STI CLASSIC FUNDS, 485APOS, 2000-07-28

STI CLASSIC FUNDS
485APOS, 2000-07-28

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 2000
File No. 33-45671
File No. 811-6557

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 [ ]
POST-EFFECTIVE AMENDMENT NO. 36 [X]
AND

REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 [ ]
AMENDMENT NO. 38 [X]

STI CLASSIC FUNDS
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

2 Oliver Street
Boston, Massachusetts 02109
--------------------------------------------------------------------------------
(Address of Principal Executive Offices, Zip Code)

Registrant's Telephone Number, including Area Code (800) 342-5734
--------------

Mark E. Nagle
C/o SEI Corporation
Oaks, Pennsylvania 19456
--------------------------------------------------------------------------------
(Name and Address of Agent for Service)

Copies to:
Richard W. Grant, Esquire W. John McGuire
Morgan, Lewis & Bockius LLP Morgan, Lewis & Bockius LLP
1701 Market Street 1800 M Street, N.W.
Philadelphia, PA 19103 Washington, DC 20036

It is proposed that this filing become effective (check appropriate box):

[ ] Immediately upon filing pursuant to paragraph (b)
[ ] On [date] pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[x] On September 30, 2000 pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] On [date] pursuant to paragraph (a) of Rule 485.

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STI CLASSIC FUNDS

EQUITY AND MONEY MARKET FUNDS

TRUST SHARES

PROSPECTUS
OCTOBER 1, 2000

INTERNATIONAL EQUITY FUND
VIRGINIA TAX-FREE MONEY MARKET FUND
(FORMERLY TAX-FREE MONEY MARKET FUND)

INVESTMENT ADVISER TO THE FUNDS:
TRUSCO CAPITAL MANAGEMENT, INC.
(THE "ADVISER")

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.

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ABOUT THIS PROSPECTUS

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

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

PAGE
INTERNATIONAL EQUITY FUND................................................4
VIRGINIA TAX-FREE MONEY MARKET FUND......................................7
MORE INFORMATION ABOUT RISK..............................................10
MORE INFORMATION ABOUT FUND INVESTMENTS..................................12
THE INVESTMENT ADVISER AND PORTFOLIO MANAGERS............................12
PURCHASING AND SELLING FUND SHARES.......................................13
DIVIDENDS AND DISTRIBUTIONS..............................................15
TAXES....................................................................16
FINANCIAL HIGHLIGHTS.....................................................17
HOW TO OBTAIN MORE INFORMATION ABOUT THE
STI CLASSIC FUNDS........................................................19

[INSERT ICONS HERE]

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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 value of your investment in a Fund (other than a money market fund) is based
on the market prices 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.

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INTERNATIONAL EQUITY FUND

FUND SUMMARY

INVESTMENT GOAL Long-term capital appreciation

INVESTMENT FOCUS Foreign common stocks

SHARE PRICE VOLATILITY High

PRINCIPAL INVESTMENT STRATEGY Attempts to identify companies
with good fundamentals or a
history of consistent growth

INVESTOR PROFILE Investors who want an increase
in the value of their
investment without regard to
income, are willing to accept
the increased risks of
international investing for the
possibility of higher returns,
and want exposure to a
diversified portfolio of
international stocks

INVESTMENT STRATEGY

The International Equity Fund invests primarily in common stocks and other
equity securities of foreign companies. The Fund invests primarily in developed
countries, but may invest in countries with emerging markets. Our "bottom-up"
approach to stock selection focuses on individual stocks and fundamental
characteristics of companies. Our goal is to find companies with top management,
quality products and sound financial positions, or a history of consistent
growth in cash flows, sales, operating profits, returns on equity and returns on
invested capital. In selecting investments for the Fund, we diversify the Fund's
investments among at least three foreign countries. Due to the Fund's investment
strategy, the Fund may buy and sell securities frequently. This may result in
higher transaction costs and additional capital gains tax liabilities.

WHAT ARE THE RISKS OF INVESTING IN THIS FUND?

Since it purchases equity securities, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Fund's securities may
fluctuate drastically from day to day. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and
developments. The prices of securities issued by such companies may suffer a
decline in response. These factors contribute to price volatility, which is the
principal risk of investing in the Fund.

The Fund is also subject to the risk that its market segment, foreign common
stocks, may underperform other equity market segments or the equity markets as a
whole.

Investing in foreign countries poses additional risks since political and
economic events unique to a country or region will affect those markets and
their issuers. These events will not necessarily affect the U.S. economy or
similar issuers located in the United States. In addition, investments in
foreign countries are generally denominated in a foreign currency. As a result,
changes in the value of those currencies compared to the U.S. dollar may affect
(positively or negatively) the

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value of a Fund's investments. These currency movements may happen separately
from and in response to events that do not otherwise affect the value of the
security in the issuer's home country.

Emerging market countries are countries that the World Bank or the United
Nations considers to be emerging or developing. Emerging markets may be more
likely to experience political turmoil or rapid changes in market or economic
conditions than more developed countries. In addition, the financial stability
of issuers (including governments) in emerging market countries may be more
precarious than in other countries. As a result, there will tend to be an
increased risk of price volatility associated with the Fund's investments in
emerging market countries, which may be magnified by currency fluctuations
relative to the U.S. dollar.

PERFORMANCE INFORMATION

The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future. The
periods prior to December 1995, when the Fund began operating, represent the
performance of the Adviser's similarly managed collective investment fund. This
past performance has been adjusted to reflect current expenses for Trust Shares
of the Fund. The Adviser's collective fund was not a registered mutual fund so
it was not subject to the same investment and tax restrictions as the Fund. If
it had been, the collective fund's performance would have been lower.

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

1996 22.08%
1997 13.35%
1998 11.22%
1999 XX.XX%

BEST QUARTER WORST QUARTER
XX.XX% XX.XX%
(XX/XX/XX) (XX/XX/XX)

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE
FUND'S TOTAL RETURN FROM 1/1/00 TO 6/30/00 WAS XX.XX%.

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.

TRUST SHARES 1 YEAR SINCE INCEPTION
---------------------------------------------------------------------------
INTERNATIONAL EQUITY FUND XX.XX% XX.XX%*
MSCI EAFE INDEX XX.XX% XX.XX%*

* Since 1/31/95

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WHAT IS AN INDEX?

An index measures the market prices of a specific group of securities in a
particular market or securities in a market sector. You cannot invest directly
in an index. Unlike a mutual fund, an index does not have an investment adviser
and does not pay any commissions or expenses. If an index had expenses, its
performance would be lower. The MSCI EAFE Index is a widely-recognized,
capitalization-weighted (companies with larger market capitalizations have more
influence than those with smaller market capitalizations) index of over 900
securities listed on the stock exchanges in Europe, Australasia and the Far
East.

FUND FEES AND EXPENSES

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

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

TRUST SHARES
--------------------------------------------------------------------------------
Investment Advisory Fees 1.25%
Other Expenses 0.23%
-----
Total Annual Fund Operating Expenses 1.48%

EXAMPLE

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

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

1 YEAR 3 YEARS 5 YEARS 10 YEARS
$151 $468 $808 $1,768

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

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VIRGINIA TAX-FREE MONEY MARKET FUND (FORMERLY TAX-FREE MONEY MARKET FUND)

FUND SUMMARY

INVESTMENT GOAL High current income exempt from
federal and Virginia income taxes,
while preserving capital and liquidity

INVESTMENT FOCUS Virginia municipal money market
instruments

PRINCIPAL INVESTMENT STRATEGY Attempts to increase income without
added risk by analyzing credit quality

INVESTOR PROFILE Virginia residents/taxpayers who want
to receive current income exempt from
federal and state income taxes

INVESTMENT STRATEGY

The Virginia Tax-Free Money Market Fund invests substantially all of its assets
in money market instruments issued by municipalities and issuers that pay income
exempt from federal and Virginia income taxes. Issuers of these securities can
be located in Virginia, Puerto Rico and other U.S. territories and possessions.
In selecting investments for the Fund, the Adviser analyzes the credit quality
and structure of each security to minimize risk. The Adviser actively manages
the Fund's average maturity based on current interest rates and the Adviser's
outlook of the market. As a money market fund, the Fund follows strict rules
about credit risk, maturity and diversification of its investments.

WHAT ARE THE RISKS OF INVESTING IN THIS FUND?

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

The Fund's concentration of investments in securities of issuers located in
Virginia subjects the Fund to economic and government policies of Virginia.

There may be economic or political changes that impact the ability of municipal
issuers to repay principal and to make interest payments on municipal
securities. Changes in the financial condition or credit rating of municipal
issuers also may adversely affect the value of the Fund's securities.

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PERFORMANCE INFORMATION

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

1990 5.86%
1991 4.55%
1992 2.86%
1993 1.84%
1994 2.18%
1995 3.28%
1996 3.11%
1997 3.08%
1998 2.93%
1999 X.XX%

BEST QUARTER WORST QUARTER
XX.XX% XX.XX%
(XX/XX/XX) (XX/XX/XX)

* THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE
FUND'S TOTAL RETURN FROM 1/1/00 TO 6/30/00 WAS X.XX%.

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDED DECEMBER 31, 1999, TO THOSE OF THE IBC/FINANCIAL DATA TAX-FREE STOCKBROKER
& GENERAL PURPOSE AVERAGE.

<TABLE>
<CAPTION>
TRUST SHARES 1 YEAR 5 YEARS SINCE INCEPTION
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
VIRGINIA TAX-FREE MONEY MARKET FUND XX.XX% XX.XX% XX.XX%*
IBC/FINANCIAL DATA TAX-FREE STOCKBROKER & GENERAL PURPOSE AVERAGE XX.XX% XX.XX% XX.XX%**
</TABLE>

* Since 6/15/89
** Since 6/30/89

TO OBTAIN MORE INFORMATION ABOUT THE FUND'S YIELD, CALL 1-800-814-3397.

WHAT IS AN AVERAGE?

An average is a composite of mutual funds with similar investment goals. The
IBC/Financial Data Tax-Free Stockbroker & General Purpose Average is a
widely-recognized composite of money market funds which invest in short-term
municipal securities, the income of which is exempt from Federal taxation.

<PAGE>

FUND FEES AND EXPENSES

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

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)*

TRUST SHARES
--------------------------------------------------------------------------------
Investment Advisory Fees 0.40%
Other Expenses 0.11%
-----
Total Annual Fund Operating Expenses 0.51%

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

EXAMPLE

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

1 YEAR 3 YEARS 5 YEARS 10 YEARS
$52 $164 $285 $640

FUND EXPENSES

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MORE INFORMATION ABOUT RISK

EQUITY RISK -- Equity securities include International Equity Fund
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.

FOREIGN SECURITY RISKS -- Investments in International Equity Fund
securities of foreign companies or
governments can be more volatile than
investments in U.S. companies or
governments. Diplomatic, political, or
economic developments, including
nationalization or appropriation, could
affect investments in foreign countries.
Foreign securities markets generally
have less trading volume and less
liquidity than U.S. markets. In
addition, the value of securities
denominated in foreign currencies, and
of dividends from such securities, can
change significantly when foreign
currencies strengthen or weaken relative
to the U.S. dollar. Foreign companies or
governments generally are not subject to
uniform accounting, auditing, and
financial reporting standards comparable
to those applicable to domestic U.S.
companies or governments. Transaction
costs are generally higher than those in
the U.S. and expenses for custodial
arrangements of foreign securities may
be somewhat greater than typical
expenses for custodial arrangements of
similar U.S. securities. Some foreign
governments levy withholding taxes
against dividend and interest income.
Although in some countries a portion of
these taxes are recoverable, the
non-recovered portion will reduce the
income received from the securities
comprising the portfolio.

<PAGE>

MUNICIPAL ISSUER RISK -- There may be Virginia Tax-Free Money Market Fund
economic or political changes that
impact the ability of municipal issuers
to repay principal and to make interest
payments on municipal securities.
Changes to the financial condition or
credit rating of municipal issuers may
also adversely affect the value of the
Fund's municipal securities.
Constitutional or legislative limits on
borrowing by municipal issuers may
result in reduced supplies of municipal
securities. Moreover, certain municipal
securities are backed only by a
municipal issuer's ability to levy and
collect taxes.

In addition, the Fund's concentration of
investments in issuers located in a
single state makes the Fund more
susceptible to adverse political or
economic developments affecting that
state. The Fund also may be riskier than
mutual funds that buy securities of
issuers in numerous states.

REGIONAL RISK -- To the extent that the Virginia Tax-Free Money Market Fund
Fund's investments are concentrated in a
specific geographic region, the Fund may
be subject to the political and other
developments affecting that region.
Regional economies are often closely
interrelated, and political and economic
developments affecting one region,
country or state often affect other
regions, countries or states, thus
subjecting a Fund to additional risks.

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MORE INFORMATION ABOUT FUND 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 the
Funds use under normal conditions. During unusual economic or market conditions,
or for temporary defensive or liquidity purposes, the International Equity 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 the Fund's objectives. The Fund will do so only if the Adviser
believes that the risk of loss outweighs the opportunity for capital gains or
higher income. Of course, a Fund cannot guarantee that it will achieve its
investment goal.

INVESTMENT ADVISER

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

Trusco Capital Management, Inc. (Trusco), 50 Hurt Plaza, Suite 1400, Atlanta,
Georgia 30303, serves as the Adviser to the International Equity Fund and
Virginia Tax-Free Money Market Fund. As of July 1, 2000, Trusco had
approximately $50 billion in assets under management. For the fiscal year ended
May 31, 2000, each Fund paid advisory fees of:

INTERNATIONAL EQUITY FUND 1.25%
VIRGINIA TAX-FREE MONEY MARKET FUND 0.40%

The Adviser may use its affiliates as brokers for fund transactions.

PORTFOLIO MANAGERS

Mr. Chad Deakins, CFA, has been with Trusco since 1996. He has managed the
International Equity Fund since May 2000. Prior to joining Trusco, Mr. Deakins
worked at SunTrust Bank. He has more than 5 years of investment experience.

Mr. Robert S. Bowman, CFA, has served as Vice President of Trusco since January
1999. He has managed the Virginia Tax-Free Money Market Fund (formerly the
Tax-Free Money Market Fund) since 1995. Prior to joining Trusco, Mr. Bowman
served as an assistant trader from 1994 to 1995, and Vice President since 1995
of Crestar Asset Management Company. Mr. Bowman has more than 6 years of
investment experience.

<PAGE>

PURCHASING AND SELLING FUND SHARES

This section tells you how to purchase and sell (sometimes called "redeem")
Trust Shares of the Funds.

HOW TO PURCHASE FUND SHARES

The Funds offer Trust Shares only to financial institutions or intermediaries,
including subsidiaries of SunTrust Banks, Inc. (SunTrust), for their own or
their customers' accounts for which they act as fiduciary, agent, investment
adviser, or custodian. As a result, you, as a customer of a financial
institution may purchase Trust Shares through accounts made with financial
institutions and potentially through the Preferred Portfolio Account (an asset
allocation account available through SunTrust Securities, Inc.). Trust Shares
will be held of record by (in the name of) your financial institution. Depending
upon the terms of your account, however, you may have, or be given, the right to
vote your Trust Shares. The Funds may reject any purchase order if it is
determined that accepting the order would not be in the best interests of 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). But you may not do so for shares of the Money Market
Funds on federal holidays.

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
(except the Money Market Funds), generally the Funds must receive your purchase
order before 4:00 p.m. Eastern time.

