STI CLASSIC VARIABLE TRUST, 485APOS, 1999-03-01

STI CLASSIC VARIABLE TRUST
485APOS, 1999-03-01

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 1, 1999

FILE NO. 33-91476

FILE NO. 811-9032
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 /X/
POST-EFFECTIVE AMENDMENT NO. 6
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 7

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

STI CLASSIC VARIABLE TRUST

(Exact Name of Registrant as Specified in Charter)

C/O THE CT CORPORATION SYSTEM
2 Oliver Street
Boston, Massachusetts 02109
(Address of Principal Executive Offices, Zip Code)
Registrant's Telephone Number, including Area Code (610) 676-1000

MARK NAGLE
c/o SEI Investments Company
Oaks, Pennsylvania 19456
(Name and Address of Agent for Service)

COPIES TO:

Richard W. Grant, Esq. John H. Grady, Jr., Esq.
Morgan, Lewis & Bockius LLP Morgan, Lewis & Bockius LLP
1701 Market Street 1701 Market Street
Philadelphia, Pennsylvania 19103 Philadelphia, Pennsylvania 19103

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

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

<TABLE>
<C> <S>
/ / immediately upon filing pursuant to paragraph (b)
/ / on pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)
/ / on [date] pursuant to paragraph (a); or
/ / 75 days after filing pursuant to paragraph (a) of Rule 485
</TABLE>

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

STI CLASSIC VARIABLE TRUST

PROSPECTUS
May 1, 1999

CAPITAL GROWTH FUND
INTERNATIONAL EQUITY FUND
INVESTMENT GRADE BOND FUND
MID-CAP EQUITY FUND
SMALL CAP EQUITY FUND
VALUE INCOME STOCK FUND

Investment Advisor
STI CAPITAL MANAGEMENT, N.A.

The Securities and Exchange Commission has not approved any Fund shares or
determined whether this prospectus is accurate or complete.

It is a crime for anyone to tell you otherwise.

Page 1 of 30
<PAGE>

HOW TO READ THIS PROSPECTUS

The STI Classic Variable Trust is a mutual fund family that offers shares in a
number of separate investment portfolios (Funds). The Funds have individual
investment goals and strategies. The Funds are available to the public only
through the purchase of certain variable annuity and variable life insurance
contracts (Contracts) issued by various life insurance companies (Insurers).
This prospectus gives you important information about the Capital Growth,
International Equity, Investment Grade Bond, Mid-Cap Equity, Small Cap Equity,
and Value Income Stock Funds that you should know before investing. Please read
this prospectus in conjunction with the Contract 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 the Funds.

For more detailed information about each Fund, please see:

<TABLE>
<CAPTION>
Page
<S> <C>
CAPITAL GROWTH FUND XXX
INTERNATIONAL EQUITY FUND XXX
INVESTMENT GRADE BOND FUND XXX
MID-CAP EQUITY FUND XXX
SMALL CAP EQUITY FUND XXX
VALUE INCOME STOCK FUND XXX
MORE INFORMATION ABOUT RISK XXX
EACH FUND'S PRINCIPAL INVESTMENTS XXX
THE INVESTMENT ADVISOR AND PORTFOLIO MANAGERS XXX
PURCHASING AND SELLING FUND SHARES XXX
FINANCIAL HIGHLIGHTS XXX
DIVIDENDS, DISTRIBUTIONS AND TAXES XXX
HOW TO OBTAIN MORE INFORMATION ABOUT THE
STI CLASSIC VARIABLE TRUST BACK COVER
</TABLE>

FOR INFORMATION ABOUT KEY TERMS AND CONCEPTS, LOOK FOR OUR "SIMPLY SPEAKING"
EXPLANATIONS.

Page 2 of 30
<PAGE>

INTRODUCTION

Each Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities. Before you invest,
you should know a few things about investing in mutual funds.

The value of your investment in a Fund is based on the market value of the
securities the Fund holds. These prices change daily due to economic and other
events that affect particular companies and other issuers. These price
movements, sometimes called volatility, may be greater or lesser depending on
the types of securities the 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.

Each Fund has its own investment goal and strategies for reaching that goal.
The Advisor invests Fund assets in a way that the Advisor believes will help the
Fund achieve its goal. Still, investing in the Funds involves risks, and there
is no guarantee that a Fund will achieve its goal. The Advisor'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 the
Advisor 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.

Page 3 of 30
<PAGE>

CAPITAL GROWTH FUND

FUND SUMMARY

Investment Goal Capital appreciation

Investment Focus U.S. common stocks

Share Price Volatility Medium

Principal Investment Strategy Attempts to identify companies with
above average growth potential

Investor Profile Investors who want the value of their
investment to grow, but do not need to
receive income on their investment

TOP FIVE HOLDINGS AS OF ___________*

[Name of security] ____%
[Name of security] ____%
[Name of security] ____%
[Name of security] ____%
[Name of security] ____%

*Holdings may vary

INVESTMENT STRATEGY

The Capital Growth Fund invests primarily in U.S. common stocks and other equity
securities that we believe are undervalued by the stock market. In selecting
investments for the Fund, we choose companies that we believe have above average
growth potential. We rotate the Fund's investments among various market sectors
based on our research of business cycles. Our strategy focuses on large-cap
stocks with a strong growth history. Due to its investment strategy, the Fund
may buy and sell securities frequently. This may result in higher transaction
costs.

WHAT ARE THE RISKS OF INVESTING IN THIS FUND?

The Fund invests primarily in U.S. common stocks. As a result, the Fund is
subject to the risk that stock prices will fall over short or extended periods
of time. Stock markets tend to move in cycles, with periods of rising prices
and periods of falling prices. This price volatility is the principal risk of
investing in the Fund.

Page 4 of 30
<PAGE>

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.

THIS BAR CHART SHOWS CHANGES IN THE PERFORMANCE OF THE FUND'S TRUST SHARES FROM
YEAR TO YEAR FOR ____ YEARS.*

[BAR CHART]

<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
------------------------------------------------------------
<S> <C>
____% ____%
(Date ) (Date)
</TABLE>

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR DECEMBER 31,
1998 TO THOSE OF THE S&P 500 INDEX.

<TABLE>
<CAPTION>
SINCE FUND
1 YEAR 3 YEARS 5 YEARS 10 YEARS INCEPTION
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Capital Growth Fund X.XX% X.XX% X.XX% X.XX% X.XX%
S&P 500 Index X.XX% X.XX% X.XX% X.XX% X.XX%
</TABLE>

*Since [inception date]
**Since [calc. date for index]

SIMPLY SPEAKING ...

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 advisor
and does not pay any commissions or expenses. If an index had expenses, its
performance would be lower. The S&P 500 Index is a widely recognized index of
500 stocks designed to mimic the overall equity market's industry weightings.

Page 5 of 30
<PAGE>

FUND EXPENSES

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

ANNUAL FUND OPERATING EXPENSES

<TABLE>
<S> <C> <C>
Investment Advisory Fees .XX% .XX%
Other Expenses .XX% .XX%
---- ----
Total Annual Fund Operating Expenses X.XX% X.XX%
</TABLE>

SIMPLY SPEAKING...

FUND EXPENSES

Unlike an index, 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 the Fund's assets. The
table shows the highest expenses that could be currently charged to the Fund.
Actual expenses are lower because the Advisor is voluntarily waiving a portion
of its fees. ACTUAL INVESTMENT ADVISORY FEES AND TOTAL OPERATING EXPENSES ARE
[ %] AND [ %], RESPECTIVELY. The Advisor could discontinue this voluntary
waiver at any time. For more information about these fees, see "Investment
Advisors."

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 and Fund expenses remain the same. Although your
actual costs and returns might be different, your approximate costs of investing
$10,000 in the Fund would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C>
$XXX $XXX $XXX $XXX
</TABLE>

Page 6 of 30
<PAGE>

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 undervalued
companies with good fundamentals

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

TOP FIVE HOLDINGS AS OF ___________*

[Name of security] ____%
[Name of security] ____%
[Name of security] ____%
[Name of security] ____%
[Name of security] ____%

*Holdings may vary

INVESTMENT STRATEGY

The International Equity Fund invests primarily in common stocks and other
equity securities of foreign companies. In selecting investments for the Fund,
we diversify the Fund's investments among at least three foreign countries. The
Fund invests primarily in developed countries, but may invest in countries with
emerging markets. 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, that are trading at a discount to their perceived value. Due to its
investment strategy, the Fund may buy and sell securities frequently. This may
result in higher transaction costs.

Page 7 of 30
<PAGE>

WHAT ARE THE RISKS OF INVESTING IN THE FUND?

The Fund invests primarily in common stocks of foreign companies. As a result,
the Fund is subject to the risk that stock prices will fall over short or
extended periods of time. Stock markets tend to move in cycles, with periods of
rising prices and periods of falling prices. This price volatility is the
principal risk of investing in the Fund. In addition, investments in foreign
markets may be more volatile than investments in U.S. markets. Diplomatic,
political or economic developments may cause foreign investments to lose money.
The value of the U.S. dollar may rise, causing reduced returns for U.S. persons
investing abroad. A foreign country may not have the same accounting and
financial reporting standards as the U.S. Foreign stock markets, brokers and
companies are generally subject to less supervision and regulation than their
U.S. counterparts. Emerging markets securities may be even more susceptible to
these risks.

PERFORMANCE INFORMATION

THIS BAR CHART SHOWS CHANGES IN THE PERFORMANCE OF THE FUND'S TRUST SHARES FROM
YEAR TO YEAR FOR ____ YEARS.*

[BAR CHART]

<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
----------------------------------------------------------
<S> <C>
____% ____%
(Date ) (Date)
</TABLE>

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDING DECEMBER 31, 1998 TO THOSE OF THE MORGAN STANLEY CAPITAL INTERNATIONAL
EUROPE, AUSTRALASIA, AND FAR EAST (MSCI EAFE) INDEX.

*
<TABLE>
<CAPTION>
SINCE FUND
1 YEAR 3 YEARS 5 YEARS 10 YEARS INCEPTION
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
International Equity Fund X.XX% X.XX% X.XX% X.XX% X.XX%
MSCI EAFE Index X.XX% X.XX% X.XX% X.XX% X.XX%
</TABLE>

*Since [inception date]
**Since [calc. date for index]

SIMPLY SPEAKING...

WHAT IS AN INDEX?

Page 8 of 30
<PAGE>

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 advisor
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 index of
over 900 securities listed on the stock exchanges in Europe, Australia, and the
Far East.

FUND EXPENSES

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

ANNUAL FUND OPERATING EXPENSES

<TABLE>
<S> <C> <C>
Investment Advisory Fees .XX% .XX%
Other Expenses .XX% .XX%
---- ----
Total Annual Fund Operating Expenses X.XX% X.XX%
</TABLE>

SIMPLY SPEAKING ...

FUND EXPENSES

Unlike an index, 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 the Fund's assets. The
table shows the highest expenses that could be currently charged to the Fund.
Actual expenses are lower because the Advisor is voluntarily waiving a portion
of its fees. ACTUAL INVESTMENT ADVISORY FEES AND TOTAL OPERATING EXPENSES ARE [
%] AND [ %], RESPECTIVELY. The Advisor could discontinue this voluntary
waiver at any time. For more information about these fees, see "Investment
Advisors."

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------------------------------------------------------------------------
<S> <C> <C> <C>
$XXX $XXX $XXX $XXX
</TABLE>

Page 9 of 30
<PAGE>

INVESTMENT GRADE BOND FUND

FUND SUMMARY

Investment Goal High total return through current
income and capital appreciation, while
preserving the principal amount
invested

Investment Focus Investment grade U.S. government and
corporate debt securities

Share Price Volatility Medium

Principal Investment Strategy Attempts to identify relatively
inexpensive securities in a selected
market index

Investor Profile Investors who want to receive income
from their investment, as well as an
increase in the value of the
investment

TOP FIVE HOLDINGS AS OF ___________*

[Name of security] ____%
[Name of security] ____%
[Name of security] ____%
[Name of security] ____%
[Name of security] ____%

*Holdings may vary

INVESTMENT STRATEGY

The Investment Grade Bond Fund invests primarily in investment grade corporate
debt securities, U.S. Treasury obligations, securities of the U.S. government or
its agencies, and mortgage-backed securities. In selecting investments for the
Fund, we try to minimize risk while attempting to outperform selected market
indices. Currently, our selected index is the Lehman Brothers
Government/Corporate Bond Index, a widely recognized, unmanaged index of
investment grade government and corporate debt securities. We seek to invest
more in portions of the index that seem relatively inexpensive, and less in
those that seem expensive. We allocate the Fund's investments among various
market sectors based on our analysis of historical data, yield information, and
credit ratings. We anticipate that the Fund's average weighted maturity will
range from 4 to 10 years. Due to its investment strategy, the Fund may buy and
sell securities frequently. This may result in higher transaction costs.

