SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12

STI CLASSIC VARIABLE TRUST
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

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

2) Aggregate number of securities to which transaction applies:

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

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

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

4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:______________________________________________

2) Form, Schedule or Registration Statement No.:________________________

3) Filing Party:________________________________________________________

4) Date Filed:_______________________

STI CLASSIC FUNDS
STI CLASSIC VARIABLE TRUST
101 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110

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

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 15, 2004

Notice is hereby given that a Special Meeting of Shareholders of STI
Classic Funds and STI Classic Variable Trust (each a "Trust" and together, the
"Trusts") will be held at the offices of BISYS Fund Services Ohio, Inc., 100
Summer Street, Suite 1500, Boston, MA 02110, on November 15, 2004 at 9:30 a.m.
Eastern Time (the "Special Meeting"). The Special Meeting is being called for
the purpose of considering the proposals set forth below and to transact such
other business as may be properly brought before the Special Meeting.

PROPOSAL 1: To consider and vote on the election of members to the Board of
Trustees of the Trusts.

PROPOSAL 2: To approve the investment subadvisory agreement between Trusco
Capital Management, Inc. and Zevenbergen Capital Investments LLC
with respect to STI Classic Funds' Aggressive Growth Stock Fund and
Emerging Growth Stock Fund.

Only shareholders of the Trusts at the close of business on September 23,
2004, are entitled to notice of, and to vote at, the Special Meeting or any
adjournment thereof.

SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING. WHETHER
OR NOT YOU EXPECT TO BE PRESENT AT THE SPECIAL MEETING, PLEASE COMPLETE AND
PROMPTLY RETURN THE ENCLOSED PROXY CARD. A POSTAGE PAID ENVELOPE IS ENCLOSED FOR
YOUR CONVENIENCE SO THAT YOU MAY RETURN YOUR PROXY CARD AS SOON AS POSSIBLE. YOU
MAY ALSO VOTE EASILY AND QUICKLY BY TELEPHONE OR THROUGH THE INTERNET AS
DESCRIBED IN THE ENCLOSED PROXY CARD. TO DO SO, PLEASE FOLLOW THE INSTRUCTIONS
INCLUDED ON YOUR ENCLOSED PROXY CARD. IT IS MOST IMPORTANT AND IN YOUR INTEREST
FOR YOU TO VOTE SO THAT A QUORUM WILL BE PRESENT AND A MAXIMUM NUMBER OF SHARES
MAY BE VOTED. THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.

/s/ R. Jeffrey Young
R. Jeffrey Young
President

Dated: October 8, 2004

STI CLASSIC FUNDS
STI CLASSIC VARIABLE TRUST
101 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110

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

JOINT PROXY STATEMENT

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

SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 15, 2004

This joint proxy statement is furnished by the Board of Trustees of STI
Classic Funds and STI Classic Variable Trust (each a "Trust" and together, the
"Trusts") in connection with the solicitation of proxies for use at the special
meeting of shareholders (the "Special Meeting") of each Trust to be held on
Monday, November 15, 2004, at 9:30 a.m. Eastern Time, or at any adjournment
thereof, at the offices of BISYS Fund Services Ohio, Inc., 100 Summer Street,
Suite 1500, Boston, MA 02110. It is expected that the Notice of Special Meeting,
this proxy statement, and a proxy card will be mailed to shareholders on or
about October 11, 2004.

SUMMARY

At the Special Meeting, the following shareholders will be asked to vote on
the following proposals:

<Table>
<Caption>
DESCRIPTION OF PROPOSAL SHAREHOLDERS SOLICITED
- ----------------------- ----------------------

To consider and vote on the election of All shareholders of STI Classic Funds and
members to the Board of Trustees of the STI Classic Variable Trust
Trusts

To approve the investment subadvisory All shareholders of STI Classic Funds'
agreement between Trusco Capital Management, Aggressive Growth Stock Fund and Emerging
Inc. and Zevenbergen Capital Investments LLC Growth Stock Fund
with respect to STI Classic Funds'
Aggressive Growth Stock Fund and Emerging
Growth Stock Fund
</Table>

If you do not expect to be present at the Special Meeting and wish your
shares to be voted, please vote your proxy by mail, telephone or Internet
allowing sufficient time for the proxy to be received on or before the close of
business on November 14, 2004. If your proxy is properly returned by that date,
shares represented by your proxy will be voted at the Special Meeting in
accordance with your instructions. However, if no instructions are specified on
the proxy with respect to a proposal, the proxy will be voted FOR the approval
of the proposal and in accordance with the judgment of the persons appointed as
proxies upon any other matter that may properly come before the Special Meeting.
Shareholders may revoke their proxies at any time prior to the time they are
voted by giving written notice to the Secretary of the Trusts, by delivering a
subsequently dated proxy, or by attending and voting at the Special Meeting.