The Virginia Tax-Free Money Market Fund calculates its NAV once each Business
Day at the regularly-scheduled close of normal trading on the New York Stock
Exchange (normally 4:00 p.m. Eastern time.) So, for you to be eligible to
receive dividends declared on the day you submit your purchase order, the
Virginia Tax-Free Money Market Fund must generally receive your order before
12:00 p.m. Eastern time. Also the Virginia Tax-Free Money Market Fund must
receive federal funds (readily available funds) before 4:00 p.m. Eastern time.
Otherwise, your purchase order will be effective the following Business Day, as
long as the Virginia Tax-Free Money Market Fund receives federal funds before
calculating its NAV the following day.

<PAGE>

FOR CUSTOMERS OF SUNTRUST, ITS AFFILIATES, AND OTHER FINANCIAL INSTITUTIONS

YOU MAY HAVE TO TRANSMIT YOUR PURCHASE AND SALE REQUESTS TO SUNTRUST OR OTHER
FINANCIAL INSTITUTIONS AT AN EARLIER TIME FOR YOUR TRANSACTION TO BECOME
EFFECTIVE THAT DAY. THIS ALLOWS THE FINANCIAL INSTITUTION TIME TO PROCESS YOUR
REQUEST AND TRANSMIT IT TO THE ADMINISTRATOR OR TRANSFER AGENT IN TIME TO MEET
THE ABOVE STATED FUND CUT-OFF TIMES. FOR MORE INFORMATION ABOUT HOW TO PURCHASE
OR SELL FUND SHARES, INCLUDING SPECIFIC SUNTRUST OR OTHER FINANCIAL INSTITUTIONS
INTERNAL ORDER ENTRY CUT-OFF TIMES, PLEASE CONTACT YOUR FINANCIAL INSTITUTION
DIRECTLY.

HOW THE FUNDS CALCULATE NAV

In calculating NAV, the International Equity Fund generally values its
investment portfolio at market price. In calculating NAV for the Virginia
Tax-Free Money Market Fund, the Fund generally values its investment portfolio
using the amortized cost valuation method, which is described in detail in the
SAI. If market prices are unavailable or a Fund thinks that the market price or
amortized cost valuation method is unreliable during certain market conditions
or for other reasons, fair value prices may be determined in good faith using
methods approved by the Board of Trustees. The Virginia Tax-Free Money Market
Fund expects its NAV to remain constant at $1.00 per share, although the Fund
cannot guarantee this.

NET ASSET VALUE

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

HOW TO SELL YOUR FUND SHARES

You may sell (sometimes called "redeem") your shares on any Business Day by
contacting SunTrust or your financial institution. SunTrust or your financial
institution will give you information about how to sell your shares including
any specific cut-off times required.

Holders of Trust Shares may sell shares by following the procedures established
when they opened their account or accounts with the Funds or with their
financial institution or intermediary. The sale price of each share will be the
next NAV determined after the Funds receive your request.

Redemption orders must be received by the Money Market Funds on a Business Day
before 12:00 p.m. Eastern Time for the Virginia Tax-Free Money Market Fund.
Orders received after these times will be executed the following Business Day.

RECEIVING YOUR MONEY

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

<PAGE>

REDEMPTIONS IN KIND

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

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

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

TELEPHONE TRANSACTIONS

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

DIVIDENDS AND DISTRIBUTIONS

The International Equity Fund distributes its income annually. The Virginia
Tax-Free Money Market Fund declares dividends daily and pays these dividends
monthly. Each Fund makes distributions of capital gains, if any, at least
annually. If you own Fund shares on a Fund's record date, you will be entitled
to receive the distribution.

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

<PAGE>

TAXES

PLEASE CONSULT YOUR TAX ADVISOR 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 OF FUND SHARES IS A TAXABLE EVENT.

The Virginia Tax-Free Money Market Fund intends to distribute federally
tax-exempt income. The Fund may invest a portion of its assets in securities
that generate taxable income for federal or state income taxes. Income exempt
from federal tax may be subject to state and local taxes. Any capital gains
distributed by the Fund may be taxable.

The International Equity Fund may be able to pass along a tax credit for foreign
income taxes it pays. The Fund will notify you if it gives you the credit.

MORE INFORMATION ABOUT TAXES IS IN THE SAI.

<PAGE>

FINANCIAL HIGHLIGHTS

The table that follows presents performance information about Trust 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 Virginia Tax-Free Money Market Fund for the periods ended prior to May 31,
1999, has been audited by Arthur Andersen LLP, independent public accountants.
The financial highlights for the Virginia Tax-Free Money Market 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 LLP, 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.

<PAGE>

FINANCIAL HIGHLIGHTS
FOR THE PERIODS ENDED MAY 31, (UNLESS OTHERWISE INDICATED)
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS

NET ASSET NET REALIZED AND DISTRIBUTIONS
VALUE NET UNREALIZED GAINS FROM NET DISTRIBUTIONS NET ASSET
BEGINNING INVESTMENT (LOSSES) INVESTMENT FROM REALIZED VALUE END TOTAL
OF PERIOD INCOME (LOSS) ON INVESTMENTS INCOME CAPITAL GAINS OF PERIOD RETURN(1)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
INTERNATIONAL EQUITY FUND
TRUST SHARES
2000
1999 $15.00 $ -- $(1.14) $(0.05) $(0.84) $12.97 (7.43%)
1998 13.63 0.04 2.69 (0.04) (1.32) 15.00 21.87
1997 11.40 0.03 2.57 (0.02) (0.35) 13.63 23.29
1996(1) 10.00 0.05 1.35 -- -- 11.40 14.00

VIRGINIA TAX-FREE MONEY MARKET FUND(A)
TRUST SHARES (FORMERLY TAX-FREE MONEY MARKET FUND)
2000
1999* $1.00 $ 0.01 $ -- $(0.01) $ -- $1.00 1.27%

FOR THE YEAR ENDED NOVEMBER 30:
1998 1.00 0.03 -- (0.03) -- 1.00 2.97%
1997 1.00 0.03 -- (0.03) -- 1.00 3.06%
1996 1.00 0.03 -- (0.03) -- 1.00 3.14%

RATIO OF
RATIO OF NET INVESTMENT
RATIO OF EXPENSES TO INCOME (LOSS) TO
NET ASSETS RATIO OF NET INVESTMENT AVERAGE NET ASSETS AVERAGE NET ASSETS
END OF EXPENSES TO INCOME (LOSS) TO (EXCLUDING WAIVERS (EXCLUDING WAIVERS
PERIOD (000) AVERAGE NET ASSETS AVERAGE NET ASSETS AND REIMBURSEMENTS) AND REIMBURSEMENTS)
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
INTERNATIONAL EQUITY FUND
TRUST SHARES
2000
1999 $573,255 1.47% 0.68% 1.53% 0.63%
1998 628,870 1.47 0.61 1.48 0.60
1997 489,325 1.46 0.51 1.51 0.46
1996(1) 213,306 1.46 1.36 1.65 1.17

VIRGINIA TAX-FREE MONEY MARKET FUND(A)
TRUST SHARES (FORMERLY TAX-FREE MONEY MARKET FUND)
2000
1999* $270,431 0.67% 2.51% 0.82% 2.36%

FOR THE YEAR ENDED NOVEMBER 30:
1998 270,899 0.66% 2.92% 0.81% 2.77%
1997 226,837 0.66% 3.02% 0.81% 2.87%
1996 182,320 0.66% 2.88% 0.81% 2.73%

PORTFOLIO
TURNOVER
RATE
-------------------------------------
<S> <C>
INTERNATIONAL EQUITY FUND
TRUST SHARES
2000
1999 161%
1998 108
1997 139
1996(1) 113

VIRGINIA TAX-FREE MONEY MARKET FUND(A)
TRUST SHARES (FORMERLY TAX-FREE MONEY MARKET FUND)
2000
1999* --%

FOR THE YEAR ENDED NOVEMBER 30:
1998 --
1997 --
1996 --

<FN>
(A) ON MAY 24, 1999, THE CRESTFUNDS TAX-FREE MONEY MARKET FUND EXCHANGED ALL OF
ITS ASSETS AND CERTAIN LIABILITIES FOR SHARES OF THE TAX-FREE MONEY MARKET
FUND. THE CRESTFUNDS TAX-FREE MONEY MARKET 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 ROUND TO $0.

+ RETURNS ARE FOR THE PERIOD INDICATED AND HAVE NOT BEEN ANNUALIZED. TOTAL
RETURN FIGURES DO NOT REFLECT APPLICABLE SALES LOADS.
* FOR THE PERIOD DECEMBER 1, 1998 TO MAY 31, 1999. ALL RATIOS FOR THE PERIOD
HAVE BEEN ANNUALIZED.

(1) COMMENCED OPERATIONS ON DECEMBER 1, 1995. ALL RATIOS FOR THE PERIOD HAVE
BEEN ANNUALIZED.
</FN>
</TABLE>

<PAGE>

STI CLASSIC FUNDS

INVESTMENT ADVISER

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

DISTRIBUTOR

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

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP

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

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI dated October 1, 2000, includes detailed information about the STI
Classic Funds. The SAI is on file with the SEC and is incorporated by reference
into this prospectus. This means that the SAI, for legal purposes, is a part of
this prospectus.

ANNUAL AND SEMI-ANNUAL REPORTS

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

TO OBTAIN AN SAI, ANNUAL OR SEMI-ANNUAL REPORT, OR MORE INFORMATION:

BY TELEPHONE: Call 1-800-874-4770

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

<PAGE>

FROM THE SEC: You can also obtain the SAI or the Annual and Semi-Annual reports,
as well as other information about the STI Classic Funds, from the 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 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.

<PAGE>
STI CLASSIC FUNDS
TRUST CLASS SHARES

INTERNATIONAL EQUITY FUND
VIRGINIA TAX-FREE MONEY MARKET FUND

INVESTMENT ADVISERS:
TRUSCO CAPITAL MANAGEMENT, INC.

This Statement of Additional Information is not a prospectus. It is intended to
provide additional information regarding the activities and operations of the
STI Classic Funds (the "Trust") and should be read in conjunction with the
Trust's International Equity and Virginia Tax-Free Money Market Funds' Trust
Class Shares prospectus dated October 1, 2000. Prospectuses may be obtained
through the Distributor, SEI Investments Distribution Co., One Freedom Valley
Drive, Oaks, Pennsylvania 19456.

TABLE OF CONTENTS
PAGE
THE TRUST....................................................................B-2
ADDITIONAL INFORMATION ABOUT EACH FUND.......................................B-2
DESCRIPTION OF PERMITTED INVESTMENTS.........................................B-3
INVESTMENT LIMITATIONS......................................................B-18
INVESTMENT ADVISER..........................................................B-20
THE ADMINISTRATOR...........................................................B-20
THE DISTRIBUTOR.............................................................B-21
THE TRANSFER AGENT..........................................................B-22
THE CUSTODIAN...............................................................B-22
INDEPENDENT PUBLIC ACCOUNTANTS..............................................B-22
LEGAL COUNSEL...............................................................B-22
TRUSTEES AND OFFICERS OF THE TRUST..........................................B-22
PERFORMANCE INFORMATION.....................................................B-25
COMPUTATION OF YIELD........................................................B-25
CALCULATION OF TOTAL RETURN.................................................B-26
PURCHASING SHARES...........................................................B-27
REDEEMING SHARES............................................................B-27
DETERMINATION OF NET ASSET VALUE............................................B-27
TAXES ...................................................................B-28
FUND TRANSACTIONS...........................................................B-31
TRADING PRACTICES AND BROKERAGE.............................................B-31
DESCRIPTION OF SHARES.......................................................B-34
SHAREHOLDER LIABILITY.......................................................B-34
LIMITATION OF TRUSTEES' LIABILITY...........................................B-34
5% AND 25% SHAREHOLDERS.....................................................B-34

<PAGE>

THE TRUST

STI Classic Funds (the "Trust") is a diversified, open-end management investment
company established under Massachusetts law as a Massachusetts business trust
under a Declaration of Trust dated January 15, 1992. The Declaration of Trust
permits the Trust to offer separate series (each a "Fund," collectively, the
"Funds") of units of beneficial interest ("shares") and different classes of
shares of each Fund. This Statement of Additional Information relates to the
Trust Shares of the International Equity Fund and the Virginia Tax-Free Money
Market Fund. SEE "Description of Shares."

The Trust pays its expenses, including fees of its service providers, audit and
legal expenses, expenses of preparing prospectuses, proxy solicitation material
and reports to shareholders, costs of custodial services, and registering the
shares under federal and state securities laws, pricing, insurance expenses,
litigation, and other extraordinary expenses, brokerage costs, interest charges,
taxes, and organization expenses.

ADDITIONAL INFORMATION ABOUT EACH FUND

EQUITY FUNDS

INTERNATIONAL EQUITY FUND

The International Equity Fund, under normal market conditions, will invest at
least 65% of its assets in equity securities of foreign issuers consisting of:
common and preferred stocks, warrants, options and securities convertible into
common stock.

Securities of foreign issuers purchased by the Fund may be purchased in foreign
markets, on United States registered exchanges, the over-the-counter market or
in the form of sponsored or unsponsored ADRs traded on registered exchanges or
NASDAQ, or sponsored or unsponsored European Depositary Receipts ("EDRs").

The Fund may enter into forward foreign currency contracts as a hedge against
possible variations in foreign exchange rates. A forward foreign currency
contract is a commitment to purchase or sell a specified currency, at a
specified future date, at a specified price. The Fund may enter into forward
foreign currency contracts to hedge a specific security transaction or to hedge
a portfolio position. The Fund also may purchase and write put and call options
on foreign currencies (traded on U.S. and foreign exchanges or over-the-counter
markets) to manage the portfolios exposure to changes in dollar exchange rates.

The Fund expects to be fully invested in the investments described above, but
may invest up to 35% of its total assets in bonds and debentures issued by
non-U.S. or U.S. companies, securities issued or guaranteed by foreign or U.S.
governments and foreign and U.S. commercial paper. The Fund may invest in
futures contracts, including stock index futures contracts, and options on
futures contracts. The bonds that the Fund may purchase may be rated in any
rating category or may be unrated provided that no more than 10% of the Fund's
total assets will be invested in bonds rated below BBB by S&P, rated below Baa
by Moody's, or of comparable quality not rated by S&P or Moody's. When investing
in bonds, the Fund may seek capital gains by taking advantage of price
appreciation caused by interest rate and credit quality changes. The Fund may
also purchase shares of closed-end investment companies that invest in the
securities of issuers in a single country or region. The Fund is also permitted
to acquire floating and variable rate securities, purchase securities on a
when-issued basis and purchase illiquid securities.

The Fund will invest in the foreign issues of at least three different countries
outside the United States. A foreign issue is one the issuer of which (1) is
organized under the laws of a specific country, or for which the

B-2

<PAGE>

principal securities trading market is in a specific country or (2) derives a
significant proportion (at least 50 percent) of its revenues or profits from
goods produced or sold, investments made, or services performed in a specific
country or which have at least 50 percent of its assets situated in that
country. The Fund will invest primarily in developed countries (for example
Japan, Canada and the United Kingdom). In addition, the Fund may invest in
securities of issuers whose principal activities are in countries with emerging
markets. The Fund defines an emerging market country as any country the economy
and market of which the World Bank or the United Nations considers to be
emerging or developing.