Page 10 of 30
<PAGE>

WHAT ARE THE RISKS OF INVESTING IN THIS FUND?

The Fund invests primarily in investment grade debt securities. As a result,
the Fund is subject to the risk that the prices of debt securities will decline
due to rising interest rates or changes in credit quality. This risk is greater
for long-term debt securities than for short-term debt securities. In addition,
an issuer may be unable to make timely payments of principal or interest to the
Fund. Some investment grade debt securities have speculative characteristics.
In addition, the Fund is subject to the risk of investing in mortgage-backed
securities. See "Mortgage-Backed Securities" below.

SIMPLY SPEAKING ...

MORTGAGED-BACKED SECURITIES
A mortgaged-backed security pools all interest and principal payments from the
underlying mortgages and pays it to the security's owner. The mortgages
underlying mortgaged-backed securities may mature or be paid off before the
stated maturity date. This has four drawbacks. First, the Fund may lose money
on its investment. Second, the monthly income payments to the Fund may
fluctuate. Third, we cannot predict the maturity of the Fund's investment with
certainty. Fourth, we would invest any resulting proceeds elsewhere, generally
at lower interest rates.

PERFORMANCE INFORMATION

THIS BAR CHART SHOWS CHANGES IN THE PERFORMANCE OF THE FUND'S TRUST SHARES FROM
YEAR TO YEAR FOR ____ YEARS.*

[BAR CHART]

<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
----------------------------------------------------------
<S> <C>
____% ____%
(Date ) (Date)
</TABLE>

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDING DECEMBER 31, 1998 TO THOSE OF THE LEHMAN GOVERNMENT/CORPORATE BOND INDEX.

<TABLE>
<CAPTION>
SINCE FUND
1 YEAR 3 YEARS 5 YEARS INCEPTION
--------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Grade Bond Fund X.XX% X.XX% X.XX% X.XX%

Lehman Brothers
Government/Corporate Bond
Index X.XX% X.XX% X.XX% X.XX%
</TABLE>

SIMPLY SPEAKING ...

Page 11 of 30
<PAGE>

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 advisor
and does not pay any commissions or expenses. If an index had expenses, its
performance would be lower. The Lehman Brothers Government/Corporate Bond Index
is a widely recognized index of government and corporate debt securities rated
investment grade or better, with maturities of at least 1 year.

FUND EXPENSES

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

ANNUAL FUND OPERATING EXPENSES

<TABLE>
<S> <C>
Investment Advisory Fees .XX%
Other Expenses .XX%
-----
Total Annual Fund Operating Expenses X.XX%
</TABLE>

SIMPLY SPEAKING ...

FUND EXPENSES

Unlike an index, every mutual fund has operating expenses to pay for
professional advisory, shareholder, distribution, administration and custody
services. The Fund's expenses in the table are shown as a percentage of the
Fund's net assets. These expenses are deducted from the Fund's assets. The
table shows the highest expenses that could be currently charged to the Fund.
Actual expenses are lower because the Advisor is voluntarily waiving a portion
of its fees. ACTUAL INVESTMENT ADVISORY FEES AND TOTAL OPERATING EXPENSES ARE
[ %] AND [ %], RESPECTIVELY. The Advisor could discontinue this voluntary
waiver at any time. For more information about these fees, see "Investment
Advisors".

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------------------------------------------------
<S> <C> <C> <C>
$XXX $XXX $XXX $XXX
</TABLE>

Page 12 of 30
<PAGE>

MID-CAP EQUITY FUND

FUND SUMMARY

Investment Goal Capital appreciation

Investment Focus U.S. mid-cap common stocks

Share Price Volatility Moderate to high

Principal Investment Strategy Attempts to identify companies with
above average growth potential at an
attractive price

Investor Profile Investors who want the value of their
investment to grow and who are willing
to accept more volatility for the
possibility of higher returns

TOP FIVE HOLDINGS AS OF ___________*

[Name of security] ____%
[Name of security] ____%
[Name of security] ____%
[Name of security] ____%
[Name of security] ____%

*Holdings may vary

INVESTMENT STRATEGY

The Mid-Cap Equity Fund invests primarily in a diversified portfolio of common
stocks and other equity securities of U.S. companies. In selecting investments
for the Fund, we choose companies that have small- to mid-sized market
capitalizations (i.e., companies with market capitalizations of $500 million to
$7 billion) and that offer above average growth potential at attractive prices.
We evaluate companies based on their industry sectors and the market in general.
The Fund maintains large holdings in the industries that appear to perform best
during a given business cycle. We analyze companies that are in favored
industries based on their fundamental characteristics, such as growth rates and
earnings. We do not consider current income in selecting investments for the
Fund. Due to its investment strategy, the Fund may buy and sell securities
frequently. This may result in higher transaction costs.

WHAT ARE THE RISKS OF INVESTING IN THIS FUND?

Page 13 of 30
<PAGE>

The Fund invests primarily in mid-cap common stocks. As a result, the Fund is
subject to the risk that stock prices will fall over short or extended periods
of time. Stock markets tend to move in cycles, with periods of rising prices
and periods of falling prices. This price volatility is the principal risk of
investing in the Fund. In addition, small- to mid-sized companies may be more
vulnerable to adverse business or economic events than larger, more established
companies. In particular, these companies may have somewhat limited product
lines, markets and financial resources, and may depend upon a relatively small-
to medium-sized management group.

PERFORMANCE INFORMATION

THIS BAR CHART SHOWS CHANGES IN THE PERFORMANCE OF THE FUND'S TRUST SHARES FROM
YEAR TO YEAR FOR ____ YEARS.*

[BAR CHART]

<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
----------------------------------------------------------
<S> <C>
____% ____%
(Date ) (Date)

</TABLE>

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDING DECEMBER 31, 1998 TO THOSE OF THE S&P MIDCAP 400 INDEX.

<TABLE>
<CAPTION>
SINCE FUND
1 YEAR 3 YEARS INCEPTION
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Mid-Cap Equity Fund X.XX% X.XX% X.XX%
S&P MidCap 400 Index X.XX% X.XX% X.XX%
</TABLE>

*SINCE [INCEPTION DATE]
**SINCE [CALC. DATE FOR INDEX]

SIMPLY SPEAKING...

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 advisor
and does not pay any commissions or expenses. If an index had expenses, its
performance would be lower. The S&P MidCap 400 Index is a widely recognized
index of 400 U.S. mid-cap common stocks chosen for market size, liquidity, and
industry group representation.

Page 14 of 30
<PAGE>

FUND EXPENSES

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

ANNUAL FUND OPERATING EXPENSES

<TABLE>
<S> <C>
Investment Advisory Fees .XX%
Other Expenses .XX%
-----
Total Annual Fund Operating Expenses X.XX%
</TABLE>

SIMPLY SPEAKING ...

FUND EXPENSES

Unlike an index, every mutual fund has operating expenses to pay for
professional advisory, shareholder, distribution, administration and custody
services. The Fund's expenses in the table are shown as a percentage of the
Fund's net assets. These expenses are deducted from the Fund's assets. The
table shows the highest expenses that could be currently charged to the Fund.
Actual expenses are lower because the Advisor is voluntarily waiving a portion
of its fees. ACTUAL INVESTMENT ADVISORY FEES AND TOTAL OPERATING EXPENSES ARE
[ %] AND [ %], RESPECTIVELY. The Advisor could discontinue this voluntary
waiver at any time. For more information about these fees, see "Investment
Advisors"."

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------------------------------------------------
<S> <C> <C> <C>
$XXX $XXX $XXX $XXX
</TABLE>

Page 15 of 30
<PAGE>

SMALL CAP EQUITY FUND

FUND SUMMARY

Investment Goal
Primary Goal Capital appreciation
Secondary Goal Current income

Investment Focus U.S. small-cap common stocks

Share Price Volatility Moderate

Principal Investment Strategy Attempts to identify undervalued
small-cap stocks

Investor Profile Investors who primarily want the value
of their investment to grow, but want
to receive some income from their
investment

TOP FIVE HOLDINGS AS OF ___________*

[Name of security] ____%
[Name of security] ____%
[Name of security] ____%
[Name of security] ____%
[Name of security] ____%

*Holdings may vary

INVESTMENT STRATEGY

The Small Cap Equity Fund primarily invests in common stocks of U.S. companies.
In selecting investments for the Fund, we choose common stocks of small-sized
companies (i.e., companies with market capitalizations under $1 billion) that we
believe are undervalued in the market. The Fund is diversified as to issuers
and industries.

WHAT ARE THE RISKS OF INVESTING IN THIS FUND?

The Fund invests primarily in small-cap common stocks. As a result, the Fund is
subject to the risk that stock prices will fall over short or extended periods
of time. Stock markets tend to move in cycles, with periods of rising prices
and periods of falling prices. This price volatility is the principal risk of
investing in the Fund. In addition, small sized companies may

Page 16 of 30
<PAGE>

be more vulnerable to adverse business or economic events than larger, more
established companies. In particular, small-sized companies may have limited
product lines, markets and financial resources, and may depend upon a relatively
small management group.

PERFORMANCE INFORMATION

THIS BAR CHART SHOWS CHANGES IN THE PERFORMANCE OF THE FUND'S TRUST SHARES FROM
YEAR TO YEAR FOR ____ YEARS.*

[BAR CHART]

<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
----------------------------------------------------------
<S> <C>
____% ____%
(Date ) (Date)
</TABLE>

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDING DECEMBER 31, 1998 TO THOSE OF THE FRANK RUSSELL 2000 SMALL STOCK INDEX.

<TABLE>
<CAPTION>
SINCE FUND
1 YEAR 3 YEARS INCEPTION
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Small Cap Equity Fund X.XX% X.XX% X.XX%
Frank Russell 2000 Small Stock Index X.XX% X.XX% X.XX%
</TABLE>

*Since [inception date]
**Since [calc. date for index]

SIMPLY SPEAKING...

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 advisor
and does not pay any commissions or expenses. If an index had expenses, its
performance would be lower. The Frank Russell 2000 Small Stock Index is a
widely recognized index of the 2,000 smallest U.S. companies out of the 3,000
largest companies.

Page 17 of 30
<PAGE>

FUND EXPENSES

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

ANNUAL FUND OPERATING EXPENSES

<TABLE>
<S> <C>
Investment Advisory Fees .XX%
Other Expenses .XX%
-----
Total Annual Fund Operating Expenses X.XX%
</TABLE>

SIMPLY SPEAKING ...

FUND EXPENSES

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------------------------------------------------
<S> <C> <C> <C>
$XXX $XXX $XXX $XXX
</TABLE>

Page 18 of 30
<PAGE>

VALUE INCOME STOCK FUND

FUND SUMMARY

Investment Goal
Primary Goal Current income
Secondary Goal Capital appreciation

Investment Focus U.S. common stocks

Share Price Volatility Moderate

Principal Investment Strategy Attempts to identify high dividend-
paying, undervalued stocks

Investor Profile Investors who are looking for current
income and capital appreciation with
less volatility than the average stock
fund

TOP FIVE HOLDINGS AS OF ___________*

[Name of security] ____%
[Name of security] ____%
[Name of security] ____%
[Name of security] ____%
[Name of security] ____%

*Holdings may vary

INVESTMENT STRATEGY

The Value Income Stock Fund invests primarily in common stocks and other equity
securities of U.S. companies. In selecting investments for the Fund, we
primarily choose companies that have a market capitalization of at least $500
million and that have a history of paying regular dividends. We focus on high
dividend-paying stocks that trade below their historical value. Our "bottom-up"
approach to stock selection emphasizes individual stocks over economic trends.

WHAT ARE THE RISKS OF INVESTING IN THIS FUND?

Page 19 of 30
<PAGE>

investing in the Fund. In addition, common stocks held by the Fund may stop
paying dividends or pay less in dividends than we expected.

