-11(c) or Section 240.14a-12
STI Classic Funds
STI Classic Variable Trust
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the 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)(4) 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 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] 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:
-------------------------------------------------------------------------
Notes:
<PAGE>
STI CLASSIC FUNDS
AND
STI CLASSIC VARIABLE TRUST
STI Classic Funds:
<TABLE>
<S> <C> <C>
Balanced Fund Investment Grade Tax-Exempt Bond Fund Virginia Tax-Free Money Market Fund
Capital Appreciation Fund Life Vision Moderate Growth Fund U.S. Government Securities Money Market Fund
Classic Institutional U.S. Life Vision Growth and Income Fund U.S. Treasury Money Market Fund
Government Securities Life Vision Aggressive Growth Fund U.S. Government Securities
Money Market Fund Limited-Term Federal Mortgage Securities Fund Value Income Stock Fund
Classic Institutional Cash Maryland Municipal Bond Fund Virginia Municipal Bond Fund
Management Money Market Fund Mid-Cap Equity Fund Virginia Intermediate Municipal Bond Fund
Classic Institutional U.S. Prime Quality Money Market Fund
Treasury Securities Money Short-Term Bond Fund STI Classic Variable Trust:
Market Fund Short-Term U.S. Treasury Securities Fund
Core Equity Fund Small Cap Growth Stock Fund Capital Appreciation Fund
E-Commerce Opportunity Fund Small Cap Value Equity Fund Growth and Income Fund
Florida Tax-Exempt Bond Fund Tax Sensitive Growth Stock Fund International Equity Fund
Georgia Tax-Exempt Bond Fund Tax-Exempt Money Market Fund Investment Grade Bond Fund
Growth and Income Fund Mid-Cap Equity Fund
High Income Fund Quality Growth Stock Fund
International Equity Index Fund Small Cap Value Equity Fund
International Equity Fund Value Income Stock Fund
Investment Grade Bond Fund
</TABLE>
2 Oliver Street
Boston, Massachusetts 02109
____________________
Notice of special Meeting of Shareholders
To be held on October 16, 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 16, 2000 at 3:00 p.m. (the
"Special Meeting"). The Special Meeting is for the purpose of considering the
proposal set forth below and to transact such other business as may be properly
brought before the Special Meeting:
PROPOSAL: TO CONSIDER AND ACT UPON A PROPOSAL TO ELECT MEMBERS TO THE
BOARD OF TRUSTEES OF EACH TRUST.
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.
<PAGE>
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 1, 2000
2
<PAGE>
STI CLASSIC FUNDS
AND
STI CLASSIC VARIABLE TRUST
STI Classic Funds:
<TABLE>
<S> <C> <C>
Balanced Fund Investment Grade Tax-Exempt Bond Fund Virginia Tax-Free Money Market Fund
Capital Appreciation Fund Life Vision Moderate Growth Fund U.S. Government Securities Money Market Fund
Classic Institutional U.S. Life Vision Growth and Income Fund U.S. Treasury Money Market Fund
Government Securities Life Vision Aggressive Growth Fund U.S. Government Securities Fund
Money Market Fund Limited-Term Federal Mortgage Securities Fund Value Income Stock Fund
Classic Institutional Cash Maryland Municipal Bond Fund Virginia Municipal Bond Fund
Management Money Market Fund Mid-Cap Equity Fund Virginia Intermediate Municipal Bond Fund
Classic Institutional U.S. Prime Quality Money Market Fund
Treasury Securities Money Short-Term Bond Fund STI Classic Variable Trust:
Market Fund Short-Term U.S. Treasury Securities Fund
Core Equity Fund Small Cap Growth Stock Fund Capital Appreciation Fund
E-Commerce Opportunity Fund Small Cap Value Equity Fund Growth Stock Fund e Fund
Florida Tax-Exempt Bond Fund Tax Sensitive Growth Stock Fund International Equity Fund
Georgia Tax-Exempt Bond Fund Tax-Exempt Money Market Fund Investment Grade Bond Fund
Growth and Income Fund Mid-Cap Equity Fund
High Income Fund Quality Growth Stock Fund
International Equity Index Fund Small Cap Value Equity Fund
International Equity Fund Value Income Stock Fund
Investment Grade Bond Fund
</TABLE>
2 Oliver Street
Boston, Massachusetts 02109
__________________________
JOINT PROXY STATEMENT
__________________________
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
October 16, 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 Monday, October 16, 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 Proxy
Statement and a Proxy Card will be mailed to shareholders on or about September
1, 2000.