MONEY MARKET FUNDS

VIRGINIA TAX-FREE MONEY MARKET FUND

Virginia Tax-Free Money Market Fund invests only in high-quality municipal
securities that have remaining maturities at the time of purchase of 397 days or
less. Although the Fund will attempt to invest 100% of its assets in tax-exempt
municipal securities, the interest on which is exempt from federal income tax,
including the federal alternative minimum tax, the Fund reserves the right to
invest up to 20% of the value of its net assets in securities, including private
activity bonds, the interest on which is fully taxable or subject to the
alternative minimum tax. As a fundamental policy, at least 80% of the Fund's
income will, under normal circumstances, be exempt from federal income including
the federal alternative minimum tax.

The Virginia Tax-Free Money Market Fund will invest in municipal obligations
whose interest payments are exempt from federal income tax. Municipal
obligations, which are issued by states, cities, municipalities or municipal
agencies, will include variable rate demand obligations ("VRDOs"), tax
anticipation notes ("TANS"), revenue anticipation notes ("RANS"), bond
anticipation notes ("BANS"), construction loan notes, and tax- exempt commercial
paper. The Fund may also invest in municipal bonds within the maturity
limitations discussed above and may enter into commitments to purchase these
securities on a delayed-delivery basis.

The Fund is non-diversified, which means that it has greater latitude than a
diversified fund to invest in the securities of a relatively few municipal
issuers. As a non-diversified fund, the Fund may present greater risks than a
diversified fund.

DESCRIPTION OF PERMITTED INVESTMENTS

AMERICAN DEPOSITARY RECEIPTS (ADRS), EUROPEAN DEPOSITARY
RECEIPTS (EDRS) AND GLOBAL DEPOSITORY RECEIPTS (GDRS)

ADRs, EDRs, and GDRs are securities, typically issued by a U.S. financial
institution or a non-U.S. financial institution in the case of an EDR or GDR (a
"depositary"). The institution has ownership interests in a security, or a pool
of securities, issued by a foreign issuer and deposited with the depositary.
ADRs, EDRs and GDRs may be available through "sponsored" or "unsponsored"
facilities. A sponsored facility is established jointly by the issuer of the
security underlying the receipt and a depositary. An unsponsored facility may be
established by a depositary without participation by the issuer of the
underlying security. Holders of unsponsored depositary receipts generally bear
all the costs of the unsponsored facility. The depositary of an unsponsored
facility frequently is under no obligation to distribute shareholder
communications received from the issuer of the deposited security or to pass
through, to the holders of the receipts, voting rights with respect to the
deposited securities.

B-3

<PAGE>

ASSET-BACKED SECURITIES

Asset-backed securities are securities backed by non-mortgage assets such as
company receivables, truck and auto loans, leases and credit card receivables.
Other asset-backed securities may be created in the future. These securities may
be traded over-the-counter and typically have a short-intermediate maturity
structure depending on the paydown characteristics of the underlying financial
assets which are passed through to the security holder. These securities are
generally issued as pass-through certificates, which represent undivided
fractional ownership interests in the underlying pool of assets. Asset-backed
securities may also be debt obligations, which are known as collateralized
obligations and are generally issued as the debt of a special purpose entity,
such as a trust, organized solely for the purpose of owning these assets and
issuing debt obligations.

Asset-backed securities are not issued or guaranteed by the U.S. Government, its
agencies or instrumentalities; however, the payment of principal and interest on
such obligations may be guaranteed up to certain amounts and, for a certain
period, by a letter of credit issued by a financial institution (such as a bank
or insurance company) unaffiliated with the issuers of such securities. The
purchase of asset-backed securities raises risk considerations peculiar to the
financing of the instruments underlying such securities. For example, there is a
risk that another party could acquire an interest in the obligations superior to
that of the holders of the asset- backed securities. There also is the
possibility that recoveries on repossessed collateral may not, in some cases, be
available to support payments on those securities.

Asset-backed securities entail prepayment risk, which may vary depending on the
type of asset, but is generally less than the prepayment risk associated with
mortgage-backed securities. In addition, credit card receivables are unsecured
obligations of the card holder.

The market for asset-backed securities is at a relatively early stage of
development. Accordingly, there may be a limited secondary market for such
securities.

BANKERS' ACCEPTANCES

Bankers' acceptances are bills of exchange or time drafts drawn on and accepted
by a commercial bank. Bankers' acceptances are used by corporations to finance
the shipment and storage of goods. Maturities are generally six months or less.

BANK OBLIGATIONS

Bank obligations are short-term obligations issued by U.S. and foreign banks,
including bankers' acceptances, certificates of deposit, custodial receipts, and
time deposits. Eurodollar and Yankee Bank Obligations are U.S.
dollar-denominated certificates of deposit or time deposits issued outside the
U.S. by foreign branches of U.S. banks or by foreign banks.

CERTIFICATES OF DEPOSIT

Certificates of deposit are interest bearing instruments with a specific
maturity. They are issued by banks and savings and loan institutions in exchange
for the deposit of funds and normally can be traded in the secondary market
prior to maturity. Certificates of deposit with penalties for early withdrawal
will be considered illiquid.

COMMERCIAL PAPER

Commercial paper is a term used to describe unsecured short-term promissory
notes issued by banks, municipalities, corporations and other entities.
Maturities on these issues vary from a few to 270 days.

B-4

<PAGE>

COMMON AND PREFERRED STOCKS

Common and preferred stocks represent units of ownership in a corporation.
Owners of common stock typically are entitled to vote on important matters.
Owners of preferred stock ordinarily do not have voting rights, but are entitled
to dividends at a specified rate. Preferred stock has a prior claim to common
stockholders with respect to dividends.

CONVERTIBLE SECURITIES

Convertible securities are securities issued by corporations that are
exchangeable for a set number of another security at a prestated price. The
market value of a convertible security tends to move with the market value of
the underlying stock. The value of a convertible security is also affected by
prevailing interest rates, the credit quality of the issuer, and any call option
provisions.

CUSTODIAL RECEIPTS

The custodian arranges for the issuance of the certificates or receipts
evidencing ownership and maintains the register. Receipts include Treasury
Receipts ("TRs"), Treasury Investment Growth Receipts ("TIGRs"), and
Certificates of Accrual on Treasury Securities ("CATS"). TRs, TIGRs and CATS are
sold as zero coupon securities.

DEBT SECURITIES

Debt securities represent money borrowed that obligates the issuer (E.G., a
corporation, municipality, government, government agency) to repay the borrowed
amount at maturity (when the obligation is due and payable) and usually to pay
the holder interest at specific times (E.G., bonds, notes, debentures).

DOLLAR ROLLS

Dollar rolls are transactions in which securities are sold for delivery in the
current month and the seller contracts to repurchase substantially similar
securities on a specified future date. Any difference between the sale price and
the purchase price (plus interest earned on the cash proceeds of the sale) is
applied against the past interest income on the securities sold to arrive at an
implied borrowing rate.

Dollar rolls may be renewed prior to cash settlement and initially may involve
only a firm commitment agreement by the Fund to buy a security.

If the broker-dealer to whom the Fund sells the security becomes insolvent, the
Fund's right to repurchase the security may be restricted. Other risks involved
in entering into dollar rolls include the risk that the value of the security
may change adversely over the term of the dollar roll and that the security the
Fund is required to repurchase may be worth less than the security that the Fund
originally held. To avoid any leveraging concerns, the Fund will place U.S.
Government or other liquid, high grade assets in a segregated account in an
amount sufficient to cover its repurchase obligation.

EURO-DENOMINATED SECURITIES

Effective January 1, 1999, 11 of the 15 member states of the European Union
introduced the "euro" as a common currency. During a three-year transitional
period, the euro will coexist with each member state's currency. By July 1,
2002, the euro will have replaced the national currencies of the following
member countries: Austria, Belgium, Finland, France, Germany, Ireland, Italy,
Luxembourg, the Netherlands, Portugal

B-5

<PAGE>

and Spain. During the transition period, each Fund will treat the euro as a
separate currency from that of any member state.

Currently, the exchange rate of the currencies of each of these countries is
fixed to the euro. The euro trades on currency exchanges and is available for
non-cash transactions. The participating countries currently issue sovereign
debt exclusively in euro. By July 1, 2002, euro-denominated bills and coins will
replace the bills and coins of the participating countries.

The new European Central Bank has control over each country's monetary policies.
Therefore, the participating countries no longer control their own monetary
policies by directing independent interest rates for their currencies. The
national governments of the participating countries, however, have retained the
authority to set tax and spending policies and public debt levels.

The conversion may impact the trading in securities of issuers located in, or
denominated in the currencies of, the member states, as well as foreign
exchanges, payments, the settlement process, custody of assets and accounting.
The introduction of the euro is also expected to affect derivative and other
financial contracts in which the Fund may invest insofar as price sources based
upon current currencies of the member states will be replaced, and market
conventions, such as day-count fractions or settlement dates applicable to
underlying instruments may be changed to conform to the conventions applicable
to euro currency.

The overall impact of the transition of the member states' currencies to the
euro cannot be determined with certainty at this time. In addition to the
effects described above, it is likely that more general short- and long-term
consequences can be expected, such as changes in economic environment and change
in behavior of investors, all of which will impact each Fund's euro-denominated
investments.

EURODOLLAR AND YANKEE DOLLAR OBLIGATIONS

Eurodollar bank obligations are U.S. dollar denominated certificates of deposit
or time deposits issued outside the United States by foreign branches of U.S.
banks or by foreign banks. Yankee dollar obligations are U.S. dollar denominated
obligations issued in the United States by foreign banks.

FOREIGN SECURITIES

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

In making investment decisions for the Fund, the Adviser evaluates the risks
associated with investing Fund assets in a particular country, including risks
stemming from a country's financial infrastructure and settlement practices; the
likelihood of expropriation, nationalization or confiscation of invested assets;
prevailing or

B-6

<PAGE>

developing custodial practices in the country; the country's laws and
regulations regarding the safekeeping, maintenance and recovery of invested
assets, the likelihood of government-imposed exchange control restrictions which
could impair the liquidity of Fund assets maintained with custodians in that
country, as well as risks from political acts of foreign governments ("country
risks"). Of course, the Adviser cannot assure that the Fund will not suffer
losses resulting from investing in foreign countries.

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

By investing in foreign securities, the Funds attempt to take advantage of
differences between both economic trends and the performance of securities
markets in the various countries, regions and geographic areas as prescribed by
each Fund's investment objective and policies. During certain periods the
investment return on securities in some or all countries may exceed the return
on similar investments in the United States, while at other times the investment
return may be less than that on similar U.S. securities. Shares of the Emerging
Markets, International Equity Index and International Equity Funds, when
included in appropriate amounts in a portfolio otherwise consisting of domestic
securities, may provide a source of increased diversification. The Emerging
Markets Equity, International Equity Index and International Equity Funds seek
increased diversification by combining securities from various countries and
geographic areas that offer different investment opportunities and are affected
by different economic trends. The international investments of the Emerging
Markets, International Equity Index and International Equity Funds may reduce
the effect that events in any one country or geographic area will have on its
investment holdings. Of course, negative movement by a Fund's investments in one
foreign market represented in its portfolio may offset potential gains from the
Fund's investments in another country's markets.

Emerging countries are all countries that are considered to be developing or
emerging countries by the World Bank or the International Finance Corporation,
as well as countries classified by the United Nations or otherwise regarded by
the international financial community as developing. Currently, the countries
excluded from this category are Australia, Austria, Belgium, Canada, Denmark,
Finland, France, Germany, Ireland, Italy, Japan, the Netherlands, New Zealand,
Norway, Spain, Sweden, Switzerland, the United Kingdom and the United States.

FORWARD FOREIGN CURRENCY CONTRACTS

Forward foreign currency contracts involve obligations to purchase or sell a
specific currency amount at a future date, agreed upon by the parties, at a
price set at the time of the contract. A Fund may also enter into a contract to
sell, for a fixed amount of U.S. dollars or other appropriate currency, the
amount of foreign currency approximating the value of some or all of the Fund's
securities denominated in the foreign currency. A Fund may realize a gain or
loss from currency transactions.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

Futures contracts provide for the future sale by one party and purchase by
another party of a specified amount of a specific security at a specified future
time and at a specified price. An option on a futures contract gives the
purchase the right, in exchange for a premium, to assume a position in a futures
contract at a specified exercise price during the term of the option.

A Fund may use futures contracts, and related options for bona fide hedging
purposes, to offset changes in the value of securities held or expected to be
acquired. They may also be used to minimize fluctuations in foreign currencies
or to gain exposure to a particular market or instrument. A Fund will minimize
the risk that it will

B-7

<PAGE>

be unable to close out a futures contract by only entering into futures
contracts which are traded on national futures exchanges and for which there
appears to be a liquid secondary market.

Index futures are futures contracts for various indices that are traded on
registered securities exchanges. An index futures contract obligates the seller
to deliver (and the purchaser to take) an amount of cash equal to a specific
dollar amount times the difference between the value of a specific index at the
close of the last trading day of the contract and the price at which the
agreement is made.

Although futures contracts by their terms call for actual delivery or acceptance
of the underlying securities, in most cases the contracts are closed out before
the settlement date without the making or taking of delivery. Closing out an
open futures position is done by taking an opposite position ("buying" a
contract which has previously been "sold" or "selling" a contract which has
previously been "purchased") in an identical contract to terminate the position.
Brokerage commissions are incurred when a futures contract is bought or sold.

Futures traders are required to make a good faith margin deposit in cash or
government securities with or for the account of a broker or custodian to
initiate and maintain open secondary market will exist for any particular
futures contract at any specific time. Thus, it may not be possible to close a
futures position. In the event of adverse price movements, a Fund would continue
to be required to make daily cash payments to maintain its required margin. In
such situations, if a Fund has insufficient cash, it may have to sell portfolio
securities to meet daily margin requirements at a time when it may be
disadvantageous to do so. In addition, the Funds may be required to make
delivery of the instruments underlying the futures contracts they hold. The
inability to close options and futures positions also could have an adverse
impact on the ability to effectively hedge the underlying securities.

The risk of loss in trading futures contracts can be substantial, due both to
the low margin deposits required and the extremely high degree of leverage
involved in futures pricing. As a result, a relatively small price movement in a
futures contract may result in immediate and substantial loss (or gain) to a
Fund. For example, if at the time of purchase, 10% of the value of the futures
contract is deposited as margin, a subsequent 10% decrease in the value of the
futures contract would result in a total loss of the margin deposit, before any
deduction for the transaction costs, if the account were then closed out. A 15%
decrease would result in a loss equal to 150% of the original margin deposit if
the contract were closed out. Thus, a purchase or sale of a futures contract may
result in losses in excess of the amount invested in the contract. However,
because the Funds will be engaged in futures transactions only for hedging
purposes, the Advisers do not believe that the Funds will generally be subject
to the risks of loss frequently associated with futures transactions. The Funds
presumably would have sustained comparable losses if, instead of the futures
contract, they had invested in the underlying financial instrument and sold it
after the decline. The risk of loss from the purchase of options is less as
compared with the purchase or sale of futures contracts because the maximum
amount at risk is the premium paid for the option.

Utilization of futures transactions by the Funds does involve the risk of
imperfect or no correlation where the securities underlying futures contracts
have different maturities than the fund securities being hedged. It is also
possible that the Funds could both lose money on futures contracts and
experience a decline in value of its fund securities. There is also the risk of
loss by the Funds of margin deposits in the event of the bankruptcy of a broker
with whom the Funds have an open position in a futures contract or related
option.

Most futures exchanges limit the amount of fluctuation permitted in futures
contract prices during a single trading day. The daily limit establishes the
maximum amount that the price of a futures contract may vary either up or down
from the previous day's settlement price at the end of a trading session. Once
the daily limit has been reached in a particular type of contract, no trades may
be made on that day at a price beyond that limit. The daily limit governs only
price movement during a particular trading day and therefore does not limit
potential losses because the limit may prevent the liquidation of unfavorable
positions. Futures contract prices

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have occasionally moved to the daily limit for several consecutive trading days
with little or no trading, thereby preventing prompt liquidation of future
positions and subjecting some futures traders to substantial losses.