PERFORMANCE INFORMATION

THIS BAR CHART SHOWS CHANGES IN THE PERFORMANCE OF THE FUND'S TRUST SHARES FROM
YEAR TO YEAR FOR ____ YEARS.*

[BAR CHART]

<TABLE>
<CAPTION>
BEST QUARTER WORST QUARTER
----------------------------------------------------------
<S> <C>
____% ____%
(Date ) (Date)
</TABLE>

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDING DECEMBER 31, 1998 TO THOSE OF THE S&P/BARRA VALUE 500 INDEX.

<TABLE>
<CAPTION>
SINCE FUND
1 YEAR 3 YEARS 5 YEARS INCEPTION
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Value Income Stock Fund X.XX% X.XX% X.XX% X.XX%
S&P/Barra Value 500 Index X.XX% X.XX% X.XX% X.XX%
</TABLE>

*Since [inception date]
**Since [calc. date for index]

SIMPLY SPEAKING ...

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 advisor
and does not pay any commissions or expenses. If an index had expenses, its
performance would be lower. The S&P/Barra Value 500 Index is a widely
recognized index of the stocks in the S&P 500 Index that have lower
price-to-book ratios.

FUND EXPENSES

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

Page 20 of 30
<PAGE>

ANNUAL FUND OPERATING EXPENSES

<TABLE>
<S> <C>
Investment Advisory Fees .XX%
Other Expenses .XX%
-----
Total Annual Fund Operating Expenses X.XX%
</TABLE>

SIMPLY SPEAKING ...

FUND EXPENSES

EXAMPLE

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------------------------------------------------------------------------
<S> <C> <C> <C>
$XXX $XXX $XXX $XXX
</TABLE>

Page 21 of 30
<PAGE>

More Information About Risk

Equity Risk - Equity securities include public Capital Growth Fund
and privately issued equity securities, common
and preferred stocks, warrants, rights to Mid-Cap Equity Fund
subscribe to common stock and convertible
securities, as well as instruments that attempt Small-Cap Equity Fund
to track the price movement of equity indices.
Investments in equity securities and equity Value Income Stock Fund
derivatives in general are subject to market
risks that may cause their prices to fluctuate
over time. The value of securities convertible
into equity securities, such as warrants or
convertible debt, is also affected by
prevailing interest rates, the credit quality
of the issuer and any call provision.
Fluctuations in the value of equity securities
in which a mutual fund invests will cause a
fund's net asset value to fluctuate. An
investment in a portfolio of equity securities
may be more suitable for long-term investors
who can bear the risk of these share price
fluctuations.

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

MORTGAGE-BACKED SECURITIES -Mortgage- Investment Grade Bond Fund
backed securities are fixed income
securities representing an interest in a
pool of underlying mortgage loans. They
are sensitive to changes in interest
rates, but may respond to these changes
differently from other fixed income
securities due to the possibility of
prepayment of the underlying mortgage
loans. As a result, it may not be
possible to determine in advance the
actual maturity date or average life of
a mortgage-backed security. Rising
interest rates tend to discourage
refinancings, with the result that the
average life and volatility of the
security will increase exacerbating its
decrease in market price. When interest
rates fall, however, mortgage-backed

Page 22 of 30
<PAGE>

securities may not gain as much in
market value because of the expectation
of additional mortgage prepayments that
must be reinvested at lower interest
rates. Prepayment risk may make it
difficult to calculate the average
maturity of a portfolio of mortgage-
backed securities and, therefore, to
assess the volatility risk of that
portfolio.

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.

In addition to these risks, certain
foreign securities may be subject to the
following additional risk factors:

CURRENCY RISK - Investments in foreign securities
denominated in foreign currencies involve International Equity Fund
additional risks, including:

- The value of a Fund's assets measured in U.S.
dollars may be affected by changes in currency
rates and in exchange control regulations.
- A Fund may incur substantial costs in

Page 23 of 30

<PAGE>

connection with conversions between various
currencies.
- A Fund may be unable to hedge against possible
variations in foreign exchange rates or to
hedge a specific security transaction or
portfolio position.
- Only a limited market currently exists for
hedging transactions relating to currencies in
certain emerging markets.

YEAR 2000 RISK -The Funds depend on All Funds
the smooth functioning of computer
systems in almost every aspect of
their business. Like other mutual
funds, businesses and individuals
around the world, the Funds could be
adversely affected if the computer
systems used by its service
providers do not properly process
dates on and after January 1, 2000,
and distinguish between the year
2000 and the year 1900. The Funds
have asked their service providers
whether they expect to have their
computer systems adjusted for the
year 2000 transition, and is seeking
assurances from each service
provider that they are devoting
significant resources to prevent
material adverse consequences to the
Funds. While it is likely that such
assurances will be obtained, the
Funds and their shareholders may
experience losses if these
assurances prove to be incorrect or
as a result of year 2000 computer
difficulties experienced by issuers
of portfolio securities or third
parties, such as custodians, banks,
broker-dealers or others with which
the Funds do business.

Page 24 of 30
<PAGE>

FUND INVESTMENTS

THE TABLE BELOW SHOWS EACH FUND'S PRINCIPAL INVESTMENTS. IN OTHER WORDS, THE
TABLE DESCRIBES THE TYPE OR TYPES OF INVESTMENTS THAT WE BELIEVE WILL MOST
LIKELY HELP EACH FUND ACHIEVE ITS INVESTMENT GOAL.

<TABLE>
<CAPTION>
INVESTMENT MID-CAP VALUE
CAPITAL INTERNATIONAL GRADE EQUITY SMALL-CAP INCOME
GROWTH FUND EQUITY FUND BOND FUND FUND EQUITY FUND STOCK FUND
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
U.S. STOCKS X X X X
- --------------------------------------------------------------------------------------------------------
FOREIGN STOCKS X
- --------------------------------------------------------------------------------------------------------
CORPORATE DEBT X
SECURITIES
- --------------------------------------------------------------------------------------------------------
MORTGAGE-BACKED X
SECURITIES
- --------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT X
SECURITIES
</TABLE>

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, which are described in detail in our Statement of
Additional Information (SAI). Of course, we cannot guarantee that any Fund will
achieve its investment goal.

The investments and strategies described in this prospectus are those that we
use under normal conditions. During unusual economic or market conditions, or
for temporary defensive or liquidity purposes, each Fund may invest up to 100%
of its assets in cash, money markets, repurchase agreements, and short-term
obligations. In addition, the Investment Grade Bond Fund may shorten its
average weighted maturity to as little as 90 days. The Small Cap Equity Fund
also may invest in investment grade fixed income securities and mid- to
large-cap common stocks. When a Fund is investing for temporary defensive
purposes, it is not pursuing its investment goal.

INVESTMENT ADVISOR

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

STI Capital Management, N.A., (STI), P.O. Box 3808, Orlando, Florida 32802,
serves as the Advisor to the Funds. As of _____, STI Capital Management, N.A.
had approximately _________ in assets under management. For the period ended
December 31, 1998, STI Capital Management, N.A. received advisory fees of:

Page 25 of 30
<PAGE>

<TABLE>
<S> <C>
CAPITAL GROWTH FUND _____%
INTERNATIONAL EQUITY FUND _____%
INVESTMENT GRADE BOND FUND _____%
MID-CAP EQUITY FUND _____%
SMALL CAP EQUITY FUND _____%
VALUE INCOME STOCK FUND _____%
</TABLE>

PORTFOLIO MANAGERS

Mr. Anthony R. Gray has served as Chairman and Chief Investment Officer of STI
since 1979. He has managed the Capital Growth Fund since it began operating in
October 1995. He has more than 30 years of investment experience.

Mr. L. Earl Denney, CFA has served as Senior Vice President of STI since 1983.
He has managed the Investment Grade Bond Fund since it began operating in
October 1995. He has more than 20 years of investment experience in fixed income
investment management. Prior to joining STI, he served as fixed income
portfolio manager with American National Bank.

Mr. Ned Dau has served as Managing Director of STI since 1997. He has managed
the International Equity Fund since May 1997. He has more than 6 years of
investment experience. Prior to joining STI, he served as senior international
equity analyst for American Express Financial Advisors from 1996 to 1997 and for
the Principal Financial Group from 1992 to 1995.

Mr. Elliott A. Perny has served as Senior Executive Vice President of STI since
September 1992. He has managed the Mid-Cap Equity Fund since October 1996. He
has more than 25 years of investment experience, and has been a portfolio
manager with STI since 1991. Prior to joining STI, he served as a portfolio
manager at Florida National Bank and Atlantic Bank.

Mr. Brett Barner, CFA, has served as Vice President of STI since 1994. He has
managed the Small Cap Equity Fund since it began operating in October 1997. He
has more than 10 years of investment experience, and had been a portfolio
manager with STI since 1990. Prior to joining STI, he served as consultant with
Drexel Burnham Lambert and Shearson Lehman Brothers.

Mr. Mills Riddick, CFA, has served as Managing Director of STI since 1994. He
has managed the Value Income Stock Fund since it began operating in October
1995. He has more than 15 years of investment experience, and had been a
portfolio manager with STI since 1989. Prior to joining STI, he served as a
broker with Drexel Burnham Lambert.

Page 26 of 30
<PAGE>

PURCHASING AND SELLING FUND SHARES

HOW TO PURCHASE FUND SHARES

Generally, you may not purchase Fund shares directly. Rather, fund shares are
sold to insurance companies for their separate accounts. Separate accounts are
used by insurance companies to fund variable life insurance and variable annuity
contracts. As a result, you as a customer of an insurance company may purchase
Fund shares through these contracts. An insurance company purchases and redeems
shares of each Fund based on, among other things, the amount of net contract
premiums or purchase payments transferred to the separate accounts, transfers to
or from a separate account investment division, policy loans, repayments and
benefit payments to the terms of the Contract at the Fund's net asset value per
share calculated as of that same day. Please refer to the Contract prospectus
for information on how to make investments and redemptions.

SIMPLY SPEAKING ...

WHEN CAN YOU PURCHASE SHARES?
Shares are offered continuously and may be purchased on any day that the New
York Stock Exchange is open for business (a Business Day).

The price per share (the offering price) will be the net asset value per share
(NAV) next determined after we receive your purchase order. We calculate each
Fund's 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,
to receive the current Business Day's NAV, generally we must receive your
purchase order (from your insurance company) before 4:00 p.m. Eastern time.

HOW WE CALCULATE NAV

In calculating NAV for the Fund, we generally value a Fund's portfolio at market
price. If market prices are unavailable or we think that they are unreliable,
fair value prices may be determined in good faith using methods approved by the
Board of Trustees. Some Funds hold portfolio securities that are listed on
foreign exchanges. These securities may trade on weekends or other days when
the Funds do not calculate NAV. As a result, the NAV of these Funds' shares may
change on days when you cannot purchase or sell Fund shares.

SIMPLY SPEAKING ...

NET ASSET VALUE
NAV for one Fund share is the value of that share's portion of all of the assets
in the Fund.

Page 27 of 30
<PAGE>

HOW TO SELL FUND SHARES

You may sell (sometimes called "redeem") your shares on any Business Day by
contacting your insurance company. All redemption requests will be processed
and payments will be made within seven days after tender. Your insurance
company will give you information about how to sell your shares. The sale price
of each share will be the next NAV determined after we receive your request from
your insurance company. Your insurance company or retirement plan sponsor may
have different cutoff times for determining NAV. Please refer to the Contract
prospectus for information on how to make investments and redemptions.

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

The Trust may suspend your right to sell your shares if the NYSE restricts
trading, the SEC declares an emergency or for other reasons. More information
about this is in our SAI.

OTHER INFORMATION

FINANCIAL HIGHLIGHTS

The tables that follows presents performance information about 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 has been audited by ____________________, independent public
accountants. Their report, along with each Fund's financial statements, appears
in the annual report that accompanies our SAI. You can obtain the annual
report, which contains more performance information, at no charge by calling
1-800-874-4700.

SIMPLY SPEAKING...

FINANCIAL HIGHLIGHTS
Study these tables to see how each Fund performed since it began investment
operations.

DIVIDENDS AND DISTRIBUTIONS

Each Fund distributes its income as follows:

Capital Growth Fund Quarterly
International Equity Fund Annually
Mid-Cap Equity Fund Quarterly
Small-Cap Equity Fund Quarterly
Value Income Stock Fund Quarterly
Investment Grade Bond Fund Declares dividend income daily/pays dividends
monthly

Page 28 of 30
<PAGE>

Each fund makes distributions of capital gains, if any, at least annually.
Dividends are paid in the form of additional shares.