The close of business on September 23, 2004 has been fixed as the record
date (the "Record Date") for the determination of shareholders entitled to
notice of, and to vote at, the Special Meeting and any adjournment thereof. Each
full share will be entitled to one vote at the Special Meeting and each fraction
of a share will be entitled to the fraction of a vote equal to the proportion of
a full share represented by the fractional share. As of the Record Date, the
Trusts had the following shares outstanding:

STI CLASSIC FUNDS
<Table>
<Caption>
A B CORPORATE INSTITUTIONAL L T
FUND SHARES SHARES TRUST SHARES SHARES SHARES SHARES
- ---- ------ ------ ------------ ------------- ------ ------

Aggressive Growth Stock Fund........ 8,404 8,780 3,620,440
Balanced Fund....................... 760,342 4,820,736 20,000,592
Capital Appreciation Fund........... 11,895,908 8,312,892 124,370,731
Classic Institutional Cash
Management Money Market Fund...... 2,697,874,787
Classic Institutional High Quality
Bond Fund......................... 4,410,434 12,240,053
Classic Institutional Short-Term
Bond Fund......................... 3,415,669
Classic Institutional Super Short
Income Plus Fund.................. 43,837,761 71,701,580
Classic Institutional Total Return
Bond Fund......................... 1,445,123 3,292,127
Classic Institutional U.S Government
Securities Money Market Fund...... 890,682,362
Classic Institutional U.S Government
Securities Super Short Income Plus
Fund.............................. 45,466,075 2,292,726
Classic Institutional U.S. Treasury
Securities Money Market Fund...... 1,365,964,249 387,656,245
Emerging Growth Stock Fund.......... 8,342 2,593 1,783,034
Florida Tax-Exempt Bond Fund........ 635,036 1,490,797 14,259,863
Georgia Tax-Exempt Bond Fund........ 250,167 1,113,829 9,427,438
Growth and Income Fund.............. 3,071,709 6,347,068 53,881,550
High Income Fund.................... 210,673 8,994,372 6,530,348
Information and Technology Fund..... 185 953,562 1,154,678
International Equity Fund........... 712,696 800,941 34,794,268
International Equity Index Fund..... 1,418,900 510,433 32,734,464
Investment Grade Bond Fund.......... 2,924,602 2,070,108 52,777,924
Investment Grade Tax-Exempt Bond
Fund.............................. 1,607,644 1,630,977 19,424,176
Life Vision Aggressive Growth
Fund.............................. 92,008 465,838 3,820,592
Life Vision Conservative Fund....... 37,252 482,719 3,787
Life Vision Growth and Income
Fund.............................. 232,845 1,389,503 7,481,493
Life Vision Moderate Growth Fund.... 428,656 1,376,051 12,071,223
Limited-Term Federal Mortgage
Securities Fund................... 844,442 4,953,681 43,453,100
Maryland Municipal Bond Fund........ 1,582,559 2,844,999
Mid-Cap Equity Fund................. 1,778,974 1,563,398 16,436,708
Mid-Cap Value Equity Fund........... 92,792 692,059 15,177,515
Prime Quality Money Market Fund..... 1,886,887,700 15,387,238 2,988,847,517
Short-Term Bond Fund................ 635,935 2,046,151 27,560,117
Short-Term U.S. Treasury Securities
Fund.............................. 1,218,698 4,900,668 8,791,097
Small Cap Growth Stock Fund......... 2,188,470 1,951,764 38,208,114
Small Cap Value Equity Fund......... 253,045 2,403,910 35,502,818
Strategic Income Fund............... 417,759 9,532,799 10,800,745
Strategic Quantitative Equity
Fund.............................. 17,682 131,065 6,015,904
Tax-Exempt Money Market Fund........ 278,434,599 984,873,789
Tax Sensitive Growth Stock Fund..... 30,608 3,704,030 4,945,031
U.S. Government Securities Fund..... 827,363 1,546,617 28,486,372
U.S. Government Securities Money
Market Fund....................... 234,940,177 585,427,931
U.S. Treasury Money Market Fund..... 401,084 1,361,021,065
Value Income Stock Fund............. 6,236,607 4,821,869 64,501,177
Virginia Intermediate Municipal Bond
Fund.............................. 1,063,280 17,409,334
Virginia Municipal Bond Fund........ 18,258 795,143 4,395,552
Virginia Tax-Free Money Market
Fund.............................. 110,732,382 197,755,573