GICS

A GIC is a general obligation of the issuing insurance company and not a
separate account. The purchase price paid for a GIC becomes part of the general
assets of the issuer, and the contract is paid at maturity from the general
assets of the issuer. Generally, GICs are not assignable or transferable without
the permission of the issuing insurance company. For this reason, an active
secondary market in GICs does not currently exist and GICs are considered to be
illiquid investments.

HIGH YIELD SECURITIES

High yield securities, commonly referred to as junk bonds, are debt obligations
rated below investment grade, I.E., below BBB by S&P or Baa by Moody's, or their
unrated equivalents. The risks associated with investing in high yield
securities include:

(1) High yield, lower rated bonds involve greater risk of default
or price declines than investments in investment grade
securities (E.G., securities rated BBB or higher by S&P or Baa
or higher by Moody's) due to changes in the issuer's
creditworthiness.

(2) The market for high risk, high yield securities may be thinner
and less active, causing market price volatility and limited
liquidity in the secondary market. This may limit the ability
of a Fund to sell these securities at their fair market values
either to meet redemption requests, or in response to changes
in the economy or the financial markets.

(3) Market prices for high risk, high yield securities may also be
affected by investors' perception of the issuer's credit
quality and the outlook for economic growth. Thus, prices for
high risk, high yield securities may move independently of
interest rates and the overall bond market.

(4) The market for high risk, high yield securities may be
adversely affected by legislative and regulatory developments.

HEDGING TECHNIQUES

Hedging in an investment strategy designed to offset investment risks. Hedging
activities include, among other things, the use of options and futures. There
are risks associated with hedging activities, including: (1) the success of a
hedging strategy may depend on an ability to predict movements in the prices of
individual securities, fluctuations in markets, and movements in interest rates;
(2) there may be an imperfect or no correlation between the changes in market
value of the securities held by a Fund and the prices of futures and option on
futures; (3) there may not be a liquid secondary market for a futures contract
or option; and (4) trading restrictions or limitations may be imposed by an
exchange, and government regulations may restrict trading in futures contracts
and options.

ILLIQUID SECURITIES

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

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INVESTMENT COMPANY SHARES

The Funds may purchase shares of other mutual funds to the extent consistent
with applicable law. Investment companies typically incur fees that are separate
from those fees incurred directly by the Funds. A Fund's purchase of such
investment company securities results in the layering of expenses, such that you
would indirectly bear a proportionate share of investment company operating
expenses, such as advisory fees.

INVESTMENT GRADE OBLIGATIONS

Investment grade obligations are debt obligations rated BBB by S&P or Baa by
Moody's, or their unrated equivalents. These securities are deemed to have
speculative characteristics.

LOAN PARTICIPATIONS

Loan participations are interest in loans to U.S. corporations which are
administered by the lending bank or agent for a syndicate of lending banks. In a
loan participation, the borrower corporation is the issuer of the participation
interest except to the extent the Fund derives its rights from the intermediary
bank. Because the intermediary bank does not guarantee a loan participation, a
loan participation is subject to the credit risks associated with the underlying
corporate borrower.

In the event of bankruptcy or insolvency of the corporate borrower, a loan
participation may be subject to certain defenses that can be asserted by the
borrower as a result of improper conduct by the intermediary bank. In addition,
in the event the underlying corporate borrower fails to pay principal and
interest when due, the Fund may be subject to delays, expenses, and risks that
are greater than those that would have been involved if the Fund had purchased a
direct obligation of the borrower. Under the terms of a Loan Participation, the
Fund may be regarded as a creditor of the intermediary bank (rather than of the
underlying corporate borrower), so that the Fund may also be subject to the risk
that the intermediary bank may become insolvent.

The secondary market for loan participations is limited and any such
participation purchased by the Fund may be regarded as illiquid.

MUNICIPAL FORWARDS

Municipal forwards are forward commitments for the purchase of tax-exempt bonds
with a specified coupon to be delivered by an issuer at a future date, typically
exceeding 45 days but normally less than one year after the commitment date.
Municipal forwards are normally used as a refunding mechanism for bonds that may
only be redeemed on a designated future date (SEE "When-Issued Securities and
Municipal Forwards" for more information).

MUNICIPAL LEASE OBLIGATIONS

Municipal lease obligations are securities issued by state and local governments
and authorities to finance the acquisition of equipment and facilities. They
make take the form of a lease, an installment purchase contract, an conditional
sales contract, or a participation interest in any of the above.

MUNICIPAL SECURITIES

MUNICIPAL BONDS include general obligation bonds, revenue or special
obligation bonds, private activity and industrial development bonds and
participation interests in municipal bonds. General obligation bonds
are backed by the taxing power of the issuing municipality. Revenue
bonds are backed by the revenues of a project or facility (for example,
tolls from a bridge). Certificates of participation

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<PAGE>

represent an interest in an underlying obligation or commitment, such
as an obligation issued in connection with a leasing arrangement. The
payment of principal and interest on private activity and industrial
development bonds generally is totally dependent on the ability of a
facility's user to meet its financial obligations and the pledge, if
any, of real and personal property as security for the payment.

MUNICIPAL NOTES consist of general obligation notes, tax anticipation
notes (notes sold to finance working capital needs of the issuer in
anticipation of receiving taxes on a future date), revenue anticipation
notes (notes sold to provide needed cash prior to receipt of expected
non-tax revenues from a specific source), bond anticipation notes,
certificates of indebtedness, demand notes and construction loan notes.
A Fund's investments in any of the notes described above will be
limited to those obligations (i) where both principal and interest are
backed by the full faith and credit of the United States, (ii) which
are rated MIG-2 or V-MIG-2 at the time of investment by Moody's, (iii)
which are rated SP-2 at the time of investment by S&P, or (iv) which,
if not rated by S&P or Moody's, are in the Adviser's judgment, of at
least comparable quality to MIG-2, VMIG-2 or SP-2.

Municipal bonds must be rated at least BBB or better by S&P or at least
Baa or better by Moody's at the time of purchase for the Tax-Exempt
Bond Funds or in one of the two highest short-term rating categories by
S&P or Moody's for the Tax-Exempt Money Market Fund or, if not rated by
S&P or Moody's, must be deemed by the Adviser to have essentially the
same characteristics and quality as bonds having the above ratings. A
Fund may purchase industrial development and pollution control bonds if
the interest paid is exempt from Federal income tax. These bonds are
issued by or on behalf of public authorities to raise money to finance
various privately-operated facilities for business and manufacturing,
housing, sports and pollution control. These bonds are also used to
finance public facilities such as airports, mass transit systems, ports
and parking. The payment of the principal and interest on such bonds is
dependent solely on the ability of the facility's user to meet its
financial obligations and the pledge, if any, of real and personal
property so financed as security for such payment.

OTHER TYPES OF TAX-EXEMPT INSTRUMENTS which are permissible investments
include floating rate notes. Investments in such floating rate
instruments will normally involve industrial development or revenue
bonds which provide that the rate of interest is set as a specific
percentage of a designated base rate (such as the prime rate) at a
major commercial bank, and that the Fund can demand payment of the
obligation at all times or at stipulated dates on short notice (not to
exceed 30 days) at par plus accrued interest. Such obligations are
frequently secured by letters of credit or other credit support
arrangements provided by banks. The quality of the underlying credit or
of the bank, as the case may be, must, in the Adviser's opinion be
equivalent to the long-term bond or commercial paper ratings stated
above. The Adviser will monitor the earning power, cash flow and
liquidity ratios of the issuers of such instruments and the ability of
an issuer of a demand instrument to pay principal and interest on
demand. The Funds may also purchase participation interests in
municipal securities (such as industrial development bonds and
municipal lease/purchase agreements). A participation interest gives a
Fund an undivided interest in the underlying municipal security. If it
is unrated, the participation interest will be backed by an irrevocable
letter of credit or guarantee of a credit-worthy financial institution
or the payment obligations otherwise will be collateralized by U.S.
Government securities. Participation interests may have fixed, variable
or floating rates of interest and may include a demand feature. A
participation interest without a demand feature or with a demand
feature exceeding seven days may be deemed to be an illiquid security
subject to the Funds' investment limitations restricting their
purchases of illiquid securities. A Fund may purchase other types of
tax-exempt instruments as long as they are of a quality equivalent to
the bond or commercial paper ratings stated above.

Opinions relating to the validity of municipal securities and to the
exemption of interest thereon from federal income tax are rendered by
bond counsel to the respective issuers at the time of issuance.

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Neither the Funds nor an Adviser will review the proceedings relating
to the issuance of municipal securities or the basis for such opinions.

OPTIONS

A Fund may write call options on a covered basis only, and will not engage in
option writing strategies for speculative purposes. A call option gives the
purchaser of such option the right to buy, and the writer, in this case the
Fund, the obligation to sell the underlying security at the exercise price
during the option period. The advantage to the Funds of writing covered calls is
that the Funds receive a premium which is additional income. However, if the
security rises in value, the Funds may not fully participate in the market
appreciation.

During the option period, a covered call option writer may be assigned an
exercise notice by the broker-dealer through whom such call option was sold
requiring the writer to deliver the underlying security against payment of the
exercise price. This obligation is terminated upon the expiration of the option
period or at such earlier time in which the writer effects a closing purchase
transaction. A closing purchase transaction is one in which the Fund, when
obligated as a writer of an option, terminates its obligation by purchasing an
option of the same series as the option previously written.

A closing purchase transaction cannot be effected with respect to an option once
the option writer has received an exercise notice for such option.

Closing purchase transactions will ordinarily be effected to realize a profit on
an outstanding call option, to prevent an underlying security from being called,
to permit the sale of the underlying security or to enable a Fund to write
another call option on the underlying security with either a different exercise
price or expiration date or both. A Fund may realize a net gain or loss from a
closing purchase transaction depending upon whether the net amount of the
original premium received on the call option is more or less than the cost of
effecting the closing purchase transaction. Any loss incurred in a closing
purchase transaction may be partially or entirely offset by the premium received
from a sale of a different call option on the same underlying security. Such a
loss may also be wholly or partially offset by unrealized appreciation in the
market value of the underlying security.

If a call option expires unexercised, a Fund will realize a short-term capital
gain in the amount of the premium on the option, less the commission paid. Such
a gain, however, may be offset by depreciation in the market value of the
underlying security during the option period. If a call option is exercised, a
Fund will realize a gain or loss from the sale of the underlying security equal
to the difference between the cost of the underlying security, and the proceeds
of the sale of the security plus the amount of the premium on the option, less
the commission paid.

The market value of a call option generally reflects the market price of an
underlying security. Other principal factors affecting market value include
supply and demand, interest rates, the price volatility of the underlying
security, and the time remaining until the expiration date.

The Funds will write call options only on a covered basis, which means that a
Fund will own the underlying security subject to a call option at all times
during the option period. Unless a closing purchase transaction is effected, a
Fund would be required to continue to hold a security which it might otherwise
wish to sell, or deliver a security it would want to hold. Options written by
the Funds will normally have expiration dates between one and nine months from
the date written. The exercise price of a call option may be below, equal to, or
above the current market value of the underlying security at the time the option
is written.

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OTHER INVESTMENTS

The Funds are not prohibited from investing in bank obligations issued by
clients of SEI Investments Company ("SEI Investments"), the parent company of
the Administrator and the Distributor. The purchase of Fund shares by these
banks or their customers will not be a consideration in deciding which bank
obligations the Funds will purchase. The Funds will not purchase obligations
issued by the Advisers.

PAY-IN-KIND SECURITIES

Pay-In-Kind securities are debt obligations or preferred stock, that pay
interest or dividends in the form of additional debt obligations or preferred
stock.

REPURCHASE AGREEMENTS

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

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

RESOURCE RECOVERY BONDS

Resource recovery bonds are a type of revenue bond issued to build facilities
such as solid waste incinerators or waste-to-energy plants. Typically, a private
corporation will be involved, at least during the construction phase, and the
revenue stream will be secured by fees or rents paid by municipalities for use
of the facilities. The viability of a resource recovery project, environmental
protection regulations, and project operator tax incentives may affect the value
and credit quality of resource recovery bonds.

RESTRAINTS ON INVESTMENTS BY MONEY MARKET FUNDS

Investments by a money market fund are subject to limitations imposed under
regulations adopted by the SEC. Under these regulations, money market funds may
acquire only obligations that present minimal credit risk and that are "eligible
securities," which means they are (i) rated, at the time of investment, by at
least two NRSROs (one if it is the only organization rating such obligation) in
the highest rating category or, if unrated, determined to be of comparable
quality (a "first tier security"), or (ii) rated according to the foregoing
criteria in the second highest rating category or, if unrated, determined to be
of comparable quality ("second tier security"). In the

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case of taxable money market funds, investments in second tier securities are
subject to further constraints in that (i) no more than 5% of a money market
fund's assets may be invested in second tier securities and (ii) any investment
in securities of any one such issuer is limited to the greater of 1% of the
money market fund's total assets or $1 million. A taxable money market fund may
not purchase securities of any issuer (except securities issued or guaranteed by
the U.S. Government, its agencies of instrumentalities) if, as a result, more
than 5% of the total assets of the Fund would be invested the securities of one
issuer. A taxable money market fund may also hold more than 5% of its assets in
first tier securities of a single issuer for three "business days" (that is, any
day other than a Saturday, Sunday or customary business holiday).

RESTRICTED SECURITIES

Restricted securities are securities that may not be sold to the public without
registration under the Securities Act of 1933 (the "1933 Act") or an exemption
from registration. Permitted investments for the Funds include restricted
securities, and each such Fund may invest up to 15% of its net assets (10% for
the Virginia Tax-Free Money Market Fund) in illiquid securities, subject to each
Fund's investment limitations on the purchase of illiquid securities. Restricted
securities, including securities eligible for re-sale under 1933 Act Rule 144A,
that are determined to be liquid are not subject to this limitation. This
determination is to be made by a Fund's Adviser pursuant to guidelines adopted
by the Board of Trustees. Under these guidelines, the particular Adviser will
consider the frequency of trades and quotes for the security, the number of
dealers in, and potential purchasers for, the securities, dealer undertakings to
make a market in the security, and the nature of the security and of the
marketplace trades. In purchasing such Restricted Securities, each Adviser
intends to purchase securities that are exempt from registration under Rule 144A
under the 1933 Act.

SECURITIES LENDING

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

SHORT-TERM OBLIGATIONS

Short-term obligations are debt obligations maturing (becoming payable) in 397
days or less, including commercial paper and short-term corporate obligations.
Short-term corporate obligations are short-term obligations issued by
corporations.

STANDBY COMMITMENTS AND PUTS

The Funds may purchase securities at a price which would result in a yield to
maturity lower than that generally offered by the seller at the time of purchase
when they can simultaneously acquire the right to sell the securities back to
the seller, the issuer or a third party (the "writer") at an agreed-upon price
at any time during a stated

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

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

STRIPS

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

SUPRANATIONAL AGENCY OBLIGATIONS

Supranational agency obligations are obligations of supranational entities
established through the joint participation of several governments, including
the Asian Development Bank, Inter-American Development Bank, International Bank
for Reconstruction and Development (also known as the "World Bank"), African
Development Bank, European Economic Community, European Investment Bank, and the
Nordic Investment Bank.