SIMPLY SPEAKING ...

THE "RECORD DATE"
If you own Fund shares on a Fund's record date, you will be entitled to receive
the distribution.

TAXES

PLEASE CONSULT YOUR TAX ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL,
STATE AND LOCAL INCOME TAXES. Below we have summarized some important tax
issues that affect the Funds and their insurance company shareholders. This
summary is based on current tax laws, which may change. For more information
about the tax consequences of an investment in an insurance contract, see the
attached Contract prospectus.

The Funds expect that they will not have to pay income taxes if they distribute
all of their income gains. Net income and realized capital gains that the Funds
distribute are not currently taxable when left to accumulate within a variable
annuity or variable life insurance contract. For information on federal income
taxation of a life insurance company with respect to its receipt of
distributions from the Funds and federal income taxation of owners of variable
annuity or variable life insurance contracts, refer to the Contract prospectus.

MORE INFORMATION ABOUT TAXES IS IN OUR SAI.

Page 29 of 30
<PAGE>

STI CLASSIC VARIABLE TRUST

INVESTMENT ADVISOR
STI Capital Management, N.A.

DISTRIBUTOR
SEI Investments Distribution Co.

LEGAL COUNSEL
Morgan, Lewis & Bockius LLP

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

STATEMENT OF ADDITIONAL INFORMATION (SAI)

Our SAI dated May 1, 1999, includes detailed information about the STI Classic
Variable Trust. 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 Fund's
managers about strategies, and recent market conditions and trends. The reports
also contain detailed financial information about the Funds.

TO OBTAIN MORE INFORMATION:
BY TELEPHONE: Call 1-800-874-4770

BY MAIL: Write to us
c/o SEI Investments Distribution Co.
Oaks, Pennsylvania 19456

BY INTERNET: http://www.suntrust.com

FROM THE SEC: You can also obtain documents, and other information about the
STI Classic Variable Trust, from 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 call 1-800-SEC-0330). 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 20549-6009. The
Fund's Investment Company Act registration number is 811-09032.

Page 30 of 30

<PAGE>
STI CLASSIC VARIABLE TRUST

Investment Advisor:

STI Capital Management, N.A.

This STATEMENT OF ADDITIONAL INFORMATION is not a prospectus. It is intended
to provide additional information regarding the activities and operations of the
Trust and should be read in conjunction with the Trust's prospectus dated May 1,
1999. Prospectuses may be obtained through the Distributor, SEI Investments
Distribution Co., Oaks, Pennsylvania 19456.

TABLE OF CONTENTS

<TABLE>
<S> <C>
The Trust................................................................. B-2
Description of Permitted Investments...................................... B-2
Investment Limitations.................................................... B-12
The Investment Advisor.................................................... B-14
The Administrator......................................................... B-16
The Distributor........................................................... B-16
Trustees and Officers of the Trust........................................ B-16
Computation of Yield...................................................... B-19
Calculation of Total Return............................................... B-20
Purchase and Redemption of Shares......................................... B-21
Net Asset Value--Pricing of Portfolio Securities.......................... B-21
Taxes..................................................................... B-22
Fund Transactions......................................................... B-24
Trading Practices and Brokerage........................................... B-25
Description of Shares..................................................... B-29
Shareholder Liability..................................................... B-29
5% and 25% Shareholders................................................... B-29
Limitation of Trustees' Liability......................................... B-30
Experts................................................................... B-30
Appendix.................................................................. A-1
Financial Statements...................................................... F-1
</TABLE>

May 1, 1999

<PAGE>
THE TRUST

STI Classic Variable Trust (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 April 18, 1995.
The Declaration of Trust permits the Trust to offer separate series ("Funds") of
units of beneficial interest ("shares"). Each share of each Fund represents an
equal proportionate interest in that portfolio. Shares of the Trust are issued
and redeemed only in connection with investments in and payments under variable
annuity contracts and variable life insurance policies of various life insurance
companies. This Statement of Additional Information relates to the Investment
Grade Bond Fund, Capital Growth Fund, Value Income Stock Fund, Mid-Cap Equity
Fund, International Equity Fund, and Small Cap Equity Fund. These various series
are collectively referred to herein as the "Funds."

DESCRIPTION OF PERMITTED INVESTMENTS

VARIABLE RATE MASTER DEMAND NOTES

Variable rate master demand notes may or may not be backed by bank letters
of credit. These notes permit the investment of fluctuating amounts at varying
market rates of interest pursuant to direct arrangements between the Fund, as
lender, and the 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 Advisor, be equivalent to the ratings applicable to
permitted investments for a Fund. The 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.

STRIPS

Separately Traded Interest and Principal Securities ("STRIPS") which are
component parts of U.S. Treasury Securities traded through the Federal
Book-Entry System. The Advisor will purchase only STRIPS that it determines are
liquid or, if illiquid, do not violate a Fund's investment policy concerning
investments in illiquid securities. While there is no limitation on the
percentage of a Fund's assets that may be comprised of STRIPS, the Advisor will
monitor the level of such holdings to avoid the risk of impairing investors'
redemption rights and of deviations in the value of the shares of the Funds.

U.S. GOVERNMENT AGENCY SECURITIES

Agencies of the United States Government which issue U.S. Government Agency
Securities 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 (E.G., GNMA), 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 (E.G., Fannie
Mae). 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.

B-2
<PAGE>
MORTGAGE-BACKED SECURITIES

Mortgage-backed securities are securities issued or guaranteed by U.S.
Government agencies or instrumentalities such as GNMA, Fannie Mae, and FHLMC.
Obligations of GNMA are backed by the full faith and credit of the United States
Government. Obligations of Fannie Mae and FHLMC are not backed by the full faith
and credit of the United States Government but are considered to be of high
quality since they are considered to be instrumentalities of the United States.
The market value and interest yield of these mortgage-backed securities can vary
due to market interest rate fluctuations and early prepayments of underlying
mortgages. These securities represent ownership in a pool of federally insured
mortgage loans with a maximum maturity of 30 years. However, due to scheduled
and unscheduled principal payments on the underlying loans, these securities
have a shorter average maturity and, therefore, less principal volatility than a
comparable 30-year bond. Since prepayment rates vary widely, it is not possible
to accurately predict the average maturity of a particular mortgage-backed
security. The scheduled monthly interest and principal payments relating to
mortgages in the pool will be "passed through" to investors. Government
mortgage-backed securities differ from conventional bonds in that principal is
paid back to the certificate holders over the life of the loan rather than at
maturity. As a result, there will be monthly scheduled payments of principal and
interest. In addition, there may be unscheduled principal payments representing
prepayments on the underlying mortgages. Although these securities may offer
yields higher than those available from other types of U.S. Government
securities, mortgage-backed securities may be less effective than other types of
securities as a means of "locking in" attractive long-term rates because of the
prepayment feature. For instance, when interest rates decline, the value of
these securities likely will not rise as much as comparable debt securities due
to the prepayment feature. In addition, these prepayments can cause the price of
a mortgage-backed security originally purchased at a premium to decline in price
to its par value, which may result in a loss.

The Investment Grade Bond Fund may also invest in privately issued
mortgage-backed securities. Two principal types of mortgage-backed securities
are collateralized mortgage obligations ("CMOs") and real estate mortgage
investment conduits ("REMICs"), which are rated in one of the two highest
categories by Standard & Poor's Corporation ("S&P") or Moody's Investors
Service, Inc. ("Moody's"). CMOs are securities collateralized by mortgages,
mortgage pass-throughs, mortgage pay-through bonds (bonds representing an
interest in a pool of mortgages where the cash flow generated from the mortgage
collateral pool is dedicated to bond repayment), and mortgage-backed bonds
(general obligations of the issuers payable out of the issuers' general funds
and additionally secured by a first lien on a pool of single family detached
properties). Many CMOs are issued with a number of classes or series which have
different expected maturities. Investors purchasing such CMOs are credited with
their portion of the scheduled payments of interest and principal on the
underlying mortgages plus all unscheduled prepayments of principal based on a
predetermined priority schedule. Accordingly, the CMOs in the longer maturity
series are less likely than other mortgage pass-throughs to be prepaid prior to
their stated maturity. Although some of the mortgages underlying CMOs may be
supported by various types of insurance, and some CMOs may be backed by GNMA
certificates or other mortgage pass-throughs issued or guaranteed by U.S.
Government agencies or instrumentalities, the CMOs themselves are not generally
guaranteed.

REMICs, which were authorized under the Tax Reform Act of 1986, are private
entities formed for the purpose of holding a fixed pool of mortgages secured by
an interest in real property. REMICs are similar to CMOs in that they issue
multiple classes of securities.

DETERMINING MATURITIES OF MORTGAGE-BACKED SECURITIES

Due to prepayments of the underlying mortgage instruments, mortgage-backed
securities do not have a known actual maturity. In the absence of a known
maturity, market participants generally refer to an estimated average life. The
Advisor believes that the estimated average life is the most appropriate measure
of the maturity of a mortgage-backed security. Accordingly, in order to
determine whether such security is a permissible investment for the Funds, it
will be deemed to have a remaining maturity equal to

B-3
<PAGE>
its average life as estimated by the Advisor. An average life estimate is a
function of an assumption regarding anticipated prepayment patterns. The
assumption is based upon current interest rates, current conditions in the
relevant housing markets and other factors. The assumption is necessarily
subjective, and thus different market participants could produce somewhat
different average life estimates with regard to the same security. There can be
no assurance that the average life as estimated by the Advisor will be the
actual average life.

ASSET-BACKED SECURITIES

Asset-backed securities include company receivables, truck and auto loans,
leases, and credit card receivables. These issues 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.

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 Advisor
monitors compliance with this requirement). Under all repurchase agreements
entered into by a Fund, the 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 a Fund is treated as an unsecured creditor and required to return
the underlying security to the seller's estate.

STANDBY COMMITMENTS AND PUTS

The purpose of engaging in transactions involving puts is to maintain
flexibility and liquidity to permit a Fund to meet redemptions and remain as
fully invested as possible in debt securities. The right to put securities
depends on the writer's ability to pay for the securities at the time the put is
exercised. Put transactions by the Funds are generally limited to institutions
which the Advisor believes present minimal credit risks, and the Advisor 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 a 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

B-4
<PAGE>
special cases, for example, to maintain portfolio liquidity. A 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 a 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, a Fund could seek to negotiate terms for the extension of such an
option. If such a renewal cannot be negotiated on terms satisfactory to a 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 a 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 a 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.

OBLIGATIONS OF SUPRANATIONAL AGENCIES

Obligations of supranational agencies include those issued or guaranteed by
the Asian Development Bank, Inter-American Development Bank, International Bank
for Reconstruction and Development (World Bank), African Development Bank,
European Coal and Steel Community, European Economic Community, European
Investment Bank and Nordic Investment Bank.

WHEN-ISSUED SECURITIES

For securities purchased on a when-issued basis, delivery and payment
normally take place within 45 days after the date of commitment to purchase. A
Fund will only make commitments to purchase obligations on a when-issued basis
with the intention of actually acquiring the securities, but may sell them
before the settlement date. The when-issued securities are subject to market
fluctuation, and no interest accrues on these securities to the purchaser during
this period. The payment obligation and the interest rate that will be received
on these securities are each fixed at the time the purchaser enters into the
commitment. Purchasing 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 Custodian, and the Funds
will maintain cash or liquid securities in an amount at least equal in value to
a Fund's commitments to purchase when-issued securities. If the value of these
assets declines, a Fund will place additional liquid securities, 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.

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.

B-5
<PAGE>
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
Advisor to be of good standing and when, in the judgment of the Advisor, 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 the Advisor as a broker in these transactions.

FUTURES CONTRACTS AND OPTIONS ON FUTURES

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 previously
"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 positions in futures contracts. A margin deposit is
intended to assure completion of the contract (delivery or acceptance of the
underlying security) if it is not terminated prior to the specified delivery
date. Minimal initial margin requirements are established by the futures
exchange and may be changed. Brokers may establish deposit requirements which
are higher than the exchange minimums. Deposit requirements on futures contracts
customarily range upward from less than 5% of the value of the contract being
traded.

