TRUSCO CAPITAL MANAGEMENT, INC.
CODE OF ETHICS
FOR STI CLASSIC FUNDS
AND STI CLASSIC VARIABLE TRUST
Trusco Capital Management, Inc. (the "Adviser") has confidence
in the integrity and good faith of all of its directors, officers and
employees. However, the Adviser recognizes those individuals may have
knowledge of present or future portfolio transactions and, in certain
instances, the power to influence portfolio transactions made on behalf
of or for one or more of the separately managed series (the "Funds") of
the STI Classic Funds and the STI Classic Variable Trust, collectively
referred to as (the "Trusts"). such knowledge could place those
individuals, if they engage in personal transactions in securities
which are eligible for investment by the Trusts, in a position where
their personal interest may conflict with that of the Trusts.
In view of the foregoing and of the provisions of Rule
17j-1(b)(1) under the Investment Company Act of 1940 (the "1940 Act"),
the Adviser has determined to adopt this Code of Ethics. This Code
prohibits certain types of personal transactions deemed to create
conflicts of interest, or at least the potential for or the appearance
of such a conflict, and establishes reporting requirements and
enforcement procedures.
I. DEFINITIONS.
(1) "Access Person" shall mean each employee, director and
officer of the Adviser and the Executive Vice President of
SunTrust Banks, Inc. charged with responsibility for the
Trust and Investment Services area.
(2) "Beneficial ownership" of a security generally is to be
determined in the same manner as it is for purposes of
Section 16 of the Securities Exchange Act of 1934. A
person should consider himself or herself the beneficial
owner of any securities in which that person has a direct
or indirect pecuniary interest. In addition, a person
should consider himself or herself the beneficial owner of
securities held by his or her spouse, minor children, a
relative who shares his or her home, or other persons by
reason of any contract, arrangement, understanding or
relationship that provides him or her with sole or shared
voting or investment power in a capacity outside the scope
of his or her employment.
(3) "Investment Personnel" means all Access Persons who occupy
the position of portfolio manager or who serve on an
investment committee that carries out the portfolio
management function with respect to any Fund of the Trusts
and all Access Persons who provide or supply information
and/or advice to any portfolio manager or investment
committee, or who execute or help execute any portfolio
manager's or investment committee's decisions.
(4) "Initial Public Offering" ("IPO") means an offering of
Securities registered under the Securities Act of 1933,
the issuer of which, immediately before registration, was
not subject to the reporting requirements of Section 13 or
Section 15 (d) of the Securities Exchange Act of 1934.
(5) "Private Placement" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to
Section 4(2)or Section 4(6) in the Securities Act of 1933.
(6) "Purchase or sale of a security" includes the writing of
an option to purchase or sell a security.
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(7) "Security" shall have the same meaning as set forth in
Section 2(a)(36) of the 1940 Act, including private
placements thereof, except that it shall not include
securities issued by the Government of the United States
or an agency thereof, bankers' acceptances, bank
certificates of deposit, commercial paper and registered,
open-end mutual funds.
(8) "Security held or to be acquired" by the Trusts or any
Fund means(A)any Security which, within the most recent
fifteen days, (i) is or has been held by any Fund of the
Trusts advised by the Adviser, or (ii) is being or has
been considered by the Adviser for purchase by the
Trusts or any Fund; (B) and any option to purchase or
sell and any Security convertible into or exchangeable
for any Security described in (A) above.
(9) A Security is "being purchased or sold" by the Trusts or
any Fund from the time a purchase or sale program has been
communicated to the person who places the buy and sell
orders for the Trusts or any Fund until the time when such
program has been fully completed or terminated.
(10) A "Related Security" includes a security of any class not
exempt under Section II (5) of this Code issued by the
same company whose securities are being purchased or sold,
including rights, warrants, preferred shares, bonds or
common shares of different classes. A "Related Security"
also includes any security not exempt under Section II (5)
of this Code which is issued by a subsidiary, parent or an
affiliated company of the company whose securities are
being purchased or sold.
II. STATEMENT OF GENERAL PRINCIPLES.
In recognition of the trust and confidence placed in the Adviser
by the Trusts and their shareholders and to give effect to the
Adviser's belief that its operations with respect to the Trusts
should be directed to the benefit of the Trusts' shareholders,
the Adviser hereby adopts the following general principles to
guide the actions of its directors, officers and employees.
(1) The interests of the Trusts' shareholders are paramount to
the personal interests of the Advisers Access Persons, all
of whom must conduct themselves and their operations to
give maximum effect to this principle by assiduously
placing the interests of the shareholders before their
own.
(2) All personal transactions in securities by the Adviser's
Access Persons must be accomplished so as to avoid even
the appearance of a conflict of interest on the part of
such persons with the interests of the Trusts and their
shareholders.