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SWAPS, CAPS, FLOORS, COLLARS

Swaps, caps, floors and collars are hedging tools designed to permit the
purchaser to preserve a return or spread on a particular investment or portion
of its portfolio. They are also used to protect against any increase in the
price of securities the Fund anticipates purchasing at a later date. In a
typical interest rate swap, one party agrees to make regular payments equal to a
floating interest rate times a "notional principal amount." This is done in
return for payments equal to a fixed rate times the same amount, for a specific
period of time. If a swap agreement provides for payment in different
currencies, the parties might agree to exchange the notional principal amount as
well. Swaps may also depend on other prices or rates, such as the value of an
index or mortgage prepayment rates.

In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances. This is usually in return for payment of a fee by
the other party. For example, the buyer of an interest rate cap obtains the
right to receive payments to the extent that a specific interest rate exceeds an
agreed-upon level. Meanwhile, the seller of an interest rate floor is obligated
to make payments to the extent that a specified interest rate falls below an
agreed-upon level. An interest rate collar combines elements of buying a cap and
selling a floor.

Swap agreements are subject to risks related to the counterparty's ability to
perform, and may decline in value if the counterparty's creditworthiness
deteriorates. The Fund may also suffer losses if it is unable to terminate
outstanding swap agreements or reduce its exposure through offsetting
transactions. Any obligation the Fund may have under these types of arrangements
will be covered by setting aside liquid high-grade securities in a segregated
account. The Fund will enter into swaps only with counterparties believed to be
creditworthy.

U.S. GOVERNMENT AGENCY OBLIGATIONS

U.S. Government agency obligations are obligations issued or guaranteed by
agencies or instrumentalities of the U.S. Government. Agencies of the United
States Government which issue obligations consist of, among others, the Export
Import Bank of the United States, Farmers Home Administration, Federal Farm
Credit Bank, Federal Housing Administration, Government National Mortgage
Association ("GNMA"), Maritime Administration, Small Business Administration and
The Tennessee Valley Authority. Obligations of instrumentalities of the United
States Government include securities issued by, among others, Federal Home Loan
Banks, Federal Home Loan Mortgage Corporation ("FHLMC"), Federal Intermediate
Credit Banks, Federal Land Banks, Fannie Mae and the United States Postal
Service as well as government trust certificates. Some of these securities are
supported by the full faith and credit of the United States Treasury, others are
supported by the right of the issuer to borrow from the Treasury and still
others are supported only by the credit of the instrumentality. Guarantees of
principal by agencies or instrumentalities of the U.S. Government may be a
guarantee of payment at the maturity of the obligation so that in the event of a
default prior to maturity there might not be a market and thus no means of
realizing the value of the obligation prior to maturity.

U.S. TREASURY OBLIGATIONS

U.S. Treasury obligations consist of bills, notes and bonds issued by the U.S.
Treasury. They also consist of separately traded interest and principal
component parts of these obligations that are transferable through the Federal
book-entry system known as Separately Traded Registered Interest and Principal
Securities (STRIPS).

VARIABLE AND FLOATING RATE SECURITIES

Variable and floating rate instruments involve certain obligations that may
carry variable or floating rates of interest, and may involve a conditional or
unconditional demand feature. Such instruments bear interest at rates which are
not fixed, but which vary with changes in specified market rates or indices. The
interest rates on these

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securities may be reset daily, weekly, quarterly, or some other reset period,
and may have a set floor or ceiling on interest rate changes. There is a risk
that the current interest rate on such obligations may not accurately reflect
existing market interest rates. A demand instrument with a demand notice
exceeding seven days may be considered illiquid if there is no secondary market
for such security.

VARIABLE RATE MASTER DEMAND NOTES

Variable rate master demand notes permit the investment of fluctuating amounts
at varying market rates of interest pursuant to direct arrangements between a
Fund, as lender, and a borrower. Such notes provide that the interest rate on
the amount outstanding varies on a daily, weekly or monthly basis depending upon
a stated short-term interest rate index. Both the lender and the borrower have
the right to reduce the amount of outstanding indebtedness at any time. There is
no secondary market for the notes and it is not generally contemplated that such
instruments will be traded. The quality of the note or the underlying credit
must, in the opinion of the appropriate Adviser, be equivalent to the ratings
applicable to permitted investments for the particular Fund. The appropriate
Advisor will monitor on an ongoing basis the earning power, cash flow and
liquidity ratios of the issuers of such instruments and will similarly monitor
the ability of an issuer of a demand instrument to pay principal and interest on
demand. Variable rate master demand notes may or may not be backed by bank
letters of credit.

WARRANTS

Warrants give holders the right, but not the obligation, to buy shares of a
company at a given price, usually higher than the market price, during a
specified period.

WHEN-ISSUED SECURITIES AND MUNICIPAL FORWARDS

When-issued securities are securities that are delivered and paid for normally
within 45 days after the date of commitment to purchase. Municipal forwards call
for delivery of the underlying municipal security normally after 45 days but
before one year after the commitment date.

Although a Fund will only make commitments to purchase when-issued securities
and municipal forwards with the intention of actually acquiring the securities,
a Fund may sell them before the settlement date. When-issued securities are
subject to market fluctuation, and accrue no interest to the purchaser during
this pre-settlement period. The payment obligation and the interest rate that
will be received on the securities are each fixed at the time the purchaser
enters into the commitment. Purchasing municipal forwards and when-issued
securities entails leveraging and can involve a risk that the yields available
in the market when the delivery takes place may actually be higher than those
obtained in the transaction itself. In that case, there could be an unrealized
loss at the time of delivery.

Segregated accounts will be established with the appropriate custodian, and a
Fund will maintain high quality, liquid assets in an amount at least equal in
value to its commitments to purchase when-issued securities and municipal
forwards. If the value of these assets declines, the Fund will place additional
liquid assets in the account on a daily basis so that the value of the assets in
the account is equal to the amount of such commitments.

ZERO COUPON OBLIGATIONS

Zero coupon obligations are debt obligations that do not bear any interest, but
instead are issued at a deep discount from face value or par. The value of a
zero coupon obligation increases over time to reflect the interest accumulated.
Such obligations will not result in the payment of interest until maturity, and
will have greater price volatility than similar securities that are issued at
face value or par and pay interest periodically.

B-17

<PAGE>

Investors will receive written notification at least thirty days prior to any
change in a Fund's investment objective. The phrase "principally invests" as
used in the prospectus means that the Fund invests at least 65% of its assets in
the securities as described in the sentence. Each tax-exempt fund invests at
least 80% of its total assets in securities with income exempt from federal
income and alternative minimum taxes.

INVESTMENT LIMITATIONS

The following are fundamental policies of each Fund and cannot be changed with
respect to a Fund without the consent of the holders of a majority of that
Fund's outstanding shares. The term "majority of the outstanding shares" means
the vote of (i) 67% or more of a Fund's shares present at a meeting, if more
than 50% of the outstanding shares of the Fund are present or represented by
proxy, or (ii) more than 50% of a Fund's outstanding shares, whichever is less.

THE FUNDS MAY NOT:

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

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

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

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

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

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

B-18

<PAGE>

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

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

9. Purchase securities of other investment companies except for
money market funds and CMOs and REMICs deemed to be investment
companies and then only as permitted by the Investment Company
Act of 1940 (the "1940 Act") and the rules and regulations
thereunder, except that the International Equity Fund's
purchases of investment company shares are not limited to
money market funds. Under these rules and regulations, a Fund
is prohibited from acquiring the securities of other
investment companies if, as a result of such acquisition, the
Fund owns more than 3% of the total voting stock of the
company; securities issued by any one investment company
represent more than 5% of the total assets of a Fund; or
securities (other than treasury stock) issued by all
investment companies represent more than 10% of the total
assets of the Fund.

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

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

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

NON-FUNDAMENTAL POLICIES

No Fund may purchase or hold illiquid securities (I.E., securities that cannot
be disposed of for their approximate carrying value in seven days or less (which
term includes repurchase agreements and time deposits maturing in more than
seven days) if, in the aggregate, more than 15% of its net assets (10% for the
Virginia Tax-Free Money Market Fund) would be invested in illiquid securities.

With the exception of the limitations on liquidity standards, the foregoing
percentages will apply at the time of the purchase of a security and shall not
be considered violated unless an excess occurs or exists immediately after and
as a result of a purchase of such security.

B-19

<PAGE>

INVESTMENT ADVISER

The Trust and Trusco Capital Management, Inc., (the "Adviser") have entered into
an advisory agreement with the Trust (the "Advisory Agreement"). The Adviser is
an indirect wholly-owned subsidiary of SunTrust Banks, Inc. ("SunTrust").
SunTrust is a southeastern regional bank holding company with assets of $50
billion as of July 1, 2000. The Advisory Agreement provides that the Adviser
shall not be protected against any liability to the Trust or its Shareholders by
reason of willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard of its obligations or
duties thereunder.

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

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

For its advisory services, the Adviser is entitled to a fee, which is calculated
daily and paid monthly, at the annual rate of: 1.25% of the average daily net
assets of the International Equity Fund and 0.40% of the average daily net
assets of the Virginia Tax-Free Money Market Fund.

For the fiscal years ended May 31, 2000, 1999, and 1998, the Funds paid the
following advisory fees:

FEES PAID FEES WAIVED OR REIMBURSED
=================================================== ============================================
FUND 2000 1999 1998 2000 1999 1998
=========================== ================ =============== ================ ============== ============== ============
<S> <C> <C> <C> <C> <C> <C>
International Equity $6,533,886 $7,655,210 $7,209,723 $17,393 $308,111 $69,504
Fund
--------------------------- ---------------- --------------- ---------------- -------------- -------------- ------------
Virginia Tax-Free $1,184,679 $606,611 $963,000 $3,786 $2,867 $0
Money Market Fund+
--------------------------- ---------------- --------------- ---------------- -------------- -------------- ------------
<FN>
+ Prior to May 24, 1999, advisory fees were paid by the predecessor to this Fund.
</FN>
</TABLE>

The Adviser has agreed to waive its fees or reimburse expenses in order to limit
Fund expenses.

THE ADMINISTRATOR

The Trust and SEI Investments Mutual Funds Services (the "Administrator") are
parties to the Administration Agreement. The Administration Agreement provides
that the Administrator shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust in connection with the matters to
which the

B-20

<PAGE>

Administration Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Administrator in
the performance of its duties or from reckless disregard by it of its duties and
obligations thereunder. The Administration Agreement shall remain in effect for
a period of five years after the date of the Agreement and shall continue in
effect for successive periods of two years subject to review at least annually
by the Trustees of the Trust unless terminated by either party on not less than
90 days' written notice to the other party.

The Administrator, a Delaware business trust, has its principal business offices
at Oaks, Pennsylvania 19456. SEI Investments Management Corporation ("SIMC"), a
wholly owned subsidiary of SEI Investments Company ("SEI Investments"), is the
owner of all beneficial interest in the Administrator. SEI Investments and its
subsidiaries and affiliates, including the Administrator, are leading providers
of funds evaluation services, trust accounting systems, and brokerage and
information services to financial institutions, institutional investors, and
money managers. The Administrator and its affiliates also serve as administrator
or sub-administrator to the other mutual funds including, but without
limitation: The Achievement Funds Trust, The Advisors' Inner Circle Fund, Alpha
Select Funds, Amerindo Funds Inc., The Arbor Fund, ARK Funds, Armada Funds, The
Armada Advantage Fund, Bishop Street Funds, CNI Charter Funds, CUFUND, The
Expedition Funds, First American Funds, Inc., First American Investment Funds,
Inc., First American Strategy Funds, Inc., Friends Ivory Funds, HighMark Funds,
Huntington Funds, Huntington VA Funds, The Nevis Fund, Inc., Oak Associates
Funds, The PBHG Funds, Inc., PBHG Insurance Series Fund, Inc., The Pillar Funds,
SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI
Institutional Inter-national Trust, SEI Institutional Investments Trust, SEI
Institutional Managed Trust, SEI Insurance Products Trust, SEI Liquid Asset
Trust, SEI Tax Exempt Trust, STI Classic Funds, STI Classic Variable Trust, TIP
Funds, UAM Funds Trust, UAM Funds, Inc. and UAM Funds, Inc. II.

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

For the fiscal years ended May 31, 2000, 1999, and 1998, the Funds paid the
following administration fees:

FEES PAID FEES WAIVED
================================================ ============================================
FUND 2000 1999 1998 2000 1999 1998
============================= =============== ============== =============== ============= ============== =============
<S> <C> <C> <C> <C> <C> <C>
International Equity $371,385 $476,693 $415,520 $0 $0 $0
Fund
----------------------------- --------------- -------------- --------------- ------------- -------------- -------------
Virginia Tax-Free $211,422 $222,145 $366,000 $0 $0 $65
Money Market Fund+
----------------------------- --------------- -------------- --------------- ------------- -------------- -------------
<FN>
+ Prior to May 24, 1999, administration fees were paid by the predecessor to this Fund.
</FN>
</TABLE>

THE DISTRIBUTOR

SEI Investments Distribution Co. (the "Distributor"), a wholly-owned subsidiary
of SEI, and the Trust have entered into a distribution agreement (the
"Distribution Agreement") dated May 29, 1992. Under the Distribution Agreement,
the Distributor must use all reasonable efforts, consistent with its other
business, in

B-21

<PAGE>

connection with the continuous offering of Shares of the Trust. The Distributor
will receive no compensation for distribution of Trust Shares.

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

THE TRANSFER AGENT

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

THE CUSTODIAN

SunTrust Bank, Atlanta, 303 Peachtree Street N.E., 14th Floor, Atlanta, GA 30308
serves as the custodian for the Virginia Tax-Free Money Market Fund. The Bank of
New York, One Wall Street, New York, NY 10286 serves as custodian for the
International Equity Fund.

INDEPENDENT PUBLIC ACCOUNTANTS

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

LEGAL COUNSEL

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

TRUSTEES AND OFFICERS OF THE TRUST

The Trustees supervise the management and affairs of the Trust. The Trustees
have approved contracts with certain companies that provide the Trust with
essential management services. The Trustees and Executive Officers of the Trust,
their respective dates of birth, and their principal occupations for the last
five years are set forth below. Each may have held other positions with the
named companies during that period. Unless otherwise noted, the business address
of each Trustee and each Executive Officer is SEI Investments Company, Oaks,
Pennsylvania 19456. Certain officers of the Trust also serve as officers to one
or more mutual funds for which SEI Investments Company or its affiliates act as
investment manager, administrator or distributor.

THOMAS GALLAGHER (11/25/47) - Trustee* - President, Genuine Parts Company
Wholesale Distribution, 1970 - present; Director, National Service Industries;
Director, Oxford Industries.

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

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

B-22

<PAGE>

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

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

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

JAMES O. ROBBINS (7/4/42) - Trustee - President and Chief Executive Officer, Cox
Communications, Inc., 1983 - present; Director, NCR; Director, Cox
Communications.

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

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

MARK NAGLE (10/20/59) - President - President of the Administrator and Senior
Vice President of SEI Investments Mutual Funds Services Operations Group since
1998. Vice President of the Administrator and Vice President of Fund Accounting
and Administration of SEI Investments Mutual Funds Services, 1996-1998. Vice
President of the Distributor since December 1997. Senior Vice President, Fund
Administration, BISYS Fund Services, September 1995-November 1996. Senior Vice
President and Site Manager, Fidelity Investments 1981- September 1995.

JENNIFER E. SPRATLEY, CPA (2/13/69) - Treasurer and Chief Financial Officer -
Director, SEI Funds Accounting since November 1999. Audit Manager at Ernst &
Young LLP, 1991-1999.