After a futures contract position is opened, the value of the contract is
marked to market daily. If the futures contract price changes to the extent that
the margin on deposit does not satisfy the required margin, payment of
additional "variation" margin will be required. Conversely, changes in the
contract value may reduce the required margin, resulting in a repayment of
excess margin to the contract holder. Variation margin payments are made to and
from the futures broker for as long as the contract remains open. The Funds
expect to earn interest income on their margin deposits.

Traders in futures contracts and related options may be broadly classified
as either "hedgers" or "speculators." Hedgers use the futures markets primarily
to offset unfavorable changes in the value of securities otherwise held or
expected to be acquired for investment purposes. Speculators are less inclined
to own the securities underlying the futures contracts which they trade, and use
futures contracts with the expectation of realizing profits from fluctuations in
the prices of underlying securities. The Funds intend to use futures contracts
and related options only for bona fide hedging purposes.

Regulations of the Commodity Futures Trading Commission applicable to the
Funds require that the futures transactions and related options constitute bona
fide hedging transactions, except that the International Equity Fund may enter
into such transactions for other than bona fide hedging purposes if the
aggregate initial margin and premiums required to establish such positions do
not exceed five percent of the liquidation value of the Fund's portfolio, after
taking into account unrealized profits and unrealized losses on any such
contracts it has entered into. The Funds will only sell futures contracts to
protect

B-6
<PAGE>
securities they own against price declines or purchase contracts to protect
against an increase in the price of securities they intend to purchase. As
evidence of this hedging interest, each Fund expects that approximately 75% of
its futures contract purchases will be "completed," that is, equivalent amounts
of related securities will have been purchased or are being purchased by the
Fund upon sale of open futures contracts.

Although techniques other than the sale and purchase of futures contracts
and options on futures contracts could be used to control the Funds' exposure to
market fluctuations, the use of futures contracts may be a more effective means
of hedging this exposure. While the Funds will incur commission expenses in both
opening and closing out futures positions, these costs are lower than
transaction costs incurred in the purchase and sale of the underlying
securities.

RISK FACTORS IN FUTURES TRANSACTIONS

Positions in futures contracts may be closed out only on an exchange which
provides a secondary market for such futures. However, there can be no assurance
that a liquid 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 futures contracts they hold. The inability to close options and
futures positions also could have an adverse impact on the ability to
effectively hedge it.

The Funds will minimize the risk that they will be unable to close out a
futures contract by entering into futures contracts only if they are traded on
national futures exchanges and for which there appears to be a liquid secondary
market.

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 Advisor does 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

B-7
<PAGE>
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 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.

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 a Fund of writing covered calls is
that the Fund receives a premium which is additional income. However, if the
security rises in value, the Fund 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 a 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. Conversely, a gain resulting from a
decline 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 a
Fund 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.

B-8
<PAGE>
FOREIGN INVESTMENTS

Foreign investments 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 and Yankee Certificates of
Deposit, and investments in Canadian Commercial Paper, foreign securities, and
American Depositary Receipts (ADRs). These instruments may subject the Fund to
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.

By investing in foreign securities, a Fund attempts 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
the 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 a Fund that
invests in foreign securities, when included in appropriate amounts in a
portfolio otherwise consisting of domestic securities, may provide a source of
increased diversification. Each Fund seeks 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 Fund 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 a Fund's
investments in another country's markets.

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") absent an
exemption from registration. Permitted investments for the Fund include
Restricted Securities, and the Fund may invest up to 15% of its net assets in
illiquid securities, subject to the Fund's investment limitations on the
purchase of illiquid securities. Restricted Securities, including securities
eligible for re-sale under Rule 144A of the 1933 Act, that are determined to be
liquid are not subject to this limitation. This determination is to be made by
the Fund's Advisor pursuant to guidelines adopted by the Board of Trustees.
Under these guidelines, the Advisor 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, the Advisor intends to purchase securities that are
exempt from registration under Rule 144A of the 1933 Act.

INVESTMENT COMPANY SHARES

Investment companies typically incur fees that are separate from those fees
incurred directly by a Fund. A Fund's purchase of such investment company
securities results in the layering of expenses, such that Investors would
indirectly bear a proportionate share of the operating expenses of such
investment companies, including advisory fees.

B-9
<PAGE>
OTHER INVESTMENTS

The Trust is not prohibited from investing in obligations of banks which are
clients of SEI Investments Company ("SEI Investments"), the parent company of
the Administrator and the Distributor. However, the purchase of shares of the
Trust by such banks or by their customers will not be a consideration in
determining which bank obligations the Trust will purchase. The Trust will not
purchase obligations issued by the Advisor.

Investors will receive written notification at least thirty days prior to
any change in a Fund's investment objective.

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 a
Fund's outstanding shares.

A Fund 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 ("SEC") 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 Investment Grade Bond Fund and the
Value Income Stock Fund may engage in securities lending as described in the
Prospectus and in this Statement of Additional Information.

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

6. Purchase or sell real estate, real estate limited partnership interests,
commodities or commodities contracts (except for financial futures
contracts) and interests in a pool of securities that are secured by
interests in real estate (except that the Investment Grade Bond Fund may
purchase mortgage-backed and other mortgage-related securities, including
collateralized obligations and REMICs). However, subject to its permitted
investment spectrum, a Fund may purchase marketable securities issued by
companies which own or invest in real estate, commodities or commodities
contracts, and commodities contracts relating to financial instruments, such
as financial futures contracts and options on such contracts.

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.

B-10
<PAGE>

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

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

NON-FUNDAMENTAL POLICY

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 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.

THE INVESTMENT ADVISOR

The Trust and STI Capital Management, N.A. (the "Advisor") have entered into
an advisory agreement with the Trust (the "Advisory Agreement") dated August 18,
1995. The Advisory Agreement provides that the Advisor shall not be protected
against any liability to the Trust or its Investors 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 Advisor but excluding
interest, taxes, brokerage, litigation, and other extraordinary expenses)
exceeds limitations established by certain states, the Advisor and/or the
Administrator will bear the amount of such excess. The Advisor 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 the
Agreement or "interested persons" of any party thereto, cast in person at a
meeting called for the purpose of voting on such approval. The 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 Advisor, or
by the Advisor on 90 days' written notice to the Trust.

B-11
<PAGE>
For the period from commencement of operations to the fiscal years ended
December 31, 1997 and 1996, the Trust paid the following advisory fees:

<TABLE>
<CAPTION>
FEES PAID FEES WAIVED FEES REIMBURSED
---------------------------------- --------------------------------- --------------------------------
FUND 1998 1997 1996 1998 1997 1996 1998 1997 1996
- ----------------------- --------- ---------- ----- --------- ---------- ---------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Grade Bond
Fund................. $ 0 $ 0 $ 62,794 $ 43,428 $ 7,738 $ 75,378
Capital Growth Fund.... $ 310,665 $ 0 $ 197,598 $ 139,019 $ 0 $ 15,315
Investment Grade Bond
Fund................. $ 0 $ 0 $ 62,794 $ 43,428 $ 7,738 $ 75,378
Value Income Stock
Fund................. $ 274,723 $ 0 $ 151,040 $ 117,840 $ 0 $ 29,252
Mid-Cap Equity Fund.... $ 99,442 $ 0 $ 117,543 $ 93,734 $ 0 $ 39,742
International Equity
Fund................. $ 0 * $ 99,955 $ 650 $ 0 $ 14,878
Small Cap Equity
Fund................. $ 0 * $ 13,804 * $ 3,681 *
</TABLE>

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

* Not in operation.

THE ADMINISTRATOR

The Trust and SEI Fund Resources (the "Administrator") are parties to an
Administration Agreement (the "Administration Agreement") dated August 18, 1995.
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 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.

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"), 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
to the following other mutual funds: The Achievement Funds Trust, The Advisors'
Inner Circle Fund, The Arbor Fund, ARK Funds, Armada Funds, Bishop Street Funds,
Boston 1784 Funds-Registered Trademark-, CrestFunds, Inc., CUFUND, The
Expedition Funds, First American Funds, Inc., First American Investment Funds,
Inc., First American Strategy Funds, Inc., HighMark Funds, Huntington Funds, The
Nevis Fund, Inc., Oak Associates Funds, The PBHG Funds, Inc., PBHG Advisor
Funds, Inc., PBHG Insurance Series Fund, Inc., The Pillar Funds, SEI Asset
Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional
International Trust, SEI Institutional International Investments Trust, SEI
Institutional Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, STI
Classic Funds, TIP Funds and Alpha Select Funds.

B-12
<PAGE>

For the period from commencement of operations to the fiscal years ended
December 31, 1998, 1997, and 1996, the Funds paid the following administrative
fees:

<TABLE>
<CAPTION>
FEES PAID FEES WAIVED
-------------------------------- ---------------------------------
FUND 1998 1997 1996 1998 1997 1996
- -------------------------------------------------- --------- ---------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Investment Grade Bond Fund........................ $ 62,603 $ 62,500 $ 0 $ 0
Capital Growth Fund............................... $ 62,603 $ 62,500 $ 0 $ 0
Value Income Stock Fund........................... $ 62,603 $ 62,500 $ 0 $ 0
Mid-Cap Equity Fund............................... $ 62,603 $ 62,500 $ 0 $ 0
International Equity Fund......................... $ 74,981 $ 11,066 $ 0 $ 0
Small Cap Equity Fund............................. $ 11,815 * $ 0 *
</TABLE>

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

* Not in operation.

THE DISTRIBUTOR

SEI Financial Services Company (the "Distributor"), a wholly-owned
subsidiary of SEI Investments distributes the Trust's Shares to the separate
accounts, which purchase and redeem these shares at the net asset value without
sales or redemption charges.

The Trust reserves the right to reject a purchase order when the Trust
determines that it is not in the best interest of the Trust to accept such
order.

With respect to the Trust, the Distributor may, from time to time and at its
own expense, provide promotional incentives, in the form of cash or other
compensation, to financial institutions whose representatives have sold or are
expected to sell significant amounts of these Funds.

TRUSTEES AND OFFICERS OF THE TRUST

The management and affairs of the Trust are supervised by the Trustees under
the laws governing business trusts in the Commonwealth of Massachusetts. The
Trustees and executive officers of the Trust and their dates of birth and their
principal occupations for the last five years are set forth below. Unless
otherwise noted, the principal business address for each officer listed below is
Oaks, Pennsylvania 19456.

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, 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.

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--President, Orange County Publishing
Co., Inc., since October 1981. Publisher of the Paoli News and the Paoli
Republican and Editor of the Paoli Republican since January, 1981. President, H
& W Distribution, Inc. since July 1984. 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.
Trustee, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds,
SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI
International Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust and STI
Classic Funds.

B-13
<PAGE>
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.

DR. BERNARD F. SLIGER (9/30/24)--Trustee--Currently on sabbatical leave from
Florida State University (1991-92); now serves as visiting professor at the
University of New Orleans. President of Florida State University, 1976-91;
previous 4 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.

JESSE HALL (9/26/29)--Trustee*--Executive Vice President, SunTrust Banks,
Inc., 1985-1994; Director of Crawford & Company since 1979; Member, Atlanta
Estate Planning Council, 1988-1993.

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.

WILLIAM H. CAMMACK (11/24/29)--Trustee*--Chairman & Director, SunTrust
Equitable Securities Corporation, January 1998-present. Chairman and CEO,
Equitable Asset Management, Inc., December 1993-present. Chairman and CEO,
Equitable Trust Company, June 1991-present. Chariman, Equityable Securities
Corporation, July 1972-January 1998.

MARK NAGLE (10/20/59)--President and Chief Executive Officer--Vice President
and Controller, Funds Accounting since 1996. Vice President of the Administrator
and Distributor since 1996, Vice Presdient of Fund Accounting--BISYS Fund
Services 1995-1996. Senior Vice President--Fidelity Investments 1981-1995.

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

LINDA GAVALIS (6/5/94)--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.

KATHY HEILIG (12/21/58)--Vice President and Assistant Secretary--Treasurer
of SEI Investments Company since 1997. Assistant Controller of SEI Investments
Company since 1995. Vice President of SEI Investments Company since 1991.

JOSEPH M. O'DONNELL (11/13/54)--Vice President and Assistant Secretary--Vice
President and Assistant Secretary of the Administrator and the Distributor since
1988. Vice President and General Counsel, FPS Services, Inc., 1993-1997.

SANDRA K. ORLOW (10/18/53)--Vice President, Assistant Secretary--Vice
President and Assistant Secretary of SEI, the Administrator and Distributor
since 1983.