<Caption>
TOTAL SHARES
FUND OUTSTANDING
- ---- ------------

Aggressive Growth Stock Fund........ 3,637,625
Balanced Fund....................... 25,581,670
Capital Appreciation Fund........... 144,579,531
Classic Institutional Cash
Management Money Market Fund...... 2,697,874,787
Classic Institutional High Quality
Bond Fund......................... 16,650,487
Classic Institutional Short-Term
Bond Fund......................... 3,415,669
Classic Institutional Super Short
Income Plus Fund.................. 115,539,341
Classic Institutional Total Return
Bond Fund......................... 4,737,250
Classic Institutional U.S Government
Securities Money Market Fund...... 890,682,362
Classic Institutional U.S Government
Securities Super Short Income Plus
Fund.............................. 47,758,801
Classic Institutional U.S. Treasury
Securities Money Market Fund...... 1,753,620,494
Emerging Growth Stock Fund.......... 1,793,968
Florida Tax-Exempt Bond Fund........ 16,385,696
Georgia Tax-Exempt Bond Fund........ 10,791,435
Growth and Income Fund.............. 63,306,327
High Income Fund.................... 15,735,393
Information and Technology Fund..... 2,108,424
International Equity Fund........... 36,307,905
International Equity Index Fund..... 34,663,797
Investment Grade Bond Fund.......... 57,772,633
Investment Grade Tax-Exempt Bond
Fund.............................. 22,662,797
Life Vision Aggressive Growth
Fund.............................. 4,378,438
Life Vision Conservative Fund....... 523,757
Life Vision Growth and Income
Fund.............................. 9,103,840
Life Vision Moderate Growth Fund.... 13,875,930
Limited-Term Federal Mortgage
Securities Fund................... 49,251,223
Maryland Municipal Bond Fund........ 4,427,558
Mid-Cap Equity Fund................. 19,779,080
Mid-Cap Value Equity Fund........... 15,962,366
Prime Quality Money Market Fund..... 4,891,122,455
Short-Term Bond Fund................ 30,242,202
Short-Term U.S. Treasury Securities
Fund.............................. 14,910,463
Small Cap Growth Stock Fund......... 42,348,348
Small Cap Value Equity Fund......... 38,159,773
Strategic Income Fund............... 20,751,304
Strategic Quantitative Equity
Fund.............................. 6,164,652
Tax-Exempt Money Market Fund........ 1,263,308,389
Tax Sensitive Growth Stock Fund..... 8,679,670
U.S. Government Securities Fund..... 30,860,352
U.S. Government Securities Money
Market Fund....................... 820,368,108
U.S. Treasury Money Market Fund..... 1,361,422,150
Value Income Stock Fund............. 75,559,654
Virginia Intermediate Municipal Bond
Fund.............................. 18,472,614
Virginia Municipal Bond Fund........ 5,208,952
Virginia Tax-Free Money Market
Fund.............................. 308,487,955
</Table>

STI CLASSIC VARIABLE TRUST

<Table>
<Caption>
TOTAL SHARES
FUND OUTSTANDING
- ---- ------------

Capital Appreciation Fund................................... 3,458,659
Growth and Income Fund...................................... 1,019,304
International Equity Fund................................... 631,199
Investment Grade Bond Fund.................................. 1,701,640
Mid-Cap Equity Fund......................................... 1,453,655
Small Cap Value Equity Fund................................. 1,398,292
Value Income Stock Fund..................................... 3,284,893
</Table>

EXPENSES

The expenses of the Special Meeting, including proxy solicitation costs,
will be borne proportionately by each series of each Trust based on the assets
of such series. The solicitation of proxies will be largely by mail, but may
include telephonic, Internet or oral communication by officers and service
providers of the Trusts.

UPON REQUEST, EACH TRUST WILL FURNISH TO ITS SHAREHOLDERS, WITHOUT CHARGE,
A COPY OF ITS ANNUAL REPORT (FOR STI CLASSIC FUNDS, FISCAL YEAR ENDED MAY 31,
2004, AND FOR STI CLASSIC VARIABLE TRUST, FISCAL YEAR ENDED DECEMBER 31, 2003).
IN ADDITION, THE SEMI-ANNUAL REPORT FOR STI CLASSIC VARIABLE TRUST FOR THE
PERIOD ENDED JUNE 30, 2004 IS ALSO AVAILABLE WITHOUT CHARGE. THE ANNUAL REPORTS
AND SEMI-ANNUAL REPORT MAY BE OBTAINED BY WRITING TO THE TRUSTS C/O BISYS FUND
SERVICES, LIMITED PARTNERSHIP, 3435 STELZER ROAD, COLUMBUS, OHIO 43219 OR BY
CALLING 1-800-428-6970.

DISCUSSION OF PROPOSAL 1:

ELECTION OF THE BOARD OF TRUSTEES

PROPOSAL 1: TO CONSIDER AND VOTE ON THE ELECTION OF MEMBERS TO THE BOARD OF
TRUSTEES OF THE TRUSTS

SHAREHOLDERS VOTING ON PROPOSAL 1: SHAREHOLDERS OF STI CLASSIC FUNDS AND STI
CLASSIC VARIABLE TRUST

SUMMARY

At the Special Meeting, it is proposed that nine Trustees be elected to
hold office until their successors are duly elected and qualified. The persons
named in the accompanying proxy intend, in the absence of contrary instructions,
to vote all proxies on behalf of the shareholders for the election of Richard W.
Courts, II, Clarence H. Ridley, Thomas C. Gallagher, F. Wendell Gooch, James O.
Robbins, Jonathan T. Walton, Sidney E. Harris, Warren Y. Jobe, and Charles D.
Winslow (each a "Nominee" and collectively, the "Nominees"). FOR THE REASONS
DISCUSSED BELOW, THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION
OF ALL NOMINEES.