(3) All of the Adviser's Access Persons must avoid actions or
activities that allow, or appear to allow, any such person
to profit or benefit from his or her position with respect
to the Trusts, or that otherwise bring into question the
person's independence or judgment.
III. PROHIBITED PURCHASES AND SALES OF SECURITIES.
(1) No Access Person shall, in connection with the purchase or
sale, directly or indirectly, by such person of a Security
held or to be acquired by any Fund advised by the Adviser:
(A) Employ any device, scheme or artifice to defraud such
Fund;
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(B) Make to such Fund any untrue statement of a
material fact or omit to state to such Fund a
material fact necessary in order to make the
statements made, in light of the circumstances
under which they are made, not misleading;
(C) Engage in any act, practice or course of business
which would operate as a fraud or deceit upon such
Fund; or
(D) Engage in any manipulative practice with respect
to such Fund.
(2) Subject only to Section IV (2) of this Code, no Access
Person shall purchase or sell, directly or indirectly, any
Security in which he or she had or by reason of such
transaction acquires any Beneficial Ownership, within 24
hours before or after the time that the same (or a
related) Security is being purchased or sold by any Fund
advised by the Adviser. Subject only to Section IV (2) of
this Code, no Portfolio Manager shall purchase or sell,
directly or indirectly, any Security in which he or she
had or by reason of such transaction acquires any
Beneficial Ownership, within seven calendar days before or
after the time that the same (or a related) Security is
being purchased or sold by any Fund managed by him or her.
(3) Subject to Sections IV (2) and IV (3)(B) and (C) of this
Code, no Investment Personnel shall sell a Security at a
profit or cover a short sale at a profit within 60 days of
acquiring beneficial ownership of that security.
(4) No Investment Personnel may acquire beneficial ownership
of securities as part of an initial public offering by the
issuer or in a private placement.
IV. PRECLEARANCE OF PERSONAL TRANSACTIONS.
(1) Except as provided in Section IV (2) of this Code, each
Access Person must preclear each proposed personal
transaction in Securities with the Adviser's designated
Review Officer prior to proceeding with the transaction.
No such transaction in Securities may be effected without
the prior written approval of the Review Officer. In
determining whether to grant such approval, the Review
Officer shall refer to all relevant Sections of this Code,
including Section IV (3), below.
(2) The requirements of Section IV (1) shall not apply to the
following personal transactions:
(A) Purchases or sales over which the access person
has no direct or indirect control or influence;
(B) Purchases or sales which are non-volitional on the
part of either the access person or any Fund,
including purchases or sales upon exercise of puts
or calls written by the Access Person and sales
from a MARGIN ACCOUNT PURSUANT TO A BONA FIDE
margin call;
(C) Purchases which are part of an automatic dividend
reinvestment plan;
(D) Purchases effected upon the exercise of rights
issued by an issuer pro rata to all holders of a
class of its Securities, to the extent such rights
were acquired from such issuer.
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(3) The following personal transactions shall be precleared by
the Review Officer:
(A) Transactions which do not violate the provisions of
Section III (1) of this Code, are not subject to
Section III (2), (3) or (4) of this Code and which
appear upon reasonable inquiry and investigation to
present no reasonable likelihood of harm to any
Fund advised by the Adviser;
(B) Transactions otherwise not permitted under Section
III (3) of this Code in Securities which are:
I. Not included on a guidance list of Securities
eligible for investment by any Fund of the
Trusts advised by the Adviser (if such a list
is maintained by the Adviser); or
ii. Securities which are not eligible for purchase
or sale by any Fund of the Trusts advised by
the Adviser, as determined by reference to the
1940 Act and blue sky laws and regulations
thereunder, the investment objectives and
policies and investment restrictions of the
Trusts and their series, and undertakings made
to regulatory authorities; or
iii Securities of an issuer which is one of the 100
largest-capitalized public companies in the
United States, as reflected in the Standard &
Poors 100 list of companies with the largest
market capitalization.
(C) Transactions not permitted under Section III (3) of
this Code which the Review Officer, after
consideration of such facts and circumstances as
significant changes in the personal circumstances
of the person whose transaction is under
consideration or unanticipated market or corporate
events affecting the security, determines to not
violate Section III (1) of this Code and present no
reasonable likelihood of harm to the Trusts or to
any Fund.
V. ADDITIONAL RESTRICTIONS AND REQUIREMENTS.
(1) No access person shall accept any gift or other thing of
more than de minimis value from any person or entity that
does business with or on behalf of the Adviser or any Fund
advised by the Adviser.
(2) No Access Person may accept a position as a director or
trustee of a publicly-traded company without prior
approval of such position by the Adviser and by the
Trusts' Board of Trustees, as consistent with the
interests of the Trusts and their shareholders.
(3) Each Access Person must direct each brokerage firm or bank
at which such person maintains a securities account to
send duplicate copies of such person's confirmations and
statements to the Review Officer. Compliance with this
provision can also be effected by the Access Person
providing duplicate copies of all such confirmations and
statements directly to the Review Officer within seven
business days of receipt by the Access Person.