JAMES R. FOGGO (DOB 2/14/66) - Vice President and Assistant Secretary - Vice
President and Assistant Secretary of SEI Investments since 1998. Vice President
and Assistant Secretary of the Administrator and the Distributor since May 1999.
Associate, Paul Weiss, Rifkind, Wharton & Garrison (law firm), 1998. Associate,
Baker & McKenzie (law firm), 1995-1998. Associate, Battle Fowler L.L.P. (law
firm), 1993-1995.

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

TIMOTHY D. BARTO (3/28/68) - Vice President and Assistant Secretary - Employed
by SEI Investments since October 1999. Vice President and Assistant Secretary of
the Administrator and Distributor since December 1999. Associate at Dechert
Price & Rhoads 1997-1999. Associate at Richter, Miller & Finn 1994-1997.

TODD B. CIPPERMAN (2/14/66) - Vice President and Assistant Secretary - Senior
Vice President and General Counsel of SEI Investments; Senior Vice President,
General Counsel and Secretary of the Administrator and the Distributor since
2000. Vice President and Assistant Secretary of SEI Investments, the
Administrator and the Distributor, 1995-2000. Associate, Dewey Ballantine (law
firm), 1994-1995. Associate, Winston & Strawn (law firm), 1991-1994.

CHRISTINE M. MCCULLOUGH (12/2/60) - Vice President and Assistant Secretary -
Employed by SEI Investments since November 1, 1999. Vice President and Assistant
Secretary of the Administrator and the Distributor since December 1999.
Associate at White and Williams LLP, 1991-1999. Associate at Montgomery,
McCracken, Walker & Rhoads, 1990-1991.

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

B-23

<PAGE>

JOHN H. GRADY, JR. (6/1/61) - Assistant Secretary - 1701 Market Street,
Philadelphia, Pennsylvania 19103. Partner, Morgan, Lewis & Bockius LLP (law
firm), counsel to the Trust, Administrator and Distributor, since 1993.

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

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

For the fiscal year ended May 31, 2000, the Trust paid the following amounts to
Trustees and Officers of the Trust:

<TABLE>
<CAPTION>
=========================== ======================= =========================== =================== ============================
AGGREGATE PENSION OR ESTIMATED TOTAL COMPENSATION
NAME OF PERSON, COMPENSATION RETIREMENT BENEFITS ANNUAL FROM FUND AND FUND
POSITION FROM FUND ACCRUED AS PART OF BENEFITS COMPLEX PAID TO
FUND EXPENSES UPON TRUSTEES
RETIREMENT
=========================== ======================= =========================== =================== ============================
<S> <C> <C> <C> <C>
Thomas Gallagher, $6,000 N/A N/A $6,500 for service on
Trustee# two boards
--------------------------- ----------------------- --------------------------- ------------------- ----------------------------
Daniel S. Goodrum, $16,500 N/A N/A $18,000 for service on
Trustee two boards
--------------------------- ----------------------- --------------------------- ------------------- ----------------------------
Wilton Looney, $26,000 N/A N/A $28,000 for service on
Trustee two boards
--------------------------- ----------------------- --------------------------- ------------------- ----------------------------
Champney A. $24,000 N/A N/A $26,000 for service on
McNair, Trustee two boards
--------------------------- ----------------------- --------------------------- ------------------- ----------------------------
F. Wendell Gooch, $25,500 N/A N/A $27,500 for service on
Trustee two boards
--------------------------- ----------------------- --------------------------- ------------------- ----------------------------
T. Gordy Germany, $25,500 N/A N/A $27,500 for service on
Trustee two boards
--------------------------- ----------------------- --------------------------- ------------------- ----------------------------
James O. Robbins, $4,500 N/A N/A $4,500 for service on
Trustee# two boards
--------------------------- ----------------------- --------------------------- ------------------- ----------------------------
Dr. Bernard F. $25,500 N/A N/A $27,500 for service on
Sliger, Trustee two boards
--------------------------- ----------------------- --------------------------- ------------------- ----------------------------
Jonathan T. Walton, $25,500 N/A N/A $27,500 for service on
Trustee two boards
--------------------------- ----------------------- --------------------------- ------------------- ----------------------------
William H. $0 N/A N/A $0 for service on two
Cammack, Trustee* boards
--------------------------- ----------------------- --------------------------- ------------------- ----------------------------
<FN>
* Mr. Cammack resigned as a Trustee of the Trust on May 16, 2000.
# Messrs. Robbins and Gallagher did not serve as Trustees for a full year during the most recent fiscal year.
</FN>
</TABLE>

B-24
<PAGE>

PERFORMANCE INFORMATION

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

PERFORMANCE COMPARISONS

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

COMPUTATION OF YIELD

SEVEN-DAY YIELD

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

The Virginia Tax-Free Money Market Fund's "tax equivalent yield" and "tax
equivalent effective yield" are calculated by determining the rate of return
that would have to be achieved on a fully taxable investment to produce the
after-tax equivalent of the Fund's yield, assuming certain tax brackets for a
Shareholder. Tax-exempt yield is calculated according to the same formula except
that E equals the interest exempt from federal income tax earned during the
period. This tax-exempt yield is then translated into tax-equivalent yield
according to the following formula:

TAX EQUIVALENT YIELD = ( E ) + T
-----
(1-P )

E = the portion of the yield which is tax-exempt
P = stated income tax rate
T = the portion of the yield which is taxable

B-25

<PAGE>

For the seven-day period ended May 31, 2000, the Virginia Tax-Free Money Market
Fund's current effective and tax equivalent yields were as follows:

=========================== =============== ============= ================= ================== ======================
FUND CLASS OF 7-DAY 7-DAY 7-DAY TAX 7-DAY
SHARES YIELD EFFECTIVE EQUIVALENT TAX EQUIVALENT
YIELD YIELD EFFECTIVE YIELD
=========================== =============== ============= ================= ================== ======================
<S> <C> <C> <C> <C> <C>
Virginia Tax-Free Trust 3.70% 3.77% 6.13% 6.24%
Money Market Fund Shares
--------------------------- --------------- ------------- ----------------- ------------------ ----------------------
</TABLE>

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

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

THIRTY-DAY YIELD

The International Equity Fund may advertise a 30-day yield. In particular, yield
will be calculated according to the following formula:

Yield = (2 (a-b/cd + 1)raised to the power of 6 - 1) where a = dividends and
interest earned during the period; b = expenses accrued for the period (net of
reimbursement); c = the average daily number of shares outstanding during the
period that were entitled to receive dividends; and d = the maximum offering
price per share on the last day of the period.

CALCULATION OF TOTAL RETURN

From time-to-time, the International Equity Fund may advertise total return. In
particular, total return will be calculated according to the following formula:
P (1 + T)raised to the power of n = ERV, where P = a hypothetical initial
payment of $1,000; T = average annual total return; n = number of years; and ERV
= ending redeemable value of a hypothetical $1,000 payment made at the beginning
of the designated time period as of the end of such period.

From time-to-time, the Trust may include the names of clients of the Adviser in
advertisements and/or sales literature for the Trust. The SEI Funds Evaluation
database tracks the total return of numerous tax-exempt pension accounts. The
range of returns in these accounts determines the percentile rankings. Trusco
Capital Management has been in the top 1% of the SEI Funds Evaluation database
for equity managers over the past ten years. SEI Investment's database includes
research data on over 1,000 investment managers responsible for over $450
billion in assets.

B-26

<PAGE>

Based on the foregoing, the average annual total returns for the International
Equity Fund from inception through May 31, 2000 and for the one-year and
five-year periods ended May 31, 2000 were as follows:

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN
================================================================
ONE YEAR FIVE YEARS SINCE INCEPTION
FUND CLASS OF SHARES (1/31/95)
==================== ===================== =================== ================= ========================
<S> <C> <C> <C> <C>
International Trust Shares 10.58% 14.94%* 17.23%*
Equity Fund
-------------------- --------------------- ------------------- ----------------- ------------------------
<FN>
* The performance for the periods prior to December 1, 1995, when the International Equity Fund
began operations, represent the performance of a similarly managed collective fund.
</FN>
</TABLE>

PURCHASING SHARES

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

REDEEMING SHARES

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

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

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

DETERMINATION OF NET ASSET VALUE

The net asset value per share of the Virginia Tax-Free Money Market Fund is
calculated daily by the Administrator by adding the value of securities and
other assets, subtracting liabilities and dividing by the number of outstanding
shares. Securities will be valued by the amortized cost method which involves
valuing

B-27

<PAGE>

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

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

The securities of the International Equity Fund are valued by the Administrator
pursuant to valuations provided by an independent pricing service. The pricing
service relies primarily on prices of actual market transactions as well as
trader quotations. However, the service may also use a matrix system to
determine valuations of fixed income securities, which system considers such
factors as security prices, yields, maturities, call features, ratings and
developments relating to specific securities in arriving at valuations. The
procedures of the pricing service and its valuations are reviewed by the
officers of the Trust under the general supervision of the Trustees.

TAXES

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

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

B-28

<PAGE>

FEDERAL INCOME TAX

In order to qualify for treatment as a regulated investment company ("RIC")
under the Internal Revenue Code of 1986, as amended ("Code"), each Fund must
distribute annually to its Shareholders at least the sum of 90% of its net
investment income excludable from gross income plus 90% of its investment
company taxable income (generally, net investment income plus net short-term
capital gain) ("Distribution Requirement") and also must meet several additional
requirements. Among these requirements are the following: (i) at least 90% of a
Fund's gross income each taxable year must be derived from dividends, interest,
payments with respect to securities loans, and gains from the sale or other
disposition of stock or securities, or certain other income; (ii) at the close
of each quarter of a Fund's taxable year, at least 50% of the value of its total
assets must be represented by cash and cash items, U.S. Government securities,
securities of other RIC's and other securities, with such other securities
limited, in respect of any one issuer, to an amount that does not exceed 5% of
the value of a Fund's assets and that does not represent more than 10% of the
outstanding voting securities of such issuer; and (iii) at the close of each
quarter of a Fund's taxable year, not more than 25% of the value of its assets
may be invested in securities (other than U.S. Government securities or the
securities of other RIC's) of any one issuer, or of two or more issuers engaged
in same or similar businesses if the Fund owns at least 20% of the voting power
of such issuers.

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

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

As noted in the prospectus, the Virginia Tax-Free Money Market Fund intends to
pay exempt-interest dividends. Exempt-interest dividends are excludable from a
Shareholder's gross income for regular Federal income tax purposes, but may
nevertheless be subject to the alternative minimum tax (the "Alternative Minimum
Tax") imposed by Section 55 of the Code. The Alternative Minimum Tax is imposed
at a maximum rate of 28% in the case of non-corporate taxpayers and at the rate
of 20% in the case of corporate taxpayers, to the extent it exceeds the
taxpayer's regular tax liability. The Alternative Minimum Tax may be imposed in
two circumstances. First, exempt-interest dividends derived from certain
"private activity bonds" issued after August 7, 1986, will generally be an item
of tax preference and therefore potentially subject to the Alternative Minimum
Tax for both corporate and non-corporate taxpayers. Second, in the case of
exempt-interest dividends received by corporate Shareholders, all
exempt-interest dividends, regardless of when the bonds from which they are
derived were issued or whether they are derived from private activity bonds,
will be included in the corporation's "adjusted current earnings," as defined in
Section 56(g) of the Code, in calculating the corporation's alternative minimum
taxable income for purposes of determining the Alternative Minimum Tax.

Distributions of exempt-interest dividends may result in additional Federal
income tax consequences to shareholders in tax-exempt Funds. For example,
interest on indebtedness incurred by Shareholders to purchase or carry shares of
a tax-exempt Fund will not be deductible for Federal income tax purposes to the
extent that the Fund distributes exempt interest dividends during the taxable
year. The deduction otherwise allowable to property and casualty insurance
companies for "losses incurred" will be reduced by an amount equal to a portion
of exempt-interest dividends received or accrued during any taxable year.
Certain foreign corporations engaged in a trade or business in the United States
will be subject to a "branch profits tax" on their "dividend equivalent amount"
for the taxable year, which will include exempt-interest dividends. Certain
Subchapter S corporations may also be subject to taxes on their "passive
investment income," which could include exempt-interest dividends. Up to 85% of
the Social Security benefits or railroad retirement benefits received by an
individual
B-29

<PAGE>

during any taxable year will be included in the gross income of such individual
if the individual's "modified adjusted gross income" (which includes
exempt-interest dividends) plus one-half of the Social Security benefits or
railroad retirement benefits received by such individual during that taxable
year exceeds the base amount described in Section 86 of the Code.

A tax-exempt Fund may not be an appropriate investment for persons (including
corporations and other business entities) who are "substantial users" (or
persons related to such users) of facilities financed by industrial development
or private activity bonds. A "substantial user" is defined generally to include
certain persons who regularly use in a trade or business a facility financed
from the proceeds of industrial development bonds or private activity bonds.
Such entities or persons should consult their tax Advisers before purchasing
shares of a tax-exempt Fund.

Issuers of bonds purchased by a tax-exempt Fund (or the beneficiary of such
bonds) may have made certain representations or covenants in connection with the
issuance of such bonds to satisfy certain requirements of the Code that must be
satisfied subsequent to the issuance of such bonds. Investors should be aware
that exempt-interest dividends derived from such bonds may become subject to
Federal income taxation retroactively to the date of issuance of the bonds to
which such dividends are attributable thereof if such representations are
determined to have been inaccurate or if the issuer of such bonds (or the
beneficiary of such bonds) fails to comply with such covenants.

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

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

FOREIGN TAXES

Dividends and interests received by a Fund may be subject to income, withholding
or other taxes imposed by foreign countries and U.S. possessions that would
reduce the yield on the Fund's stock or securities. Tax conventions between
certain countries and the United States may reduce or eliminate these taxes.
Foreign countries generally do not impose taxes on capital gains with respect to
investments by foreign investors.

If the International Equity Fund meets the Distribution Requirement, and if more
than 50% of the value of such Fund's total assets at the close of its taxable
year consists of stock or securities of foreign corporations, the Fund will be
eligible to, and will, file an election with the Internal Revenue Service that
will enable Shareholders, in effect, to receive the benefit of the foreign tax
credit with respect to any foreign and U.S. possessions income taxes paid by the
Fund. Pursuant to the election, the Fund will treat those taxes as dividends
paid to its Shareholders. Each Shareholder will be required to include a
proportionate share of those taxes in gross income as income received from a
foreign source and must treat the amount so included as if the Shareholder had
paid the foreign tax directly. The Shareholder may then either deduct the taxes
deemed paid by him or her in computing his or her taxable income or,
alternatively, use the foregoing information in calculating the foreign tax
credit against the Shareholders' Federal income tax. In no event shall a
Shareholder be allowed a foreign tax credit with respect to shares in a Fund if
such shares are held by the Shareholder for 15 days or less during the 30-day
period beginning on the date which is 15 days before the date on which such
shares become ex-

B-30

<PAGE>

dividend with respect to such dividend. If any of the three above-mentioned
Funds make the election, such Fund will report annually to its Shareholders the
respective amounts per share of the Fund's income from sources within, and taxes
paid to, foreign countries and U.S. possessions.