GENERAL INFORMATION

You are being asked to approve the election of the Nominees as Trustees of
the Trusts because regulations recently adopted by the SEC will soon require 75%
of the members of the Trusts' Board to be independent. Currently, 66% of the
Board's members are independent. As explained below, shareholder approval is
necessary to increase the number of independent members of the Board.

The Trusts' Board of Trustees currently consists of six Trustees, four of
whom have been elected by shareholder vote and two of whom have been appointed
by the Board. At a meeting held on August 20, 2004, the Board of Trustees
approved the nomination of Thomas C. Gallagher, F. Wendell Gooch, James O.
Robbins, Jonathan T. Walton, Richard W. Courts II, and Clarence H. Ridley, each
of whom is a current member of the Board. If approved by shareholders at the
Special Meeting, they will continue to serve as

members of the Board of Trustees of the Trusts. At the meeting, the Board of
Trustees also approved the nomination of Sidney E. Harris, Warren Y. Jobe, and
Charles D. Winslow, each a Trustee candidate to the Board. If approved by
shareholders at the Special Meeting, they will begin serving as members of the
Board of Trustees of the Trusts immediately after the Special Meeting.

Section 16(a) of the Investment Company Act of 1940 (the "1940 Act")
requires the trustees of an investment company to be elected by shareholder
vote. Nonetheless, the 1940 Act permits a board to fill vacancies on the board,
without seeking shareholder approval, if immediately after filling vacancies at
least two-thirds of the members have been elected. However, if at any time less
than a majority of members have been elected by shareholders, a shareholder
meeting to elect members must be held within 60 days.

If the three Trustee candidates were appointed by the Board, the Board
would have less than two-thirds of its members elected by shareholder vote. In
light of the legal requirements under the 1940 Act, the Board would at that time
be required to call a shareholder meeting for the election of trustees. As a
result, rather than having the Board appoint the three Trustee candidates, the
Board has determined that it would be in the best interests of the shareholders
to call a shareholder meeting at this time and recommend the election of each
Nominee.

Each of the Nominees has consented to being named in this proxy statement
and serving as a Trustee if elected. The Trusts know of no reason why any
Nominee would be unable or unwilling to serve if elected. Because the Trusts do
not hold regular annual shareholder meetings, each Nominee, if elected, will
hold office until the earlier of his resignation or his successor is duly
appointed or elected and qualified.

INFORMATION REGARDING TRUSTEES AND NOMINEES

The following information is provided for each Nominee. As of September 23,
2004, the Nominees and officers of the Trusts, as a group, beneficially owned
less than 1% of the total outstanding shares of each Trust.

<Table>
<Caption>
NUMBER OF
PORTFOLIOS IN
FUND
COMPLEX
PRINCIPAL OVERSEEN BY
POSITION(S) OCCUPATION(S) TRUSTEE OR OTHER DIRECTORSHIPS
NAME, ADDRESS, HELD WITH TERM OF OFFICE AND DURING NOMINEE FOR HELD BY TRUSTEE OR
AND AGE THE TRUSTS LENGTH OF TIME SERVED PAST 5 YEARS TRUSTEE* NOMINEE FOR TRUSTEE
- -------------- ----------- --------------------- ------------- ------------- -------------------

NOMINEES FOR INTERESTED TRUSTEES (CURRENTLY SERVE AS INTERESTED TRUSTEES)**

Richard W. Courts, II, 68 Trustee No set term; served Chairman of the 59 Director, Cousins
since November 2001 Board of Atlantic Properties, Inc.;
Investment Company Director, Genuine
since 1970. Parts Company;
Director, Piedmont
Hospital; Director,
SunTrust Bank,
Atlanta; Chairman,
Courts Foundation;
Chairman, J. Bulow
Campbell
Foundation.

Clarence H. Ridley, 62 Trustee No set term; served Chairman of the 59 Director, Carvel
since November 2001 Board of Haverty Corp.; Director,
Furniture Companies Crawford & Co.;
since 2001. Partner Director, High
at King and Museum of Atlanta;
Spalding LLP (law Chairman, St.
firm) from 1977 to Joseph's Hospital
2000. Atlanta.
</Table>

NOMINEES FOR INDEPENDENT TRUSTEES (CURRENTLY SERVE AS INDEPENDENT TRUSTEES)**

Thomas C. Gallagher, 56 Trustee No set term; served President and CEO, 59 Director, Shepherd
since May 2000 Genuine Parts Center; Director,
Company Wholesale NAPA; Director,
Distribution. Genuine Parts
Company; Director,
Oxford Industries;
Director, Stone
Mountain Industrial
Park; Trustee, The
Lovett School.
F. Wendell Gooch, 71 Trustee No set term; served Retired. 59 Current Trustee on
since May 1992 the Board of
Trustees for the
SEI Family of Funds
and The Capitol
Mutual Funds.
James O. Robbins, 62 Trustee No set term; served President and Chief 59 Director, Cox
since May 2000 Executive Officer, Communications;
Cox Communications, Director, National
Inc., 1985 to Cable and
present. Telecommunications
Association;
Director, Discovery
Channel; Director,
Cable Labs;
Director, C-Span;
Trustee, St. Paul's
Schools.
Jonathan T. Walton, 74 Trustee No set term; served Retired. 59 Trustee, W.K.
since February 1998 Kellogg Foundation.