3
<PAGE>
Summary
-------
At the Special Meeting, shareholders will be asked to vote on a proposal to
elect a slate of Trustees to serve on the Board of Trustees of each Trust (the
"Proposal").
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 16, 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 Proposal, the Proxy will be voted FOR the approval
of the Proposal 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, the STI
Classic Funds and the STI Classic Variable Trust had the following shares
outstanding:
STI CLASSIC FUNDS:
-----------------
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
Fund: Trust Flex Investor Total Shares
Shares Shares Shares outstanding:
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Virginia Municipal Bond Fund
---------------------------------------------------------------------------------------------------
Virginia Intermediate Municipal Bond Fund
---------------------------------------------------------------------------------------------------
Value Income Stock Fund
---------------------------------------------------------------------------------------------------
U.S. Treasury Money Market Fund
---------------------------------------------------------------------------------------------------
U.S. Government Securities Money Market Fund
---------------------------------------------------------------------------------------------------
U.S. Government Securities Fund
---------------------------------------------------------------------------------------------------
Virginia Tax-Free Money Market Fund
---------------------------------------------------------------------------------------------------
Tax-Exempt Money Market Fund
---------------------------------------------------------------------------------------------------
Tax Sensitive Growth Stock Fund
---------------------------------------------------------------------------------------------------
Small Cap Value Equity Fund
---------------------------------------------------------------------------------------------------
Small Cap Growth Stock Fund
---------------------------------------------------------------------------------------------------
Short-Term U.S. Treasury Securities Fund
---------------------------------------------------------------------------------------------------
Short-Term Bond Fund
---------------------------------------------------------------------------------------------------
Prime Quality Money Market Fund
---------------------------------------------------------------------------------------------------
Mid-Cap Equity Fund
---------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Fund: Trust Flex Investor Total Shares
Shares Shares Shares outstanding:
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Maryland Municipal Bond Fund
-----------------------------------------------------------------------------------------------------
Limited-Term Federal Mortgage Securities Fund
-----------------------------------------------------------------------------------------------------
Life Vision Moderate Growth Fund
-----------------------------------------------------------------------------------------------------
Life Vision Growth and Income Fund
-----------------------------------------------------------------------------------------------------
Life Vision Aggressive Growth Fund
-----------------------------------------------------------------------------------------------------
Investment Grade Tax-Exempt Bond Fund
-----------------------------------------------------------------------------------------------------
Investment Grade Bond Fund
-----------------------------------------------------------------------------------------------------
International Equity Index Fund
-----------------------------------------------------------------------------------------------------
International Equity Fund
-----------------------------------------------------------------------------------------------------
High Income Fund
-----------------------------------------------------------------------------------------------------
Growth and Income Fund
-----------------------------------------------------------------------------------------------------
Georgia Tax-Exempt Bond Fund
-----------------------------------------------------------------------------------------------------
Florida Tax-Exempt Bond Fund
-----------------------------------------------------------------------------------------------------
E-Commerce Opportunity Fund
-----------------------------------------------------------------------------------------------------
Core Equity Fund
-----------------------------------------------------------------------------------------------------
Capital Appreciation Fund
-----------------------------------------------------------------------------------------------------
Balanced Fund
-----------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
Fund: Institutional Corporate Trust Total Shares
Shares Shares outstanding:
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Classic Institutional U.S. Treasury
Securities Money Market Fund
----------------------------------------------------------------------------------------------------------
Classic Institutional U.S. Government
Securities Money Market Fund
----------------------------------------------------------------------------------------------------------
Classic Institutional Cash Management
Money Market Fund
----------------------------------------------------------------------------------------------------------
</TABLE>
STI Classic Variable Trust:
--------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
Fund: Total Shares
outstanding:
-----------------------------------------------------------------------------
<S> <C>
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>
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
5
<PAGE>
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 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: TO CONSIDER AND ACT UPON A PROPOSAL 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, James O. Robbins, F. Wendell Gooch, Wilton Looney, 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, James O. Robbins, F. Wendell Gooch, Wilton
Looney, and Jonathan T. Walton, each a 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 is 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
6
<PAGE>
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, 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>
Shares of the
Business Experience during the Portfolios
Name and Position Past Five Years Beneficially Owned Percentage
with the Fund (including all trusteeships and as August 16, 2000(1) ----------
------------- ------------------------------- ---
Age directorships)
--- -------------
<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
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>
7
<PAGE>
<TABLE>
<CAPTION>
Shares of the
Business Experience during the Portfolios
Name and Position Past Five Years Beneficially Owned Percentage
with the Fund (including all trusteeships and as of [July 24, ----------
------------- ------------------------------- 2000](1)
Age directorships) --
--- --------------
<S> <C> <C> <C> <C>
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., 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 Advisor 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.