The International Equity Fund's transactions in foreign currencies and forward
foreign currency contracts will be subject to special provisions of the Code
that, among other things, may affect the character of gains and losses realized
by the Fund (I.E., may effect whether gains or losses are ordinary or capital),
accelerate recognition of income to the fund and defer Fund losses. These rules
could therefore affect the character, amount and timing of distributions to
Shareholders. These provisions also may require the Fund to mark-to- market
certain types of the positions in its portfolio (I.E., treat them as if they
were closed out) which may cause the Fund to recognize income without receiving
cash with which to make distributions in amounts necessary to satisfy the 90%
and 98% distribution requirements for avoiding income and excise taxes. The Fund
will monitor its transactions, will make the appropriate tax elections, and will
make the appropriate entries in the books and records when it acquires any
foreign currency or forward foreign currency contract in order to mitigate the
effect of these rules and prevent disqualification of the Fund as a RIC and
minimize the imposition of income and excise taxes.

FUND TRANSACTIONS

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

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

TRADING PRACTICES AND BROKERAGE

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

B-31

<PAGE>

instances, there is no direct commission charged but there is a spread (the
difference between the buy and sell price) which is the equivalent of a
commission.

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

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

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

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

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

B-32

<PAGE>

fees). The Trustees, including those who are not "interested persons" of the
Trust, have adopted procedures for evaluating the reasonableness of commissions
paid to the Distributor, and will review these procedures periodically.

For the fiscal year ended May 31, 2000, the Funds paid the following brokerage
commissions with respect to portfolio transactions:

<TABLE>
<CAPTION>
====================== ====================== ===================== ========================= ==========================
FUND TOTAL $ AMOUNT TOTAL $ AMOUNT % OF TOTAL % OF TOTAL BROKERED
OF BROKERAGE OF BROKERAGE BROKERAGE TRANSACTIONS
COMMISSIONS COMMISSIONS COMMISSIONS PAID TO EFFECTED THROUGH
PAID IN FYE PAID TO AFFILIATES AFFILIATED BROKERS IN AFFILIATED BROKERS
5/31/00 IN FYE 5/31/00(1) FYE 5/31/00 FYE 5/31/00
====================== ====================== ===================== ========================= ==========================
<S> <C> <C> <C> <C>
International $5,076,703 $0 0% 0%
Equity Fund
---------------------- ---------------------- --------------------- ------------------------- --------------------------
Virginia Tax- N/A N/A N/A N/A
Free Money
Market Fund+
---------------------- ---------------------- --------------------- ------------------------- --------------------------
<FN>
1/ These amounts refer to brokerage commissions paid to, or brokered transactions effected through, SEI
Investments Distribution Co., the Trust's principal underwriter.

+ Prior to May 24, 1999, brokerage fees were paid by the predecessor to this Fund.
</FN>
</TABLE>

For the fiscal years ended May 31, 1999 and 1998, the Funds paid the following
brokerage commissions with respect to portfolio transactions:

<TABLE>
<CAPTION>
================================ =========================================== ==========================================
TOTAL $ AMOUNT OF BROKERAGE TOTAL $ AMOUNT OF BROKERED
COMMISSIONS PAID COMMISSIONS PAID TO AFFILIATES
=========================================== ==========================================
FUND 1999 1998 1999 1998
================================ ===================== ==================== ===================== ===================
<S> <C> <C> <C> <C>
International Equity Fund $4,701,955 $3,098,063 $0 $0
-------------------------------- --------------------- -------------------- --------------------- -------------------
Virginia Tax-Free Money N/A N/A N/A N/A
Market Fund+
-------------------------------- --------------------- -------------------- --------------------- -------------------
<FN>
+ Prior to May 24, 1999, brokerage fees were paid by the predecessor to this Fund.
</FN>
</TABLE>

For the fiscal years ended May 31, 2000 through 1998, the portfolio turnover
rate for the International Equity Fund was as follows:

<TABLE>
<CAPTION>
========================================= =============================================================================
TURNOVER RATE
=============================================================================
FUND 2000 1999 1998
========================================= ======================= ======================== ===========================
<S> <C> <C> <C>
International Equity Fund 179% 161% 108%
----------------------------------------- ----------------------- ------------------------ ---------------------------
</TABLE>

B-33

<PAGE>

DESCRIPTION OF SHARES

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

SHAREHOLDER LIABILITY

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

LIMITATION OF TRUSTEES' LIABILITY

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

5% AND 25% SHAREHOLDERS

As of July 14, 2000, the following persons were the only persons who were record
owners (or to the knowledge of the Trust, beneficial owners) of 5% and 25% or
more of the shares of the Funds. Persons who owned of record or beneficially
more than 25% of a Fund's outstanding shares may be deemed to control the Fund
within the meaning of the Act. The Trust believes that most of the shares of the
Trust Class of the Funds were held for the record owner's fiduciary, agency or
custodial customers.

B-34

<PAGE>

TRUST SHARES

FUND NAME AND ADDRESS NUMBER OF SHARES % OF CLASS
---- ---------------- ---------------- ----------
<S> <C> <C> <C>
International Equity Fund............ Trustman 1,979,921.2220 8.78%
SunTrust Banks
Mutual Fund Reconciliation Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

Trustman 6,653,564.8160 29.50%
SunTrust Banks
Mutual Fund Reconciliation Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

Trustman 11,685,919.6090 51.81%
SunTrust Banks
Mutual Fund Reconciliation Unit
Mail Center 3144
P.O. Box 105870
Atlanta, GA 30348-5870

Virginia Tax-Free Money
Market Fund.......................... SunTrust Bank 268,301,550.2100 99.32%
Attn Susan Grider
Mail Center 3133
P.O. Box 105504
Atlanta, GA 30348-5504
</TABLE>

B-35

<PAGE>

STI CLASSIC FUNDS
PART C: OTHER INFORMATION
POST-EFFECTIVE AMENDMENT NO. 36

Item 23. Exhibits:

(a) Declaration of Trust - originally filed with Registrant's Registration
Statement on Form N-1A filed February 12, 1992 and incorporated by
reference to Exhibit 1 of Post-Effective Amendment No. 15 to the
Registrant's Registration Statement filed with the SEC via EDGAR
Accession No. 0000912057-96-015938 on July 31, 1996.
(b)(1) By-Laws - originally filed with Registrant's Pre-Effective Amendment
No. 1 filed April 23, 1992 and incorporated by reference to Exhibit 2
of Post-Effective Amendment No. 15 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.
(b)(2) Amended By-Laws - incorporated by reference to Exhibit (b)(2) of
Post-Effective Amendment No. 23 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0001047469-98-027407 on July 15, 1998.
(c) Not applicable.
(d)(1) Revised Investment Advisory Agreement with Trusco Capital Management,
Inc. as originally filed with Registrant's Post-Effective Amendment No.
5 filed August 2, 1993 and incorporated by reference to Exhibit 5(c) of
Post-Effective Amendment No. 15 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.
(d)(2) Investment Advisory Agreement with American National Bank and Trust
Company as originally filed with Registrant's Post-Effective Amendment
No. 6 filed October 22, 1993 and as Exhibit 5(d) of Post-Effective
Amendment No. 15 to the Registrant's Registration Statement filed with
the SEC via EDGAR Accession No. 0000912057-96-015938 on July 31, 1996.

(d)(3) Investment Advisory Agreement with Sun Bank Capital Management,
National Association (now Trusco Capital Management, Inc.) as
originally filed with Registrant's Post-Effective Amendment No. 6 filed
October 22, 1993 and incorporated by reference to Exhibit 5(e) of
Post-Effective Amendment No. 15 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.
(d)(4) Investment Advisory Agreement with Trust Company Bank (now Trusco
Capital Management, Inc.) as originally filed with Registrant's
Post-Effective Amendment No. 6 filed October 22, 1993 and incorporated
by reference to Exhibit D(4) of Post-Effective Amendment No. 24 to the
Registrant's Statement filed with the SEC via EDGAR Accession No.
0001047469-98-028802 on July 30, 1998.

(d)(5) Revised Schedule A to the Revised Investment Advisory Agreement with
Trusco Capital Management, Inc. dated May 24, 1999 - incorporated by
reference to the Registrant's Post-Effective Amendment No. 32 to the
Registrant's Registration Statement filed with the SEC via EDGAR
Accession No. 0001047469-99-037088 on September 28, 1999.
(d)(6) Revised Schedule A to the Revised Investment Advisory Agreement with
Trusco Capital Management, Inc. dated October 1, 1999 - incorporated by
reference to the Registrant's Post-Effective Amendment No. 33 to the
Registrant's Registration Statement filed with the SEC via EDGAR
Accession No. 0000912057-99-007899 on December 1, 1999.

(d)(7) Revised Schedule A to the Revised Investment Advisory Agreement with
Trusco Capital Management, Inc. dated March 27, 2000 - incorporated by
reference to the Registrant's Post-Effective Amendment No. 35 to the
Registrant's Registration Statement filed with the SEC via EDGAR
Accession No. 0000916641-00-000365 on March 28, 2000.

(e) Distribution Agreement dated May 26, 1992 - incorporated by reference
to Exhibit 6 of Post-Effective Amendment No. 16 to the Registrant's
Registration Statement filed with the SEC via EDGAR Accession No.
0000912057-96-021336 on September 27, 1996.
(f) Not applicable.
(g)(1) Custodian Agreement with Trust Company Bank dated February 1, 1994
originally filed with Registrant's Post-Effective Amendment No. 13
filed September 28, 1995 and incorporated by reference to Exhibit 8(b)
of Post-Effective Amendment No. 15 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.
(g)(2) Custodian Agreement with the Bank of California incorporated by
reference to Exhibit 8(a) of Post-Effective Amendment No. 15 to the
Registrant's Registration Statement filed with the SEC via EDGAR
Accession No. 0000912057-96-015938 on July 31, 1996.

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<PAGE>

(g)(3) Fourth Amendment to Custodian Agreement by and between STI Trust &
Investment Operations, Inc. and The Bank of New York dated May 6, 1997
incorporated by reference to Exhibit 8(d) of Post-Effective Amendment
No. 21 to the Registrant's Registration Statement filed with the SEC
via EDGAR Accession No. 0000912057-97-032207 on September 30, 1997.
(h)(1) Transfer Agent Agreement with Federated Services Company dated May 14,
1994 originally filed with Post-Effective Amendment No. 9 filed
September 22, 1994 and incorporated by reference to Exhibit 8(c) of
Post-Effective Amendment No. 15 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.
(h)(2) Administration Agreement with SEI Financial Management Corporation
dated May 29, 1995 - incorporated by reference to the Registrant's
Post-Effective Amendment No. 32 to the Registrant's Registration
Statement filed the SEC via EDGAR Accession No. 0001047469-99-037088 on
September 28, 1999.
(h)(3) Consent to Assignment and Assumption of the Administration Agreement
between STI Classic Funds and SEI Financial Management Corporation -
incorporated by reference to Exhibit 9(b) of Post-Effective Amendment
No. 21 to the Registrant's Registration Statement filed with the SEC
via EDGAR Accession No. 0000912057-97-032207 on September 30, 1997.
(i) Opinion and Consent of Counsel - incorporated by reference to the
Registrant's Post-Effective Amendment No. 32 to the Registrant's
Registration Statement filed the SEC via EDGAR Accession No.
0001047469-99-037088 on September 28, 1999.

(j) Consent of Arthur Andersen LLP, independent public accountants, is
filed herewith.

(k) Not applicable.
(l) Not applicable.
(m)(1) Distribution Plan - Investor Class - incorporated by reference to
Exhibit 15 of Post-Effective Amendment No. 16 to the Registrant's
Registration Statement filed with the SEC via EDGAR Accession No.
0000912057-96-021336 on September 27, 1996.
(m)(2) Distribution and Service Agreement relating to Flex Shares dated May
29, 1995 - originally filed with Post-Effective Amendment No. 12 filed
August 17, 1995 and incorporated by reference to Exhibit 15(a) of
Post-Effective Amendment No. 15 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.
(n)(1) Rule 18f-3 Plan - incorporated by reference to Exhibit (o) of
Post-Effective Amendment No. 23 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0001047469-98-027407 on July 15, 1998.
(n)(2) Certificate of Class Designation - incorporated by reference to Exhibit
(o)(1) of Post-Effective Amendment No. 27 to the Registrant's Statement
filed with the SEC via EDGAR Accession No. 0001047469-99-009731 on
April 15, 1999.

(o) Powers of Attorney are filed herewith.
(p)(1) Code of Ethics for STI Classic Funds - incorporated by reference to
Exhibit (p)(1) of Post-Effective Amendment No. 35 to the Registrant's
Statement filed with the SEC via EDGAR Accession No.
0000916641-00-000365 on March 28, 2000.
(p)(2) Code of SEI Investments Distribution Company - incorporated by
reference to Exhibit (p)(2) of Post-Effective Amendment No. 35 to the
Registrant's Statement filed with the SEC via EDGAR Accession No.
0000916641-00-000365 on March 28, 2000.
(p)(3) Code of Ethics for Trusco Capital Management, Inc. - incorporated by
reference to Exhibit (p)(3) of Post-Effective Amendment No. 35 to the
Registrant's Statement filed with the SEC via EDGAR Accession No.
0000916641-00-000365 on March 28, 2000.

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

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

Item 25. Indemnification:

Article VIII of the Agreement of Declaration of Trust filed as Exhibit (a) to
the Registration Statement is incorporated by reference. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be

C-2

<PAGE>

permitted to trustees, directors, officers and controlling persons of the
Registrant by the Registrant pursuant to the Declaration of Trust or otherwise,
the Registrant is aware that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and, therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by trustees, directors, officers or
controlling persons of the Registrant in connection with the successful defense
of any act, suit or proceeding) is asserted by such trustees, directors,
officers or controlling persons in connection with the shares being registered,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issues.

Item 26. Business and Other Connections of Investment Advisors:

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

NAME OF CONNECTION WITH
NAME OTHER COMPANY OTHER COMPANY
---- ------------- -------------

TRUSCO CAPITAL MANAGEMENT, INC.