NOMINEES FOR INDEPENDENT TRUSTEES (CURRENTLY TRUSTEE CANDIDATES)**

Sidney E. Harris, 55 N/A N/A Dean of Robinson 59 Director, The
College of ServiceMaster
Business, Georgia Company; Director,
State University Total System
since 1997. Services, Inc.
Warren Y. Jobe, 63 N/A N/A Retired. Senior 59 Director, WellPoint
Vice President of Health Networks;
Southern Company Director, Unisource
and Executive Vice Energy Corp. and
President of Tucson Electric
Georgia Power from Power.
1998 to 2001.
Charles D. Winslow, 69 N/A N/A Retired. 59 Chairman of the
Board, Electronic
Business Services,
Inc.
</Table>

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

* The "Fund Complex" consists of STI Classic Funds and STI Classic Variable
Trust.

** Trustees who are not deemed to be "interested persons" of the Trusts as
defined in the 1940 Act are referred to as "Independent Trustees." Trustees
who are deemed to be "interested persons" of the Trusts

are referred to as "Interested Trustees." Mr. Courts is deemed an Interested
Trustee because of his directorships with affiliates of the Trusts' investment
adviser, Trusco Capital Management, Inc. (the "Adviser"). Mr. Ridley is deemed
an Interested Trustee because of his material business relationships with the
parent to the Adviser -- (1) Mr. Ridley owns stock of SunTrust Banks, Inc.
and (2) Haverty Furniture Companies, for which Mr. Ridley serves as director,
has SunTrust Banks, Inc. as its principal lending bank.

COMPENSATION OF TRUSTEES AND OFFICERS

The officers of the Trusts do not receive any direct compensation from
their respective Trust. Each Trustee who is not an officer, employee or director
of the Trusts' investment adviser or its affiliates receives an aggregate annual
fee plus a fee per meeting attended (plus reimbursement for reasonable
out-of-pocket expenses incurred in connection with attendance at Board and
committee meetings) from the relevant Trust. Payment of such fees and expenses
is allocated between each Trust. The aggregate compensation payable by the
Trusts to each of the Trustees serving during their respective fiscal years is
set forth in the compensation tables below.

STI CLASSIC FUNDS (AS OF MAY 31, 2004)

<Table>
<Caption>
PENSION OR RETIREMENT TOTAL COMPENSATION
AGGREGATE BENEFITS ACCRUED AS ESTIMATED ANNUAL FROM FUND AND FUND
COMPENSATION PART OF FUND BENEFITS UPON COMPLEX PAID TO
NAME OF TRUSTEE FROM THE TRUST EXPENSES RETIREMENT TRUSTEE*
- --------------- -------------- --------------------- ---------------- ------------------

Richard W. Courts, II...... $38,500 N/A N/A $42,000
Clarence H. Ridley......... $40,000 N/A N/A $43,500
Thomas Gallagher........... $46,000 N/A N/A $50,500
F. Wendell Gooch........... $38,500 N/A N/A $42,000
James O. Robbins........... $38,500 N/A N/A $42,000
Jonathan T. Walton......... $40,000 N/A N/A $43,500
</Table>

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

* The "Fund Complex" consists of STI Classic Funds and STI Classic Variable
Trust.

STI CLASSIC VARIABLE TRUST (AS OF DECEMBER 31, 2003)

Richard W. Courts, II...... $2,100 N/A N/A $35,000
Clarence H. Ridley......... $2,600 N/A N/A $40,500
Thomas Gallagher........... $3,200 N/A N/A $45,500
F. Wendell Gooch........... $2,600 N/A N/A $39,000
James O. Robbins........... $2,600 N/A N/A $37,500
Jonathan T. Walton......... $2,600 N/A N/A $40,500
</Table>

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

* The "Fund Complex" consists of STI Classic Funds and STI Classic Variable
Trust.

OWNERSHIP OF FUND SECURITIES

The tables below show the dollar range of equity securities beneficially
owned by each Nominee as of December 31, 2003.

STI CLASSIC FUNDS

<Table>
<Caption>
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL
FUNDS OVERSEEN OR TO BE
OVERSEEN BY TRUSTEE OR
NOMINEE IN FAMILY OF
NAME OF NOMINEE DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND INVESTMENT COMPANIES
- --------------- -------------------------------------------------- -------------------------