LYNDA J. STRIEGEL (10/30/48)--Vice President and Assistant Secretary--Vice
President and Assistant Secretary of the Administrator and the Distributor since
1998. Senior Asset Management Counsel, Barnett Banks, Inc., 1997-1998, Partner,
Groom and Nordberg, Chartered, 1996-1997. Associate General Counsel, Riggs Bank,
N.A., 1991-1995.

KEVIN P. ROBINS (4/15/61)--Vice President, Assistant Secretary--Senior Vice
President & General Counsel of SEI, the Administrator and the Distributor since
1994; Vice President of SEI, the Administrator and the Distributor, 1992-1994.

B-14
<PAGE>

KATHRYN L. STANTON (11/19/58)--Vice President, Assistant Secretary--Vice
President, Assistant Secretary of SEI, the Administrator and Distributor since
1994.

CAROL ROONEY (5/8/64)--Controller, Treasurer, Chief Financial Officer, A
Director of SEI Fund Resources since 1992.

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.

JOHN H. GRADY, JR. (6/1/61)--Assistant Secretary--1701 Market Street,
Philadelphia, Pennsylvania 19103. Partner, Morgan, Lewis & Bockius LLP (law
firm) since 1995, counsel to the Trust, Administrator and Distributor.
Associate, Morgan, Lewis & Bockius LLP, 1993-1995.

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

* Messrs. Looney, Goodrum, McNair, Hall and Cammack 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 December 31, 1998, the Trust paid the following
amounts of the Trustees and Officers of the Trust:

<TABLE>
<CAPTION>
PENSION OR
AGGREGATE RETIREMENT TOTAL
COMPENSATION BENEFITS ESTIMATED COMPENSATION FROM
FROM ACCRUED ANNUAL REGISTRANT AND
REGISTRANT AS PART OF BENEFITS UPON FUND COMPLEX PAID TO
NAME OF PERSON AND POSITION FOR FYE 98 FUND EXPENSES RETIREMENT DIRECTORS FOR FYE 98
- ---------------------------------------------- ------------- ------------- ------------- ----------------------------------
<S> <C> <C> <C> <C>
William H. Cammack, Trustee................... -- $ 0 $ 0 $ for services on 2 boards
T. Gordy Germany, Trustee..................... -- $ 0 $ 0 $ for services on 2 boards
F. Wendell Gooch, Trustee..................... -- $ 0 $ 0 $ for services on 2 boards
Daniel S. Goodrum, Trustee.................... -- $ 0 $ 0 $ for services on 2 boards
Jesse S. Hall, Trustee........................ -- $ 0 $ 0 $ for services on 2 boards
Wilton Looney, Trustee........................ -- $ 0 $ 0 $ for services on 2 boards
Champney McNair, Trustee...................... -- $ 0 $ 0 $ for services on 2 boards
Bernard F. Sliger, Trustee.................... -- $ 0 $ 0 $ for services on 2 boards
Jonathan T. Walton, Trustee................... -- $ 0 $ 0 $ for services on 2 boards
</TABLE>

COMPUTATION OF YIELD

A Fund may advertise yield. These figures will be based on historical
earnings and are not intended to indicate future performance. The yield of a
Fund refers to the annualized income generated by an investment in such Fund
over a specified 30-day period. The yield is calculated by assuming that the
income generated by the investment during that period is generated over a one
year period and is shown as a percentage of the investment. In particular, yield
will be calculated according to the following formula:

Yield = 2[(a-b/cd + 1)(6) - 1], where a = dividends and interest earned
during the period; b = expenses accrued for the period (net of
reimbursement); c = the current 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.

B-15
<PAGE>
Actual yield will depend on such variables as asset quality, average asset
maturity, the type of instruments in which a Fund invests, changes in interest
rates on money market instruments, changes in the expenses of the Fund and other
factors.

CALCULATION OF TOTAL RETURN

From time to time, a Fund may advertise total return. The total return of a
Fund refers to the average compounded rate of return to a hypothetical
investment for designated time periods (including, but not limited to, the
period from which the Fund commenced operations through the specified date),
assuming that the entire investment is redeemed at the end of each period. In
particular, total return will be calculated according to the following formula:

P(1 + T)(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 Advisor
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. SunTrust Bank's investment advisory affiliate, STI Capital Management,
N.A., acting as the investment advisor for the Funds, STI has been in the top 1%
of the SEI Funds Evaluation database for equity managers over the past ten
years. SEI's database includes research data on over 1,000 investment managers
responsible for over $450 billion in assets.

For the 30-day period ended December 31, 1998, yields on the Funds were as
follows:

<TABLE>
<CAPTION>
FUND YIELD
- ------------------------------------------------------------------------------------------------ ---------
<S> <C>
Investment Grade Bond Fund......................................................................
Capital Growth Fund.............................................................................
Value Income Stock Fund.........................................................................
Mid-Cap Equity Fund.............................................................................
International Equity Fund.......................................................................
Small Cap Equity Fund...........................................................................
</TABLE>

Based on the foregoing, the average annual total returns for the Funds from
commencement of operations through December 31, 1998 were as follows:

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL
RETURN
--------------------------
SINCE
FUND ONE YEAR INCEPTION
- ---------------------------------------------------------------------------- ---------- --------------
<S> <C> <C>
Investment Grade Bond Fund..................................................
Capital Growth Fund.........................................................
Value Income Stock Fund.....................................................
Mid-Cap Equity Fund.........................................................
International Equity Fund...................................................
Small Cap Equity Fund.......................................................
</TABLE>

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

* Not a full year of operations

** Cumulative, not annualized.

PURCHASE AND REDEMPTION OF 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 the days the following holidays

B-16
<PAGE>
are observed: New Year's Day, Presidents' Day, Martin Lurther King, Jr. Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.

It is currently the Trust's policy to pay for all redemptions in cash. The
Trust retains the right, however, to alter this policy to provide for
redemptions in whole or in part by a distribution in-kind of readily marketable
securities held by the Funds in lieu of cash. Investors may incur brokerage
charges on the sale of any such securities so received in payment of
redemptions. An Investor 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 New York Stock Exchange ("NYSE") is restricted, or during the existence of
an emergency (as determined by the SEC 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 SEC 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, the Advisor, the Administrator and/or the Custodian are not open
for business.

NET ASSET VALUE--PRICING OF PORTFOLIO SECURITIES

The net asset value per share of the Funds is determined at the close of
regular trading on the NYSE (normally 4:00 p.m., Eastern time), each business
day the NYSE is open. Net asset value per share is calculated for purchases and
redemptions of Shares of each Fund by dividing the value of total Fund assets,
less liabilities (including Trust expenses, which are accrued daily), by the
total number of Shares of that Fund outstanding. The net asset value per share
of each Fund is determined each business day at the close of business.

The securities of the Funds 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 Investors. No attempt is made to present
a detailed explanation of the Federal tax treatment of a Fund or its Investors,
and the discussion here and in the Trust's prospectus is not intended as a
substitute for careful tax planning. Further, this discussion does not address
the tax considerations affecting any Contract Owner. Federal income tax
considerations affecting such Owners is discussed in the prospectus and the
statement of additional information for such Contract.

FEDERAL INCOME TAX

This discussion of Federal income tax considerations is based on the
Internal Revenue Code, 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.

In order to qualify for treatment as a regulated investment company ("RIC")
under the Code, the Funds must distribute annually to its Shareholders at least
the sum of 90% of its net investment income

B-17
<PAGE>

excludable from gross income plus 90% of its investment company taxable income
(generally, net investment income plus net short-term capital gain) (the
"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 RICs and other securities, with such other securities limited, in respect
to 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
RICs) of any one issuer, or of two or more issuers engaged in same or similar
businesses if a Fund owns at least 20% of the voting power of such issuers.

Notwithstanding the Distribution Requirement described above, which only
requires a Fund to distribute at least 90% of its annual investment company
taxable income and does not require any minimum distribution of net capital
gains (the excess of net long-term capital gains over net short-term capital
loss), a Fund will be subject to a nondeductible 4% excise tax to the extent it
fails to 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 on-year period
ending on October 31 of that calendar year, plus certain other amounts. The
Funds intend 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.

Any gain or loss recognized on a sale or redemption of Shares of a Fund by
an Investor who is not a dealer in securities will generally be treated as a
long-term capital gain or loss if the shares have been held for more than twelve
months and otherwise will be generally treated as a short-term capital gain or
loss. 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 a long-term capital loss to the
extent of the long-term capital gain distributions.

STATE TAXES

A Fund is not liable for any income or franchise tax in Massachusetts if it
qualifies as a RIC for federal income tax purposes. Distributions by the Funds
to Investors and the ownership of shares may be subject to state and local
taxes.

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 a Fund meets the Distribution Requirement, and if more than 50% of the
value of the 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

B-18
<PAGE>

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 the 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-dividend with respect to such
dividend. If a Fund makes the election, the 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 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 Advisor 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 Advisor 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 Advisor
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 instances, there is no direct

B-19
<PAGE>
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 the Advisor, brokerage business to
brokers or dealers who provide brokerage and research services. These research
services include rendering advice, either directly or through publications or
writings, about 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 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 the Advisor 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.

The Advisor 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 the Funds may obtain, it is the
opinion of the Advisor 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 the Advisor, 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 the Advisor 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 the Advisor 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 remuneration received or to be received
by other brokers in connection with comparable transactions involving similar
securities being purchased or sold on a securities exchange

B-20
<PAGE>
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 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 December 31, 1998, the Funds paid the following
brokerage commissions with respect to portfolio transactions:

<TABLE>
<CAPTION>
TOTAL
TOTAL $ BROKERAGE
TOTAL $ AMOUNT % OF TOTAL COMMISSIONS
AMOUNT OF BROKERED % OF TOTAL BROKERED PAID TO SFS IN
BROKERAGE TRANSACTIONS BROKERAGE TRANSACTIONS CONNECTION
TOTAL $ COMMISSIONS TOTAL $ EFFECTED COMMISSIONS EFFECTED WITH
AMOUNT OF PAID TO AMOUNT OF THROUGH PAID TO THROUGH REPURCHASE
BROKERAGE AFFILIATED BROKERED AFFILIATED AFFILIATED AFFILIATED AGREEMENT
COMMISSIONS BROKERS IN TRANSACTIONS BROKERS IN BROKERS FOR BROKERS FOR TRANSACTIONS
PORTFOLIO PAID FYE 98 FYE 98 IN FYE 98 FYE 98 FYE 98 FYE 98 FOR FY 98
- ------------------------- ----------- ----------- ------------- ------------- ----------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Grade Bond
Fund...................
Capital Growth Fund......
Value Income Stock
Fund...................
Mid-Cap Equity Fund......
International Equity
Fund...................
Small Cap Equity Fund....
</TABLE>

For the fiscal year ended December 31, 1997, the Funds paid the following
brokerage commissions with respect to portfolio transactions:

<TABLE>
<CAPTION>
TOTAL
TOTAL $ BROKERAGE
TOTAL $ AMOUNT % OF TOTAL COMMISSIONS
AMOUNT OF BROKERED % OF TOTAL BROKERED PAID TO SFS IN
BROKERAGE TRANSACTIONS BROKERAGE TRANSACTIONS CONNECTION
TOTAL $ COMMISSIONS TOTAL $ EFFECTED COMMISSIONS EFFECTED WITH
AMOUNT OF PAID TO AMOUNT OF THROUGH PAID TO THROUGH REPURCHASE
BROKERAGE AFFILIATED BROKERED AFFILIATED AFFILIATED AFFILIATED AGREEMENT
COMMISSIONS BROKERS IN TRANSACTIONS BROKERS IN BROKERS FOR BROKERS FOR TRANSACTIONS
PORTFOLIO PAID FYE 97 FYE 97 IN FYE 97 FYE 97 FYE 97 FYE 97 FOR FY 97
- ------------------------- ----------- ----------- ------------- ------------- ----------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Grade Bond
Fund................... $ 383 $ 383 $ 27,686,424 $ 27,686,424 100% 100% $ 383
Capital Growth Fund...... $160,630 $2,094 $265,805,130 $100,907,270 1% 38% $2,094
Value Income Stock
Fund................... $183,900 $1,817 $192,519,449 $ 68,804,608 1% 36% $1,817
Mid-Cap Equity Fund...... $ 64,319 $ 788 $ 78,348,638 $ 41,694,684 1% 53% $ 788
International Equity
Fund................... $ 73,036 -- -- -- -- -- --
Small Cap Equity Fund.... $ 9,824 $ 74 $ 21,141,642 $ 15,299,943 1% 72% $ 74
</TABLE>

For the fiscal year ended December 31, 1996, the Funds paid the following
brokerage fees:

<TABLE>
<CAPTION>
TOTAL $ AMOUNT OF TOTAL $ AMOUNT OF BROKERAGE
BROKERAGE COMMISSIONS PAID COMMISSIONS PAID TO AFFILIATES IN
PORTFOLIO IN 1996 1996
- --------------------------------------- -------------------------- -----------------------------------
<S> <C> <C>
Investment Grade Bond Fund............. $ 332 $ 332
Capital Growth Fund.................... $ 48,683 $ 1051
Value Income Stock Fund................ $ 68,004 $ 733
Mid-Cap Equity Fund.................... $ 35,536 $ 547
International Equity Fund.............. $ 1,565 --
Small Cap Equity Fund.................. * *
</TABLE>

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

* Not in operation.