<S> <C> <C>
E. Jenner Wood III SunTrust Banks, Inc. --
Director

Hunting F. Deutsch SunTrust Bank, Orlando --
Director

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

James R. Wood -- --
President

Elliott A. Perny -- --
Executive Vice President

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

Jonathan D. Rich -- --
Director

Larry M. Cole -- --
Senior Vice President

L. Earl Denney -- --
Executive Vice President

Ronald Schwartz -- --
Senior Vice President

Andre B.Prawato -- --
Senior Vice President

Edward J. Dau -- --
Senior Vice President

</TABLE>

C-3

<PAGE>

<TABLE>
<CAPTION>
NAME OF CONNECTION WITH
NAME OTHER COMPANY OTHER COMPANY
---- ------------- -------------
<S> <C> <C>
James K. Wood -- --
Senior Vice President

Mills A. Riddick -- --
Senior Vice President

Christopher A. Jones -- --
Senior Vice President

David E. West -- --
Vice President

Brett L. Barner -- --
Senior Vice President

Douglas S. Phillips -- --
President

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

E. Jenner Wood SunTrust Banks, Inc. Director
Director

Donald W. Thurmond SunTrust Bank, Atlanta Director
Director

Bob M. Farmer -- --
Vice President

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

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

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

James P. Foster -- --
Vice President

Mark D. Garfinkel -- --
Vice President

Robert (Bob) G. Goggin -- --
Vice President

Joe E. Ransom -- --
Vice President

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

</TABLE>

C-4

<PAGE>

<TABLE>
<CAPTION>
NAME OF CONNECTION WITH
NAME OTHER COMPANY OTHER COMPANY
---- ------------- -------------
<S> <C> <C>
Jonathan Mote -- --
Vice President

Charles B. Leonard -- --
First Vice President

Mary F. Cernilli -- --
Vice President

Garrett P. Smith -- --
Vice President

Gregory L. Watkins -- --
Vice President

David S. Yealy -- --
Vice President

Robert J. Rhoades -- --
Senior Vice President

Kar Ming Leong -- --
Vice President

Stephen M. Yarbrough -- --
Vice President

Celia S. Stanley -- --
Vice President

Rebekah R. Alley -- --
Vice President

Robert R. Long SunTrust Banks of Chairman of the Board
Chairman of the Board and Georgia, Inc.
President

Ronald S. Crowding -- Executive Vice President
Executive Vice President

Charles B. Ginden -- --
Executive Vice President

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

Donald Wayne Thurmond -- --
Executive Vice President

Dr. William M. Chase Emory University President
Director

Gaylord O. Coan Gold Kist, Inc. CEO
Director

</TABLE>

C-5

<PAGE>

<TABLE>
<CAPTION>
NAME OF CONNECTION WITH
NAME OTHER COMPANY OTHER COMPANY
---- ------------- -------------
<S> <C> <C>
A.D. Correll Georgia-Pacific Corporation Chairman & CEO
Director

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

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

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

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

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

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

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

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

Gerald T. Adams -- --
Senior Vice President

James R. Albach -- --
Group Vice President

Gay Cash -- --
Vice President

</TABLE>

C-6

<PAGE>

<TABLE>
<CAPTION>
NAME OF CONNECTION WITH
NAME OTHER COMPANY OTHER COMPANY
---- ------------- -------------
<S> <C> <C>
Joseph B. Foley, Jr. -- --
Group Vice President

Thomas R. Frisbie -- --
Group Vice President

Mark Stancil -- --
Group Vice President

David E. Thompson -- --
Vice President

Charles C. Watson -- --
Group Vice President

Dr. Mary B. Bullock Agnes Scott College President
Director

Larry L. Gellerstedt, III Beers Construction Co. Chairman
Director

John T. Glover Post Properties, Inc. President
Director

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

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

Charles H. McTier Robert Woodruff Foundation President
Director

</TABLE>

Item 27. Principal Underwriters:

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

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

SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI Institutional International Trust August 30, 1988
The Advisors' Inner Circle Fund November 14, 1991
The Pillar Funds February 28, 1992
CUFUND May 1, 1992
STI Classic Funds May 29, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992

C-7

<PAGE>

The Arbor Fund January 28, 1993
Boston 1784 Funds7 June 1, 1993
The PBHG Funds, Inc. July 16, 1993
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Huntington Funds January 11, 1996
SEI Asset Allocation Trust April 1, 1996
TIP Funds April 28, 1996
SEI Institutional Investments Trust June 14, 1996
First American Strategy Funds, Inc. October 1, 1996
HighMark Funds February 15, 1997
Armada Funds March 8, 1997
PBHG Insurance Series Fund, Inc. April 1, 1997
The Expedition Funds June 9, 1997
Alpha Select Funds January 1, 1998
Oak Associates Funds February 27, 1998
The Nevis Fund, Inc. June 29, 1998
The Parkstone Group of Funds September 14, 1998
CNI Charter Funds April 1, 1999
The Armada Advantage Fund May 1, 1999
Amerindo Funds Inc. July 13, 1999
Huntington VA Funds October 15, 1999
Friends Ivory Funds December 16, 1999
SEI Insurance Products Trust March 29, 2000

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

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

POSITION AND OFFICE POSITIONS AND
NAME WITH UNDERWRITER OFFICES WITH REGISTRANT
---- ---------------- -----------------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman of the Board of Directors --
Richard B. Lieb Director, Executive Vice President --
Carmen V. Romeo Director --
Mark J. Held President & Chief Operating Officer --
Dennis J. McGonigle Executive Vice President --
Robert M. Silvestri Chief Financial Officer & Treasurer --
Todd Cipperman Senior Vice President & General Counsel --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Jack May Senior Vice President --
Hartland J. McKeown Senior Vice President --
Kevin P. Robins Senior Vice President --
Patrick K. Walsh Senior Vice President --
Wayne M. Withrow Senior Vice President --
John D. Anderson Vice President & Managing Director --
Robert Aller Vice President --
Timothy D. Barto Vice President & Assistant Secretary --
S. Courtney E. Collier Vice President & Assistant Secretary --

</TABLE>

C-8

<PAGE>

POSITION AND OFFICE POSITIONS AND
NAME WITH UNDERWRITER OFFICES WITH REGISTRANT
---- ---------------- -----------------------
<S> <C> <C>
Robert Crudup Vice President & Managing Director --
Richard A. Deak Vice President & Assistant Secretary --
Scott W. Dellorfano Vice President & Managing Director --
Barbara Doyne Vice President --
Jeff Drennen Vice President --
Scott C. Fanatico Vice President & Managing Director --
James R. Foggo Vice President & Assistant Secretary --
Vic Galef Vice President & Managing Director --
Steven A. Gardner Vice President & Managing Director --
Lydia A. Gavalis Vice President & Assistant Secretary --
Greg Gettinger Vice President & Assistant Secretary --
Kathy Heilig Vice President --
Jeff Jacobs Vice President --
Samuel King Vice President --
John Kirk Vice President & Managing Director --
Kim Kirk Vice President & Managing Director --
John Krzeminski Vice President & Managing Director --
Paul Lonergan Vice President & Managing Director --
Ellen Marquis Vice President & Managing Director --
Christine M. McCullough Vice President & Assistant Secretary --
Carolyn McLaurin Vice President & Managing Director --
Mark Nagle Vice President --
Joanne Nelson Vice President --
Cynthia M. Parrish Vice President & Secretary --
Rob Redican Vice President --
Maria Rinehart Vice President --
Steve Smith Vice President --
Daniel Spaventa Vice President --
Kathryn L. Stanton Vice President --
Lori L. White Vice President & Assistant Secretary --

</TABLE>

Item 28. Location of Accounts and Records:

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

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

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

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

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

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

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<PAGE>

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

Trusco Capital Management
P.O. Box 3808
Orlando, Florida 32802

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

Trusco Capital Management
25 Park Place
Atlanta, Georgia 30303

Item 29. Management Services: None.

Item 30. Undertakings: None.

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<PAGE>

NOTICE

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

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<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 (the "Securities
Act") and the Investment Company Act of 1940, as amended, the Registrant has
duly caused this Post-Effective Amendment No. 36 to Registration Statement No.
33-45671 to be signed on its behalf by the undersigned, duly authorized, in the
City of Oaks, Commonwealth of Pennsylvania on the 26th day of July, 2000.

BY: *
-------------------------------
Mark Nagle, President

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

** Trustee July 26, 2000
-----------------------------
F. Wendell Gooch

** Trustee July 26, 2000
-----------------------------
Daniel S. Goodrum

** Trustee July 26, 2000
-----------------------------
Wilton Looney

** Trustee July 26, 2000
-----------------------------
Champney A. McNair

** Trustee July 26, 2000
-----------------------------
T. Gordy Germany

** Trustee July 26, 2000
-----------------------------
Bernard F. Sliger

** Trustee July 26, 2000
-----------------------------
Jonathan T. Walton

** Trustee July 26, 2000
-----------------------------
James O. Robbins

** Trustee July 26, 2000
-----------------------------
Thomas Gallagher

* President July 26, 2000
-----------------------------
Mark Nagle

/S/ JENNIFER SPRATLEY Treasurer & Chief July 26, 2000
----------------------------- Financial Officer
Jennifer Spratley

* BY: /S/ KEVIN ROBINS
---------------------------------------
Kevin Robins, With Power of Attorney

** BY: /S/ TODD B. CIPPERMAN
--------------------------------------------
Todd B. Cipperman, With Power of Attorney

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<PAGE>

EXHIBIT INDEX

NUMBER EXHIBIT
------ -------
EX-99.A Declaration of Trust - originally filed with Registrant's
Registration Statement on Form N-1A filed February 12, 1992 and
incorporated by reference to Exhibit 1 of Post-Effective Amendment
No. 15 to the Registrant's Registration Statement filed with the
SEC via EDGAR Accession No. 0000912057-96-015938 on July 31, 1996.
EX-99.B1 By-Laws - originally filed with Registrant's Pre-Effective
Amendment No. 1 filed April 23, 1992 and incorporated by reference
to Exhibit 2 of Post-Effective Amendment No. 15 to the
Registrant's Registration Statement filed with the SEC via EDGAR
Accession No. 0000912057-96-015938 on July 31, 1996.
EX-99.B2 Amended By-Laws - incorporated by reference to Exhibit (b)(2) of
Post-Effective Amendment No. 23 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0001047469-98-027407 on July 15, 1998.
EX-99.C Not applicable.
EX-99.D1 Revised Investment Advisory Agreement with Trusco Capital
Management, Inc. as originally filed with Registrant's
Post-Effective Amendment No. 5 filed August 2, 1993 and
incorporated by reference to Exhibit 5(c) of Post-Effective
Amendment No. 15 to the Registrant's Registration Statement filed
with the SEC via EDGAR Accession No. 0000912057-96-015938 on July
31, 1996.
EX-99.D2 Investment Advisory Agreement with American National Bank and
Trust Company as originally filed with Registrant's Post-Effective
Amendment No. 6 filed October 22, 1993 and as Exhibit 5(d) of
Post-Effective Amendment No. 15 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.

EX-99.D3 Investment Advisory Agreement with Sun Bank Capital Management,
National Association (now Trusco Capital Management, Inc.) as
originally filed with Registrant's Post-Effective Amendment No. 6
filed October 22, 1993 and incorporated by reference to Exhibit
5(e) of Post-Effective Amendment No. 15 to the Registrant's
Registration Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.
EX-99.D4 Investment Advisory Agreement with Trust Company Bank (now Trusco
Capital Management, Inc.) as originally filed with Registrant's
Post-Effective Amendment No. 6 filed October 22, 1993 and
incorporated by reference to Exhibit D(4) of Post-Effective
Amendment No. 24 to the Registrant's Statement filed with the SEC
via EDGAR Accession No. 0001047469-98-028802 on July 30, 1998.

EX-99.D5 Revised Schedule A to the Revised Investment Advisory Agreement
with Trusco Capital Management, Inc. dated May 24, 1999 -
incorporated by reference to the Registrant's Post-Effective
Amendment No. 32 to the Registrant's Registration Statement filed
with the SEC via EDGAR Accession No. 0001047469-99-037088 on
September 28, 1999.
EX-99.D6 Revised Schedule A to the Revised Investment Advisory Agreement
with Trusco Capital Management, Inc. dated October 1, 1999 -
incorporated by reference to the Registrant's Post-Effective
Amendment No. 33 to the Registrant's Registration Statement filed
with the SEC via EDGAR Accession No. 0000912057-99-007899 on
December 1, 1999.

EX-99.D7 Revised Schedule A to the Revised Investment Advisory Agreement
with Trusco Capital Management, Inc. dated March 27, 2000 -
incorporated by reference to the Registrant's Post-Effective
Amendment No. 35 to the Registrant's Registration Statement filed
with the SEC via EDGAR Accession No. 0000916641-00-000365 on March
28, 2000.

EX-99.E Distribution Agreement dated May 26, 1992 - incorporated by
reference to Exhibit 6 of Post-Effective Amendment No. 16 to the
Registrant's Registration Statement filed with the SEC via EDGAR
Accession No. 0000912057-96-021336 on September 27, 1996.
EX-99.F Not applicable.
EX-99.G1 Custodian Agreement with Trust Company Bank dated February 1, 1994
originally filed with Registrant's Post-Effective Amendment No. 13
filed September 28, 1995 and incorporated by reference to Exhibit
8(b) of Post-Effective Amendment No. 15 to the Registrant's
Registration Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.
EX-99.G2 Custodian Agreement with the Bank of California incorporated by
reference to Exhibit 8(a) of Post-Effective Amendment No. 15 to
the Registrant's Registration Statement filed with the SEC via
EDGAR Accession No. 0000912057-96-015938 on July 31, 1996.

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<PAGE>

EX-99.G3 Fourth Amendment to Custodian Agreement by and between STI Trust &
Investment Operations, Inc. and The Bank of New York dated May 6,
1997 incorporated by reference to Exhibit 8(d) of Post-Effective
Amendment No. 21 to the Registrant's Registration Statement filed
with the SEC via EDGAR Accession No. 0000912057-97-032207 on
September 30, 1997.
EX-99.H1 Transfer Agent Agreement with Federated Services Company dated May
14, 1994 originally filed with Post-Effective Amendment No. 9
filed September 22, 1994 and incorporated by reference to Exhibit
8(c) of Post-Effective Amendment No. 15 to the Registrant's
Registration Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.
EX-99.H2 Administration Agreement with SEI Financial Management Corporation
dated May 29, 1995 - incorporated by reference to the Registrant's
Post-Effective Amendment No. 32 to the Registrant's Registration
Statement filed the SEC via EDGAR Accession No.
0001047469-99-037088 on September 28, 1999.
EX-99.H3 Consent to Assignment and Assumption of the Administration
Agreement between STI Classic Funds and SEI Financial Management
Corporation - incorporated by reference to Exhibit 9(b) of
Post-Effective Amendment No. 21 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0000912057-97-032207 on September 30, 1997.
EX-99.I Opinion and Consent of Counsel - incorporated by reference to the
Registrant's Post-Effective Amendment No. 32 to the Registrant's
Registration Statement filed the SEC via EDGAR Accession No.
0001047469-99-037088 on September 28, 1999.

EX-99.J Consent of Arthur Andersen LLP, independent public accountants, is
filed herewith.

EX-99.K Not applicable.
EX-99.L Not applicable.
EX-99.M1 Distribution Plan - Investor Class - incorporated by reference to
Exhibit 15 of Post-Effective Amendment No. 16 to the Registrant's
Registration Statement filed with the SEC via EDGAR Accession No.
0000912057-96-021336 on September 27, 1996.
EX-99.M2 Distribution and Service Agreement relating to Flex Shares dated
May 29, 1995 - originally filed with Post-Effective Amendment No.
12 filed August 17, 1995 and incorporated by reference to Exhibit
15(a) of Post-Effective Amendment No. 15 to the Registrant's
Registration Statement filed with the SEC via EDGAR Accession No.
0000912057-96-015938 on July 31, 1996.
EX-99.N1 Rule 18f-3 Plan - incorporated by reference to Exhibit (o) of
Post-Effective Amendment No. 23 to the Registrant's Registration
Statement filed with the SEC via EDGAR Accession No.
0001047469-98-027407 on July 15, 1998.
EX-99.N2 Certificate of Class Designation - incorporated by reference to
Exhibit (o)(1) of Post-Effective Amendment No. 27 to the
Registrant's Statement filed with the SEC via EDGAR Accession No.
0001047469-99-009731 on April 15, 1999.

EX-99.O Powers of Attorney are filed herewith.
EX-99.P1 Code of Ethics for STI Classic Funds - incorporated by reference
to Exhibit (p)(1) of Post-Effective Amendment No. 35 to the
Registrant's Statement filed with the SEC via EDGAR Accession No.
0000916641-00-000365 on March 28, 2000.
EX-99.P2 Code of SEI Investments Distribution Company - incorporated by
reference to Exhibit (p)(2) of Post-Effective Amendment No. 35 to
the Registrant's Statement filed with the SEC via EDGAR Accession
No. 0000916641-00-000365 on March 28, 2000.
EX-99.P3 Code of Ethics for Trusco Capital Management, Inc. - incorporated
by reference to Exhibit (p)(3) of Post-Effective Amendment No. 35
to the Registrant's Statement filed with the SEC via EDGAR
Accession No. 0000916641-00-000365 on March 28, 2000.

C-14

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