Richard W. Courts,
II................. None None
Clarence H. Ridley... None None
Thomas C. Gallagher.. $1-$10,000 (Capital Appreciation Fund) $10,001-$50,000
$1-$10,000 (Growth and Income Fund)
$1-$10,000 (Information and Technology Fund)
$1-$10,000 (Prime Quality Money Market Fund)
$1-$10,000 (Small Cap Growth Stock Fund)
$1-$10,000 (Small Cap Value Equity Fund)
$1-$10,000 (Tax Sensitive Growth Stock Fund)
$1-$10,000 (Value Income Stock Fund)
F. Wendell Gooch..... $10,001-$50,000 (Information and Technology Fund) $50,001-$100,000
$10,001-$50,000 (Tax Sensitive Growth Stock Fund)
James O. Robbins..... None None
Jonathan T. Walton... $1-$10,000 (Information and Technology Fund) $10,001-$50,000
$1-$10,000 (Small Cap Growth Stock Fund)
$1-$10,000 (Tax Sensitive Growth Stock Fund)
$10,001-$50,000 (Capital Appreciation Fund)
$1-$10,000 (Prime Quality Money Market Fund)
$10,001-$50,000 (Small Cap Value Equity Fund)
$10,001-$50,000 (Value Income Stock Fund)
Sidney E. Harris..... None None
Warren Y. Jobe....... None None
Charles D. Winslow... None None
</Table>

STI CLASSIC VARIABLE TRUST

<Table>
<Caption>
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL FUNDS
OVERSEEN OR TO BE OVERSEEN BY
DOLLAR RANGE OF TRUSTEE OR NOMINEE IN FAMILY
NAME OF NOMINEE EQUITY SECURITIES IN THE FUND OF INVESTMENT COMPANIES
- --------------- ----------------------------- ------------------------------

Richard W. Courts, II....................... None None
Clarence H. Ridley.......................... None None
Thomas C. Gallagher......................... None None
F. Wendell Gooch............................ None None
James O. Robbins............................ None None
Jonathan T. Walton.......................... None None
Sidney E. Harris............................ None None
Warren Y. Jobe.............................. None None
Charles D. Winslow.......................... None None
</Table>

MEETINGS AND COMMITTEES OF THE BOARD OF TRUSTEES

The Board of Trustees held four regular meetings during STI Classic Funds'
most recent fiscal year ended May 31, 2004, and four regular meetings during STI
Classic Variable Trust's most recent fiscal year ended December 31, 2003. In
addition, the Board of Trustees held three special meetings during STI Classic

Funds' most recent fiscal year and three special meetings during STI Classic
Variable Trust's most recent fiscal year.

The Board of Trustees has an Audit Committee, which operates pursuant to a
written charter approved by the Board and is composed of all of the Independent
Trustees. On behalf of each Trust, the Audit Committee makes recommendations to
the full Board of Trustees with respect to the engagement of independent
auditors. The Audit Committee reviews, with the independent auditors, the
results of the audit engagement and matters having a material effect on the
Trust's financial operations. The members of the Trusts' Audit Committee
currently are Thomas C. Gallagher, F. Wendell Gooch, James O. Robbins, and
Jonathan T. Walton, each of whom is an Independent Trustee. Mr. Gooch is
Chairman of the Audit Committee. It is the intention of the Board of Trustees
that the Audit Committee will continue to be composed of at least a majority of
the Independent Trustees. The Audit Committee met 2 times during STI Classic
Funds' most recent fiscal year and 2 times during STI Classic Variable Trust's
most recent fiscal year.

The Board of Trustees also has a Nominating Committee, which operates
pursuant to a written charter approved by the Board and is composed of all of
the Independent Trustees. The Nominating Committee's principal responsibility is
to consider, recommend, and nominate trustee candidates to the Board. The
Nominating Committee may consider nominees recommended by shareholders if
submitted in accordance with the Nominating Committee Charter. The members of
the Nominating Committee currently are Messrs. Gallagher, Gooch, Robbins and
Walton, each of whom is an Independent Trustee. Mr. Gooch is Chairman of the
Nominating Committee. It is the intention of the Board of Trustees that the
Nominating Committee will continue to be composed of at least a majority of the
Independent Trustees. The Nominating Committee met 1 time during STI Classic
Funds' most recent fiscal year and did not meet during STI Classic Variable
Trust's most recent fiscal year.

COMMUNICATIONS WITH THE BOARD

Shareholders wishing to submit written communications to the Board should
send their communications c/o BISYS Fund Services Ohio, Inc., 3435 Stelzer Road,
Columbus, Ohio 43219. Any such communications received will be reviewed by the
Board at its next regularly scheduled meeting.

BOARD APPROVAL OF THE ELECTION OF TRUSTEES

At the meeting of the Board of Trustees held on August 20, 2004, the Board
of Trustees voted to approve a Special Shareholder Meeting to elect each of the
Nominees as Trustee of the Trusts. In voting to approve a Special Shareholder
Meeting to elect the Nominees, the Board of Trustees considered the Nominees'
experience and qualifications and determined that each Nominee is qualified to
serve or continue to serve as a Trustee.