8
<PAGE>
COMPENSATION TABLE
STI Classic Funds (as of May 31, 2000)
<TABLE>
<CAPTION>
Pension or
Retirement
Aggregate Benefits Estimated Total Compensation
Name and Position Compensation Accrued as Part Annual from the Fund
----------------- Payable Of Fund Benefits Upon complex Payable to
from the Trust Expenses Retirement Trustee
------------------ -------- ---------- -------
<S> <C> <C> <C> <C>
Thomas Gallagher, $ 6,000 N/A N/A $ 6,500 for service
Trustee** on two boards
F. Wendell Gooch, 25,500 N/A N/A 27,500 for service
Trustee on two boards
Wilton Looney, 26,000 N/A N/A 28,000 for service
Trustee* on two boards
James O. Robbins, 4,500 N/A N/A 4,500 for service
Trustee** on two boards
Jonathan T. Walton, 25,500 N/A N/A 27,500 for service
Trustee on two boards
William H. Cammack, N/A N/A N/A 0 for service on
Trustee # two boards
T. Gordy Germany, 25,500 N/A N/A 27,500 for service
Trustee ## on two boards
Daniel S. Goodrum, 16,500 N/A N/A 18,000 for service
Trustee ## on two boards
Champney A. McNair, 24,000 N/A N/A 26,000 for service
Trustee ## on two boards
Bernard F. Sliger, 25,500 N/A N/A 27,500 for service
Trustee ## on two boards
</TABLE>
STI Classic Variable Trust (as of December 31, 1999)
<TABLE>
<CAPTION>
Pension or
Retirement Estimated
Aggregate Benefits Annual Total Compensation
Compensation Accrued as Part Benefits from the Fund
Payable Of Fund Upon Complex Payable to
Name and Position from the Trust Expenses Retirement Trustee
----------------- -------------- -------- ---------- -------
<S> <C> <C> <C> <C>
Thomas Gallagher, $ 500 N/A N/A $ 6,500 for service
Trustee** on two boards
F. Wendell Gooch, 2,000 N/A N/A 27,500 for service
Trustee on two boards
Wilton Looney, 2,000 N/A N/A 28,000 for service
Trustee* on two boards
James O. Robbins, $ 0 N/A N/A 4,500 for service
Trustee** on two boards
Jonathan T. Walton, 2,000 N/A N/A 27,500 for service
Trustee on two boards
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Pension or
Retirement
Aggregate Benefits Estimated Total Compensation
Compensation Accrued as Part Annual from the Fund
Payable Of Fund Benefits Upon Complex Payable to
Name and Position from the Trust Expenses Retirement Trustee
----------------- -------------- -------- ---------- -------
<S> <C> <C> <C> <C>
William H. Cammack, 0 N/A N/A 0 for service on
Trustee # two boards
T. Gordy Germany, 2,000 N/A N/A 27,500 for service
Trustee ## on two boards
Daniel S. Goodrum, 1,500 N/A N/A 18,000 for service
Trustee ## on two boards
Champney A. McNair, 2,000 N/A N/A 26,000 for service
Trustee ## on two boards
Bernard F. Sliger, 2,000 N/A N/A 27,500 for service
Trustee ## on 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 the 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 Audit Committees met three times during the fiscal year most
recently ended.