B-21
<PAGE>

For the period from the commencement of operations to the fiscal years ended
December 31, 1998, 1997 and 1996, the portfolio turnover rate for each of the
Funds was as follows:

<TABLE>
<CAPTION>
TURNOVER RATE
-------------------------------
FUND 1998 1997 1996
- ----------------------------------------------------------------------------- --------- --------- ---------
<S> <C> <C> <C>
Investment Grade Bond Fund................................................... 219% 303%
Capital Growth Fund.......................................................... 196% 148%
Value Income Fund............................................................ 105% .80%
Mid-Cap Equity Fund.......................................................... 139% 140%
International Equity Fund.................................................... 99% 0%
Small Cap Equity Fund........................................................ 4% *
</TABLE>

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

* Not in operation.

DESCRIPTION OF SHARES

The Declaration of Trust authorizes the issuance of an unlimited number 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. 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 Investor held personally liable for the
obligations of the Trust.

5% AND 25% SHAREHOLDERS

As of , the following persons were the only persons who were
record owners (or to the knowledge of the Trust, beneficial owners) of 5% or 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 1940 Act. The Trust believes that most of the shares
of the Funds were held for the record owner's fiduciary, agency or custodial
customers.

B-22
<PAGE>

<TABLE>
<S> <C> <C>
INVESTMENT GRADE BOND FUND

CAPITAL GROWTH FUND

VALUE INCOME STOCK FUND

MID-CAP EQUITY FUND

INTERNATIONAL EQUITY FUND

SMALL CAP EQUITY FUND

</TABLE>

B-23
<PAGE>
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 advisors, 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.

EXPERTS

The financial statements in this Statement of Additional Information have
been audited by , independent public accountants to the Trust, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing.

B-24
<PAGE>
APPENDIX

I. BOND RATINGS

*CORPORATE BONDS

The following are descriptions of Standard & Poor's Corporation ("S&P") and
Moody's Investors Service, Inc. ("Moody's") corporate bond ratings.

Bonds rated AAA have the highest rating S&P assigns to a debt obligation.
Such a rating indicates an extremely strong capacity to pay principal and
interest. Bonds rated AA also qualify as high-quality debt obligations. Capacity
to pay principal and interest is very strong, and in the majority of instances
they differ from AAA issues only in small degree. Debt rated A has a strong
capacity to pay interest and repay principal although it is somewhat more
susceptible to the adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories.

Bonds which are rated BBB are considered to be medium-grade obligations
(I.E., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Debt rated BB, B, CCC, CC and C is regarded as having predominately
speculative characteristics with respect to capacity to pay interest and repay
principal. BB indicates the least degree of speculation and C the highest degree
of speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposure to adverse conditions.

Bonds which are rated Aaa by Moody's are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large, or an exceptionally
stable, margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues. Bonds rated Aa by
Moody's are judged by Moody's to be a high quality by all standards. Together
with bonds rated Aaa, they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities.

Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper-medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Debt rated Baa is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class. Bonds which are rated B generally lack
characteristics of the desirable investment. Assurance of interest and principal
payments or of maintenance of other terms of the contract over any long period
of time may be small. Bonds which are Caa are of poor standing. Such issues may
be in default or there may be present elements of danger with respect to
principal and interest. Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have

B-25
<PAGE>
other marked shortcomings. Bonds which are rated C are the lowest rated class of
bonds and issues so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.

II. COMMERCIAL PAPER AND SHORT-TERM RATINGS

The following descriptions of commercial paper ratings have been published
by S&P, Moody's, Fitch Investors Service, Inc. ("Fitch"), Duff and Phelps
("Duff") and IBCA Limited ("IBCA"), respectively.

Commercial paper rated A by S&P is regarded by S&P as having the greatest
capacity for timely payment. Issues rated A are further refined by use of the
numbers 1+ and 1. Issues rated A-1+ are those with an "overwhelming degree" of
credit protection. Those rated A-1, reflect a "very strong" degree of safety
regarding timely payment. Those rated A-2 reflect a safety regarding timely
payment but not as high as A-1.

Commercial paper issues rated Prime-1 and Prime-2 by Moody's are judged by
Moody's to have superior ability and strong ability for repayment, respectively.

The rating Fitch 1+ (Exceptionally Strong Credit Quality) is the highest
commercial rating assigned by Fitch. Paper rated Fitch-1+ is regarded as having
the strongest degree of assurance for timely payment. The rating Fitch-1 (Very
Strong Credit Quality) is the second highest commercial paper rating assigned by
Fitch which reflects an assurance of timely payment only slightly less in degree
than issues rated F-1+.

The rating Duff-1 is the highest commercial paper rating assigned by Duff.
Paper rated Duff-1 is regarded as having very high certainty of timely payment
with excellent liquidity factors which are supported by ample asset protection.
Risk factors are minor. Paper rated Duff-2 is regarded as having good certainty
of timely payment, good access to capital markets and sound liquidity factors
and company fundamentals. Risk factors are small.

The designation A1 by IBCA indicates that the obligation is supported by a
very strong capacity for timely repayment. Those obligations rated A1+ are
supported by the highest capacity for timely repayment. Obligations rated A2 are
supported by a strong capacity for timely repayment, although such capacity may
be susceptible to adverse changes in business, economic or financial conditions.

B-26
<PAGE>

STI CLASSIC VARIABLE TRUST
PART C: OTHER INFORMATION

POST-EFFECTIVE AMENDMENT NO. 6

ITEM 23. EXHIBITS:

<TABLE>
<S> <C>
(a) Agreement and Declaration of Trust of the Registrant (incorporated herein by
reference to Post-Effective Amendment No. 1 filed April 2, 1996).
(b)(1) By-Laws of the Registrant (incorporated herein by reference to Post-Effective
Amendment No. 1 filed April 2, 1996).
(c) Not applicable.
(d)(1) Investment Advisory Agreement between the Registrant and STI Capital
Management, N.A., dated August 18, 1995, (incorporated herein by reference
to Post-Effective Amendment No. 1 filed April 2, 1996).
(e) Distribution Agreement between the Registrant and SEI Financial Services
Company, dated August 18, 1995, (incorporated herein by reference to
Post-Effective Amendment No. 1 filed April 2, 1996).
(f) Not applicable.
(g)(1) Custodian Agreement between the Registrant and SunTrust Bank, Atlanta, dated
August 18, 1995--incorporated herein by reference to Post-Effective
Amendment No. 1 filed April 2, 1996.
(g)(2) Custody Agreement with Bank of New York incorporated by reference to
Post-Effective Amendment No. 2 filed August 21, 1996.
(g)(3) Third Amendment to Custodian Agreement dated October 10, 1996--incorporated
by reference to Exhibit 8(c) of Post-Effective Amendment No. 5 to the
Registrant's Statement filed with the SEC via EDGAR Accession No.
0001047469-98-008284 on March 2, 1998.
(g)(4) Fourth Amendment to Custodian Agreement dated May 6, 1997--incorporated by
reference to Exhibit 8(d) of Post-Effective Amendment No. 5 to the
Registrant's Statement filed with the SEC via EDGAR Accession No.
0001047469-98-008284 on March 2, 1998.
(h)(1) Administration Agreement between the Registrant and SEI Financial Management
Corporation, dated August 18, 1995, as amended November 9,
1997--incorporated by reference to Exhibit 9(a) of Post-Effective Amendment
No. 5 to the Registrant's Statement filed with the SEC via EDGAR Accession
No. 0001047469-98-008284 on March 2, 1998.
(h)(2) Form of Participation Agreement among the Registrant, SEI Financial Services
Company, Glenbrook Life and Annuity Company, dated October 2, 1995--
incorporated by reference to Post-Effective Amendment No. 1 filed April 2,
1996.
(h)(3) Agreement for Shareholder Recordkeeping between the Registrant and Federated
Services Company, dated August 2, 1995--incorporated herein by reference to
Post-Effective Amendment No. 1 filed April 2, 1996.
(h)(4) Amended Schedule to the Administration Agreement between the Registrant and
SEI Financial Management Corporation dated August 19, 1996--incorporated by
reference to Exhibit 9(a) of Post-Effective Amendment No. 5 to the
Registrant's Statement filed with the SEC via EDGAR Accession No.
0001047469-98-008284 on March 2, 1998.
(i) Opinion of Counsel--incorporated herein by reference to Post-Effective
Amendment No. 1 filed April 2, 1996.
(j) Not applicable.
(k) Not applicable.
(l) Not applicable.
</TABLE>

C-1
<PAGE>

<TABLE>
<S> <C>
(m) Not applicable.
(n) Not applicable.
(o) Not applicable.
(p) Powers of attorney--filed herewith.
</TABLE>

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT:

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

ITEM 27. INDEMNIFICATION:

Article VIII of the Agreement of Declaration of Trust filed as Exhibit 1 to
the Registration Statement is incorporated by reference. Insofar as
indemnification liabilities arising under the Securities Act of 1933, as
amended, may be 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 THE INVESTMENT ADVISERS:

Other business, profession, vocation, or employment of a substantial nature
in which each director or principal executive officer of the Adviser 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:

<TABLE>
<CAPTION>
CONNECTION WITH
NAME NAME OF OTHER COMPANY OTHER COMPANY
- ----------------------------------------------- -------------------------------------------- ------------------
<S> <C> <C>
STI Capital Management, N.A.

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
</TABLE>

C-2
<PAGE>

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

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
</TABLE>

ITEM 29. 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.

C-3
<PAGE>
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
The Arbor Fund January 28, 1993
Boston 1784 Funds-Registered Trademark- June 1, 1993
The PBHG Funds, Inc. July 16, 1993
Morgan Grenfell Investment Trust January 3, 1994
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
CrestFunds, Inc. March 1, 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

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.