SHAREHOLDER APPROVAL OF THE ELECTION OF TRUSTEES

At the Special Meeting, it is proposed that nine Trustees be elected to
hold office until their successors are duly elected and qualified. The election
of Trustees requires the affirmative vote of a plurality of all votes cast at
the Special Meeting, provided that a majority of the shares entitled to vote are
present in person or by proxy at the Special Meeting. The persons named in the
accompanying proxy intend, in the absence of contrary instructions, to vote all
proxies on behalf of the shareholders for the election of Richard W. Courts, II,
Clarence H. Ridley, Thomas C. Gallagher, F. Wendell Gooch, James O. Robbins,
Jonathan T. Walton, Sidney E. Harris, Warren Y. Jobe, and Charles D. Winslow. If
you return your proxy but give no voting instructions, your shares will be voted
FOR all Nominees named herein. If the Nominees are not approved by shareholders
of the Trusts, the current Boards of Trustees will remain in place and will
consider alternative nominations.

THE BOARD OF TRUSTEES RECOMMENDS THAT YOU
VOTE FOR EACH OF THE NOMINEES

DISCUSSION OF PROPOSAL 2:

APPROVAL OF NEW SUBADVISORY AGREEMENT

PROPOSAL 2: TO APPROVE A NEW SUBADVISORY AGREEMENT BETWEEN TRUSCO CAPITAL
MANAGEMENT, INC. AND ZEVENBERGEN CAPITAL INVESTMENTS LLC WITH RESPECT TO STI
CLASSIC FUNDS' AGGRESSIVE GROWTH STOCK FUND AND EMERGING GROWTH STOCK FUND.

SHAREHOLDERS VOTING ON PROPOSAL 2: SHAREHOLDERS OF STI CLASSIC FUNDS' AGGRESSIVE
GROWTH STOCK FUND AND EMERGING GROWTH STOCK FUND.

SUMMARY

At the Special Meeting, it is proposed that a new investment subadvisory
agreement (the "New Subadvisory Agreement") between Trusco Capital Management,
Inc. (the "Adviser") and Zevenbergen Capital Investments LLC (the "Subadviser")
be approved by shareholders of STI Classic Funds' Aggressive Growth Stock Fund
and Emerging Growth Stock Fund (each a "Fund" and together, the "Funds"). The
persons named in the accompanying proxy intend, in the absence of contrary
instructions, to vote all proxies on behalf of the shareholders for the approval
of the New Subadvisory Agreement. FOR THE REASONS DISCUSSED BELOW, THE BOARD
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE APPROVAL OF THE NEW SUBADVISORY
AGREEMENT.

GENERAL INFORMATION

You are being asked to approve the New Subadvisory Agreement for the Funds.
The Adviser serves as investment adviser to the Funds pursuant to an investment
advisory agreement dated June 15, 1993. The Adviser continuously reviews,
supervises and administers each Fund's investment program. The Subadviser serves
as the subadviser to the Funds and manages the portfolios of the Funds on a
day-to-day basis pursuant to an investment subadvisory agreement with the
Adviser dated February 20, 2004 (the "Old Subadvisory Agreement"). The Adviser
oversees the Subadviser to ensure compliance with the Funds' investment policies
and guidelines and monitors the Subadviser's adherence to its investment style.
The Board of Trustees of STI Classic Funds supervises the Adviser and the
Subadviser and establishes policies that the Adviser and Subadviser must follow
in their management activities. Shareholders of the Funds have not previously
approved the agreement with the Subadviser.

On October 1, 2004, the Adviser acquired a controlling interest in the
Subadviser (the "Acquisition"). The 1940 Act, which regulates investment
companies such as the Trusts, requires an investment subadvisory agreement
between an investment adviser and its subadviser to terminate automatically
whenever there is a change in control of either entity. After an investment
subadvisory agreement terminates, shareholders are required to approve a new
agreement between an investment adviser and the investment subadviser. In
anticipation of the Acquisition, the Board of Trustees of STI Classic Funds
approved an interim investment subadvisory agreement (the "Interim Subadvisory
Agreement") for the Funds so that, upon the consummation of the Acquisition, the
Funds will continue to be managed by the Subadviser. In order for the Subadviser
to continue as the investment subadviser beyond the 150-day term of the Interim
Subadvisory Agreement, and to receive all of the subadvisory fees under those
agreements, shareholders must approve the New Subadvisory Agreement (attached
hereto as Exhibit A) within the 150-day period ending on February 27, 2005.

The New Subadvisory Agreement is identical in all material respects to the
Old Subadvisory Agreement and the Interim Subadvisory Agreement. Fees payable to
the Subadviser under the New Subadvisory Agreement are identical to those
payable under the Old Subadvisory Agreement and the Interim Subadvisory
Agreement. More information about the New Subadvisory Agreement is included
below.

THE ADVISER AND SUBADVISER

The Adviser is a professional investment management firm registered with
the SEC under the Investment Advisers Act of 1940. The Board of Trustees
supervises the Adviser and establishes policies that the Adviser
9

must follow in its management activities. The principal business address of the
Adviser is 50 Hurt Plaza, Suite 1400, Atlanta, Georgia 30303. As of June 30,
2004, the Adviser had discretionary management authority with respect to
approximately $66 billion of assets under management.