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 ___________] will become members of each
Nominating Committee. The Nominating Committees met once during the fiscal year
most recently ended.
10
<PAGE>
Board Approval of the Election of Trustees
At the meeting of the Board of Trustees held on August 15, 2000, the Board
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 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.
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 a successor has been elected by the Boards of Trustees.
<TABLE>
<CAPTION>
Portfolios
Business Experience during the Beneficially
Name and Position Past Five Years (including all Owned as of Percentage
With the Trust Age Trusteeships or Directorships) [Aug. 16, 2000]** ----------
-------------- --- ------------------------------ -----------------
<S> <C> <C> <C> <C>
Thomas Gallagher, Trustee 52 President, Genuine Parts Company Wholesale [XXX] [XXX]
Distribution. Director, Diversified
Manufacturer. Director, Apparel
Manufacturer. Trustee, STI Classic Funds and
STI Classic Variable Trust, May 2000 -
present.
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Shares of the
Portfolios
Beneficially
Business Experience during the Owned as of
Name and Position Past Five Years (including all August 16,
With the Trust Age Trusteeships or Directorships) 2000** Percentage
-------------- --- ------------------------------ ------ ----------
<S> <C> <C> <C> <C>
F. Wendell Gooch, 68 Retired, President, Orange County Publishing [XXX] [XXX]
Trustee 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 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 Energy [XXX] [XXX]
Trustee* 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. Walton, 70 Trustee, W.K. Kellogg Trust. Trustee, STI [XXX] [XXX]
Trustee Classic Funds and STI Classic Variable Trust,
February 1998 - present.
Daniel S. Goodrum, 74 Chairman, Audit Committee and Director, [XXX] [XXX]
Trustee* Holy Cross Hospital; Executive Committee
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. McNair, 74 Director and Chairman of Investment [XXX] [XXX]
Trustee* Committee and member of Executive
Committee, Cotton States Life and Health
Insurance Company; Director and Chairman
of Investment Committee and member of
Executive Committee, Cotton States Mutual
Insurance Company; Chairman, Trust
Company of Georgia Advisory Council.
Trustee, STI Classic Funds and STI Classic
Variable Trust, May 1992 - present.
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Shares of the
Portfoliosos
Beneficiallyy
Business Experience during the Owned as of
Name and Position Past Five Years (including all August 16,
With the Trust Age Trusteeships or Directorships) 2000** Percentage
-------------- --- ------------------------------ ------ ----------
<S> <C> <C> <C> <C>
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. Bernard F. Sliger, 75 Director, Stravros Center for Economic [XXX] [XXX]
Trustee Education, Florida State University,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 -
September 1995.
Timothy D. Barto, 32 SEI Investments, October 1999 - present. [XXX] [XXX]
Vice President and Vice President and Assistant Secretary of the
Assistant Secretary Administrator and Distributor, 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 of SEI [XXX] [XXX]
Vice President and Investments, 1998 - present. Vice President
Assistant Secretary and Assistant 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 of the [XXX] [XXX]
Vice President and Administrator and the Distributor, 1998 -
Assistant Secretary present. Assistant General Counsel and
Director of Arbitration, Philadelphia Stock
Exchange, 1989-1998.
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Shares of the
Portfoliosos
Beneficiallyy
Business Experience during the Owned as of
Name and Position Past Five Years (including all August 16,
With the Trust Age Trusteeships or Directorships) 2000** Percentage
-------------- --- ------------------------------ ------ ----------
<S> <C> <C> <C> <C>
Jennifer E. Spratley, 31 Director, SEI Funds Accounting since [XXX] [XXX]
Treasurer & Chief November 1999. Audit Manager at Ernst &
Financial Officer Young LLP, 1991-1999.
Christine M. McCullogh, 39 SEI Investments, November 1999; Vice [XXX]
Vice President, President and Assistant Secretary of the
Assistant Secretary Administration and Distributor, December
1999 - present; Associate, White and
Williams, LLP, 1991-1999.
Richard W. Grant, 55 Partner, Morgan, Lewis & Bockius LLP (law [XXX]
Secretary firm); Counsel to the Trusts, Administrator
and Distributor, 1989 - present.