<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- ------------------------------- ------------------------------------------------------ ------------------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman of the Board of Directors --

Henry H. Greer Director --

Carmen V. Romeo Director --

Mark J. Held President & Chief Operating Officer --
</TABLE>

C-4
<PAGE>

Richard B. Lieb Executive Vice President --

Dennis J. McGonigle Executive Vice President --

Robert M. Silvestri Chief Financial Officer & Treasurer --

Leo J. Dolan, Jr. Senior Vice President --

Carl A. Guarino Senior Vice President --

Larry Hutchison Senior Vice President --

Jack May Senior Vice President --

Hartland J. McKeown Senior Vice President --

Barbara J. Moore Senior Vice President --

Kevin P. Robins Senior Vice President & General Counsel Vice President and
Assistant Secretary

Patrick K. Walsh Senior Vice President --

Robert Aller Vice President --

Gordon W. Carpenter Vice President --

Todd Cipperman Vice President & Assistant Secretary Vice President &
Assistant Secretary

S. Courtney E. Collier Vice President & Assistant Secretary --

Robert Crudup Vice President & Managing Director --

Barbara Doyne Vice President --

Jeff Drennen Vice President --

Vic Galef Vice President & Managing Director --

Lydia A. Gavalis Vice President & Assistant Secretary Vice President &
Assistant Secretary

Greg Gettinger Vice President & Assistant Secretary --

Kathy Heilig Vice President Vice President &
Assistant Secretary

Jeff Jacobs Vice President --

Samuel King Vice President --

Kim Kirk Vice President & Managing Director --

John Krzeminski Vice President & Managing Director Vice President &
Assistant Secretary

Carolyn McLaurin Vice President & Managing Director --

W. Kelso Morrill Vice President --

Mark Nagle Vice President President & Chief
Executive Officer

Joanne Nelson Vice President --

Joseph M. O'Donnell Vice President & Assistant Secretary Vice President &
Assistant Secretary
</TABLE>

C-5
<PAGE>

<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- ------------------------------- ------------------------------------------------------ ------------------------
<S> <C> <C>
Sandra K. Orlow Vice President & Secretary Vice President &
Assistant Secretary

Cynthia M. Parrish Vice President & Assistant Secretary --

Kim Rainey Vice President --

Rob Redican Vice President --

Maria Rinehart Vice President --

Mark Samuels Vice President & Managing Director --

Steve Smith Vice President --

Daniel Spaventa Vice President --

Kathryn L. Stanton Vice President & Assistant Secretary Vice President &
Assistant Secretary

Lynda J. Striegel Vice President & Assistant Secretary Vice President &
Assistant Secretary

Lori L. White Vice President & Assistant Secretary --

Wayne M. Withrow Vice President & Managing Director --
</TABLE>

ITEM 30. 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 will be
maintained at the offices of Registrant's Custodian:

The Bank of New York Trust Company Bank
One Wall Street Park Place
New York, NY 10286 P.O. Box 105504
(International Equity Fund) Atlanta, GA 30348

(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, PA 19456

(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 Advisers:

STI Capital Management, N.A.
P.O. Box 3808
Orlando, FL 32802

ITEM 31. MANAGEMENT SERVICES:

None

C-6
<PAGE>
ITEM 32. UNDERTAKINGS:

Registrant hereby undertakes that whenever shareholders meeting the
requirements of Section 16(c) of the Investment Company Act of 1940 inform the
Board of Trustees of their desire to communicate with Shareholders of the Trust,
the Trustees will inform such Shareholders as to the approximate number of
Shareholders of record and the approximate costs of mailing or afford said
Shareholders access to a list of Shareholders.

Registrant hereby undertakes to call a meeting of Shareholders for the
purpose of voting upon the question of removal of a Trustee(s) when requested in
writing to do so by the holders of at least 10% of Registrant's outstanding
shares and in connection with such meetings to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to Shareholder
communications.

Registrant undertakes to furnish each person to whom a prospectus is
delivered with a copy of the Registrant's latest annual report to Shareholders,
upon request and without charge.

NOTICE

A copy of the Agreement and Declaration of Trust for STI Classic Variable
Trust 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.

C-7
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, as amended, the Registrant has duly caused this
Post-Effective Amendment No. 6 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Oaks, Commonwealth of Pennsylvania, on
the 25th day of February, 1999.

STI CLASSIC VARIABLE TRUST

By: /s/ MARK NAGLE
-----------------------------------------
Mark Nagle
PRESIDENT

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following person in the capacity on the dates indicated.

*
- ------------------------------ Trustee February 25, 1999
F. Wendell Gooch

*
- ------------------------------ Trustee February 25, 1999
Daniel S. Goodrum

*
- ------------------------------ Trustee February 25, 1999
Jesse S. Hall

*
- ------------------------------ Trustee February 25, 1999
Wilton Looney

*
- ------------------------------ Trustee February 25, 1999
Champney A. McNair

*
- ------------------------------ Trustee February 25, 1999
T. Gordy Germany

*
- ------------------------------ Trustee February 25, 1999
William H. Cammack

*
- ------------------------------ Trustee February 25, 1999
Jonathan T. Walton

*
- ------------------------------ Trustee February 25, 1999
Dr. Bernard F. Sliger

*
- ------------------------------ Controller, Treasurer & February 25, 1999
Carol Rooney Chief Financial Officer

/s/ MARK NAGLE
- ------------------------------ President & Chief February 25, 1999
Mark Nagle Executive Officer

*By: /s/ MARK NAGLE
------------------------- As Power of Attorney
Mark Nagle

C-8

<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
NUMBER EXHIBIT
- ------------ --------------------------------------------------------------------------------------------
<S> <C>
EX-99.A Agreement and Declaration of Trust of the Registrant--incorporated herein by reference to
Post-Effective Amendment No. 1 filed April 2, 1996.

EX-99.B1 By-Laws of the Registrant--incorporated herein by reference to Post-Effective Amendment No.
1 filed April 2, 1996.

EX-99.C1 Not applicable.

EX-99.D1 Investment Advisory Agreement between the Registrant and STI Capital Management, N.A., dated
August 18, 1995--incorporated herein by reference to Post-Effective Amendment No. 1 filed
April 2, 1996.

EX-99.E Distribution Agreement between the Registrant and SEI Financial Services Company, dated
August 18, 1995--incorporated herein by reference to Post-Effective Amendment No. 1 filed
April 2, 1996.

EX-99.F Not applicable.

EX-99.G1 Custodian Agreement between the Registrant and SunTrust Bank, Atlanta, dated August 18,
1995--incorporated herein by reference to Post-Effective Amendment No. 1 filed April 2,
1996.

EX-99.G2 Custody Agreement with Bank of New York incorporated by reference to Post-Effective
Amendment No. 2 filed August 21, 1996.

EX-99.G3 Third Amendment to Custodian Agreement dated October 10, 1996--incorporated by reference to
Exhibit 8(c) of Post-Effective Amendment No. 5 to the Registrant's Statement filed with
the SEC via EDGAR Accession No. 0001047469-98-008284 on March 2, 1998.

EX-99.G4 Fourth Amendment to Custodian Agreement dated May 6, 1997--incorporated by reference to
Exhibit 8(d) of Post-Effective Amendment No. 5 to the Registrant's Statement filed with
the SEC via EDGAR Accession No. 0001047469-98-008284 on March 2, 1998.

EX-99.H1 Administration Agreement between the Registrant and SEI Financial Management Corporation,
dated August 18, 1995, as amended November 9, 1997--incorporated by reference to Exhibit
9(a) of Post-Effective Amendment No. 5 to the Registrant's Statement filed with the SEC
via EDGAR Accession No. 0001047469-98-008284 on March 2, 1998.

EX-99.H2 Form of Participation Agreement among the Registrant, SEI Financial Services Company,
Glenbrook Life and Annuity Company, dated October 2, 1995-- incorporated by reference to
Post-Effective Amendment No. 1 filed April 2, 1996.

EX-99.H3 Agreement for Shareholder Recordkeeping between the Registrant and Federated Services
Company, dated August 2, 1995--incorporated herein by reference to Post-Effective
Amendment No. 1 filed April 2, 1996.

EX-99.H4 Amended Schedule to the Administration Agreement between the Registrant and SEI Financial
Management Corporation dated August 19, 1996--incorporated by reference to Exhibit 9(a) of
Post-Effective Amendment No. 5 to the Registrant's Statement filed with the SEC via EDGAR
Accession No. 0001047469-98-008284 on March 2, 1998.

EX-99.I Opinion of Counsel--incorporated herein by reference to Post-Effective Amendment No. 1 filed
April 2, 1996.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
NUMBER EXHIBIT
- ------------ --------------------------------------------------------------------------------------------
<S> <C>
EX-99.J Not applicable.

EX-99.K Not applicable.

EX-99.L Not applicable.

EX-99.M Not applicable.

EX-99.N Not applicable.

EX-99.O Not applicable.

EX-99.P Powers of attorney--filed herewith.
</TABLE>

<PAGE>

STI CLASSIC VARIABLE TRUST

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of STI Classic Variable Trust (the "Trust"), a business trust organized
under the laws of The Commonwealth of Massachusetts, hereby constitutes and
appoints Mark Nagle, Joseph M. O'Donnell, and Kevin P. Robins, and each of them
singly, his or her true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, to sign for him or her and in his or her
name, place and stead, and in the capacity indicated below, to sign any and all
Registration Statements and all amendments thereto relating to the offering of
the Trust's shares under the provisions of the Investment Company Act of 1940
and/or the Securities Act of 1933, each such Act as amended, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, acting alone, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and
seal as of the date set forth below.

/s/ F. Wendell Gooch 1/20/99
- -------------------------- -------------------------
F. Wendell Gooch Date

/s/ F. Wendell Gooch
- --------------------------
Print Name

<PAGE>

STI CLASSIC VARIABLE TRUST

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of STI Classic Variable Trust (the "Trust"), a business trust organized
under the laws of The Commonwealth of Massachusetts, hereby constitutes and
appoints Mark Nagle, Joseph M. O'Donnell, and Kevin P. Robins, and each of them
singly, his or her true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, to sign for him or her and in his or her
name, place and stead, and in the capacity indicated below, to sign any and all
Registration Statements and all amendments thereto relating to the offering of
the Trust's shares under the provisions of the Investment Company Act of 1940
and/or the Securities Act of 1933, as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, acting alone, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and
seal as of the date set forth below.

/s/ Daniel S. Goodrum 1/20/99
- -------------------------- -------------------------
Daniel S. Goodrum Date

/s/ Daniel S. Goodrum
- --------------------------
Print Name

<PAGE>

STI CLASSIC VARIABLE TRUST

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of STI Classic Variable Trust (the "Trust"), a business trust organized
under the laws of The Commonwealth of Massachusetts, hereby constitutes and
appoints Mark Nagle, Joseph M. O'Donnell, and Kevin P. Robins, and each of them
singly, his or her true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, to sign for him or her and in his or her
name, place and stead, and in the capacity indicated below, to sign any and all
Registration Statements and all amendments thereto relating to the offering of
the Trust's shares under the provisions of the Investment Company Act of 1940
and/or the Securities Act of 1933, each such act as amended, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, acting alone, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and
seal as of the date set forth below.

/s/ Wilton Looney 1/20/99
- -------------------------- -------------------------
Wilton Looney Date

/s/ Wilton Looney
- --------------------------
Print Name

<PAGE>

STI CLASSIC VARIABLE TRUST

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and
seal as of the date set forth below.

/s/ Champney A. McNair Jan. 26, 1999
- -------------------------- -------------------------
Champney A. McNair Date

/s/ Champney A. McNair
- --------------------------
Print Name

<PAGE>

STI CLASSIC VARIABLE TRUST

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of STI Classic Variable Trust (the "Trust"), a business trust organized
under the laws of The Commonwealth of Massachusetts, hereby constitutes and
appoints Joseph M. O'Donnell, and Kevin Robins, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
to sign for him and in his name, place and stead, and in the capacity indicated
below, to sign any and all Registration Statements and all amendments thereto
relating to the offering of the Trust's shares under the provisions of the
Investment Company Act of 1940 and/or the Securities Act of 1933, each such Act
as amended, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, acting alone, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as
of the date set forth below.

/s/ Mark Nagle 1/20/99
- -------------------------- -------------------------
Mark Nagle Date
President and Chief Executive Officer

/s/ Mark Nagle
- --------------------------
Print Name

<PAGE>

STI CLASSIC VARIABLE TRUST

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and
seal as of the date set forth below.

/s/ T. Gordy Germany 2/3/99
- -------------------------- -------------------------
T. Gordy Germany Date

/s/ T. Gordy Germany
- --------------------------
Print Name

<PAGE>

STI CLASSIC VARIABLE TRUST

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and
seal as of the date set forth below.

/s/ Bernard F. Sliger 1/20/99
- -------------------------- -------------------------
Bernard F. Sliger Date

/s/ Bernard F. Sliger
- --------------------------
Print Name

<PAGE>

STI CLASSIC VARIABLE TRUST

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and
seal as of the date set forth below.

/s/ Jesse Hall 1/20/99
- -------------------------- -------------------------
Jesse Hall

/s/ Jesse Hall
- --------------------------
Print Name

<PAGE>

STI CLASSIC VARIABLE TRUST

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and
seal as of the date set forth below.

/s/ Carol Rooney 1/20/99
- -------------------------- -------------------------
Carol Rooney Date
Controller, Chief Executive Officer

/s/ Carol Rooney
- --------------------------
Print Name

<PAGE>

STI CLASSIC VARIABLE TRUST

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and
seal as of the date set forth below.

/s/ Jonathan T. Walton 1/20/99
- -------------------------- -------------------------
Jonathan T. Walton Date

/s/ Jonathan T. Walton
- --------------------------
Print Name

<PAGE>

STI CLASSIC VARIABLE TRUST

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand and
seal as of the date set forth below.

/s/ William H. Cammack 1/20/99
- -------------------------- -------------------------
William H. Cammack Date

- --------------------------
Print Name