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VI. REPORTING OBLIGATIONS.
(1) The Adviser shall create and maintain a list of all Access
Persons.
(2) EACH ACCESS PERSON shall provide to the Review Officer a
complete listing of all securities beneficially owned by
such person as of the later of the date when such person
became an Access Person with respect to the Trusts or
January 1, 1995, and thereafter shall submit an updated
listing of such holdings to the Review Officer as of
January 1 of each subsequent year. The initial listing
shall be submitted on or before the later of January 1,
1995 or ten days after such person first became an Access
Person and each updated listing shall be submitted on or
before the last business day of January in each subsequent
year.
(3) Each Access Person shall report, in the manner and form
set out in Section VII of this Code, all transactions in
Securities which are not reflected on bank or brokerage
firm statements required to be sent under Section V (3) of
this Code in which the person has, or by reason of such
transaction acquires, any direct or indirect beneficial
ownership.
VII. REPORTS.
(1) The quarterly reports for transactions described in
section vi (3) of this code shall be filed by all access
persons with the review officer. the Review Officer shall
file quarterly reports with respect to his or her own
personal securities transactions with the President of the
Adviser, who shall act in all respects in the manner
prescribed herein for the Review Officer.
(2) Any such report may contain a statement that the report
shall not be construed as an admission by the person
making such report that he or she has any direct or
indirect beneficial ownership in the security or
securities to which the report relates.
(3) EVERY ACCESS PERSON shall include in such report the name
of any publicly-owned company or any company anticipating
a public offering of its equity securities and the total
number of its shares beneficially owned by him or her if
such total ownership is more than 1/2 of 1% of the
company's outstanding shares.
(4) Each report shall be filed not later than 10 days after
the end of each calendar quarter and shall contain the
following information:
(A) The date of each transaction required to be
reported, the title and number of shares or
principal amount of each security involved;
(B) The nature of each transaction required to be
reported (whether purchase, sale or any other type
of acquisition or disposition);
(C) The price at which each such transaction was
effected;
(D) The name of the broker, dealer or bank with or
through whom each such transaction was effected;
and
(E) The date of the report and the signature of the
person making the report.
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(5) If no reportable transactions occurred during a quarter,
the Access Person shall file a signed and dated timely
report so stating.
(6) With respect to any account established by an Access
Person during the quarter for the direct or indirect
benefit of the Access Person, the name of the broker,
dealer or bank with whom the Access Person established the
account; the date the account was established; and the
date the report was submitted to the access person.
VIII. REVIEW AND ENFORCEMENT.
(1) The Review Officer shall compare all personal securities
transactions reported pursuant to Sections V (3) and VI
(3) of this Code with completed portfolio transactions of
the Funds advised by the Adviser during the relevant time
to determine whether a violation of this Code may have
occurred. Before determining that a violation has been
committed by any person, the Review Officer shall give
such person the opportunity to supply additional
explanatory material.
(2) If the Review Officer determines that a violation of this
Code may have occurred, the Review Officer shall submit
such written determination, together with the information
upon which the Review Officer made the determination and
any additional explanatory material provided by the
person, to the President of the Adviser, who shall make an
independent determination as to whether a violation has
occurred.
(3) If the President finds that a violation has occurred, the
President shall impose upon the person such sanctions as
he or she deems appropriate and shall report the violation
and the sanctions imposed to the Board of Trustees of the
Trusts.
(4) No person shall participate in a determination of whether
he or she has committed a violation of this Code or of the
imposition of any sanction against himself or herself. If
a securities transaction of the President is under
consideration, the Chairman of the Board of Directors of
the Adviser shall act in all respects in the manner
prescribed herein for the President.
IX. RECORDS.
The Adviser shall maintain records in the manner and to the
extent set forth below, which records may be maintained under
the conditions described in Rule 31a-2 under the Investment
Company Act and shall be available for examination by
representatives of the Securities and Exchange Commission.
(1) A copy of this code of ethics and any other code which
is, or at any time within the past five years has been, in
effect shall be preserved in an easily accessible place;
(2) A record of any violation of this Code and of any
action taken as a result of such violation shall be
preserved in an easily accessible place for a period of
not less than five years following the end of the fiscal
year in which the violation occurs;
(3) A copy of each report made by an access person
pursuant to this code of ethics shall be preserved
for a period of not less than five years from the end
of the fiscal year in which it is made, the first two
years in a easily accessible place.
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(4) A list of all persons who are, or within the past five
years have been, required to make reports pursuant to this
Code shall be maintained in an easily accessible place.
(5) A copy of each annual report to the Board of Trustees
will be maintained for at least five years from the
end of the fiscal year in which it is made, the first
two years in an easily accessible place; and
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