John H. Grady, Jr., 40 Partner, Morgan, Lewis & Bockius LLP (law [XXX]
Assistant Secretary firm), 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"), 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.
Administrator
SEI Investments Mutual Funds Services 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
14
<PAGE>
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 Portfolio, as described below:
Name and Address of Owner Total Number of Shares Percentage of Ownership
------------------------- ---------------------- -----------------------
[To be inserted]
15
<PAGE>
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. Approval of the Proposal 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.
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 1, 2000
16
<PAGE>
STI CLASSIC FUNDS
2 Oliver Street
Boston, Massachusetts 02109
<TABLE>
<S> <C> <C>
Balanced Fund International Equity Fund Small Cap Value Equity Fund
Capital Appreciation Fund Investment Grade Bond Fund Tax Sensitive Growth Stock
Classic Institutional U.S. Investment Grade Tax- Fund
Government Securities Money Exempt Bond Fund Tax-Exempt Money Market
Market Fund Life Vision Moderate Growth Fund
Classic Institutional Cash Fund Virginia Tax-Free Money
Management Money Market Life Vision Growth and Market Fund
Fund Income Fund U.S. Government Securities
Classic Institutional U.S. Life Vision Aggressive Growth Money Market Fund
Treasury Securities Money Fund U.S. Treasury Money Market
Market Fund Limited-Term Federal Fund
Core Equity Fund Mortgage Securities Fund U.S. Government Securities
E-Commerce Opportunity Maryland Municipal Bond Fund
Fund Fund Value Income Stock Fund
Florida Tax-Exempt Bond Mid-Cap Equity Fund Virginia Municipal Bond
Fund Prime Quality Money Market Fund
Georgia Tax-Exempt Bond Fund Virginia Intermediate
Fund Short-Term Bond Fund Municipal Bond Fund
Growth and Income Fund Short-Term U.S. Treasury
High Income Fund Securities Fund
International Equity Index Small Cap Growth Stock
Fund Fund
</TABLE>
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
October 16, 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 of them
(with full power of substitution), the proxy or proxies of the undersigned to
attend the Special Meeting of Shareholders (the "Special Meeting") of Trust to
be held on Monday, October 16, 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
1) Read the Proxy Statement and have the Proxy card below at hand.
2) Go to Website WWW.PROXYVOTE.COM.
17
<PAGE>
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 1-800-890-8903.
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 Proposal.
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.
STI CLASSIC FUNDS
Vote On Trustees
1. Proposal to elect Trustees. The nominees for Trustees are:
Thomas Gallagher For All With- For All
James O. Robbins Nominees hold Except
F. Wendell Gooch [_] [_] [_]
Wilton Looney
Jonathan T. Walton
To withhold authority to vote, mark "For all Except" and write the nominee's
number on the line below.
_______________________________________
Vote On Proposal
2. To transact such other business as may properly come before the Special
Meeting or any adjournment thereof.
18
<PAGE>
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
19
<PAGE>
STI CLASSIC VARIABLE TRUST
2 Oliver Street
Boston, Massachusetts 02109
<TABLE>
<CAPTION>
<S> <C> <C>
Capital Appreciation Fund Investment Grade Bond Fund Small Cap Value Equity Fund
Growth and Income Fund Mid-Cap Equity Fund Value Income Stock Fund
International Equity Fund Quality Growth Stock Fund
</TABLE>
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
October 16, 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
of them (with full power of substitution), the proxy or proxies of the
undersigned to attend the Special Meeting of Shareholders (the "Special
Meeting") of Trust to be held on Monday, October 16, 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
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 1-800-890-8903.
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 Proposal.
Please date, sign and return promptly.
20
<PAGE>
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.
STI CLASSIC VARIABLE TRUST
Vote On Trustees
1. Proposal to elect new Boards of Trustees. The nominees for Trustees are:
Thomas Gallagher For All With- For All
James O. Robbins Nominees hold Except
F. Wendell Gooch [_] [_] [_]
Wilton Looney
Jonathan T. Walton
To withhold authority to vote, mark "For all Except" and write the nominee's
number on the line below.
_______________________________________
Vote On Proposal
2. 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
21