The Subadviser was founded in 1987 and manages domestic growth equity
assets. The firm's client base is comprised of a blend of institutional
tax-exempt and taxable separately managed accounts. As a domestic growth equity
manager, the Subadviser manages assets for a variety of entities, including
public funds, foundations, endowments, corporations, pooled accounts, and
private individuals. The Subadviser selects, buys, and sells securities for the
Aggressive Growth Stock Fund and the Emerging Growth Stock Fund under the
supervision of the Adviser and the Board of Trustees. The principal business
address of the Subadviser is 601 Union Street, Suite 4600, Seattle, Washington
98101. As of June 30, 2004, the Subadviser had approximately $1 billion of
assets under management.

Listed below are the names and principal occupations of each of the
directors and principal executive officers of the Subadviser. The principal
business address of each director and principal executive officer, as it relates
to his or her duties with the Subadviser, is 601 Union Street, Suite 4600,
Seattle, Washington 98101.

<Table>
<Caption>
NAME POSITION WITH THE SUBADVISER
- ---- ----------------------------

Nancy A. Zevenbergen..................... President and Chief Investment Officer
Brooke de Boutray........................ Managing Director and Portfolio Manager
Lisa Foley............................... Managing Director and Investment Officer
Leslie Tubbs............................. Managing Director and Portfolio Manager
</Table>

THE NEW SUBADVISORY AGREEMENT

A form of the New Subadvisory Agreement is attached to this proxy statement
as Exhibit A. The New Subadvisory Agreement is identical to the Old Subadvisory
Agreement, except for dates of execution, effectiveness and termination. The
Subadviser's fee rates for its services to the Funds under the New Subadvisory
Agreement are the same as its fee rates under the Old Subadvisory Agreement. The
Subadviser is entitled to receive from the Adviser 0.625% of each Fund's daily
net assets. For the fiscal year ended May 31, 2004, the Subadviser received
subadvisory fees of $7,000 for each of the Funds.

Under the New Subadvisory Agreement, the Subadviser makes the investment
decisions for and continuously reviews, supervises, and administers the
investment program of the Aggressive Growth Stock Fund and the Emerging Growth
Stock Fund, subject to the supervision of, and policies established by, the
Adviser and the Trustees of STI Classic Funds. After the initial two year term,
the continuance of the New Subadvisory Agreement with respect to either Fund
must be specifically approved at least annually by (i) the vote of the Trustees
or a vote of the shareholders of the Fund and (ii) the vote of a majority of the
Trustees who are not parties to the New Subadvisory Agreement or "interested
persons" of any party thereto, cast in person at a meeting called for the
purpose of voting on such approval. The New Subadvisory Agreement will terminate
automatically in the event of its assignment and is terminable at any time
without penalty by (i) the Trustees of STI Classic Funds or, with respect to
either Fund, by a majority of the outstanding shares of that Fund, (ii) the
Adviser at any time on not less than 30 days nor more than 60 days written
notice to the Subadviser, or (iii) the Subadviser on 90 days written notice to
the Adviser. The New Subadvisory Agreement provides that the Subadviser shall
not be protected against any liability by reason of willful misfeasance, bad
faith, or negligence on its part in the performance of its duties or from
reckless disregard of its obligations or duties thereunder.

For the fiscal year ended May 31, 2004, the Funds paid the following
aggregate brokerage commissions on portfolio transactions effected by affiliated
brokers:

<Table>
<Caption>
PERCENTAGE OF
AGGREGATE AMOUNT THE FUND'S
OF COMMISSIONS AGGREGATE
PAID TO ANY AFFILIATED BROKER BROKERAGE
FUND AFFILIATED BROKER AND RELATIONSHIP COMMISSIONS
- ---- ----------------- ----------------- -------------

Aggressive Growth Stock Fund... 176 SunTrust Robinson Humphries 0.66
Emerging Growth Stock Fund..... 103 SunTrust Robinson Humphries 0.36
</Table>

BOARD APPROVAL OF THE NEW SUBADVISORY AGREEMENT

At a meeting on August 20, 2004, the Board of Trustees of STI Classic Funds
approved the New Subadvisory Agreement, under which, subject to approval by each
Fund's shareholders, the Subadviser will continue to serve as investment
subadviser to each Fund. At the meeting, the Board evaluated information from
the Subadviser in order to consider the Subadviser's fee and other aspects of
the New Subadvisory Agreement. The Trustees discussed all the relevant
information that the Board received at the meeting and discussed the approval of
the New Subadvisory Agreement in light of this information. In its
deliberations, the Board did not identify any single piece of information that
was all-important or controlling, but did focus on the fact that the Subadviser
has been providing satisfactory subadvisory services to the Funds since their
inception on February 23, 2004. Based on the Board's deliberations and its
evaluation of the information described above, the Board, including all of the
Independent Trustees, unanimously agreed to approve the New Subadvisory
Agreement.

SHAREHOLDER APPROVAL OF THE NEW SUBADVISORY AGREEMENT

At the Special Meeting, it is proposed that the New Subadvisory Agreement
between the Adviser and the Subadviser be approved by shareholders of the Funds.
The approval of the New Subadvisory Agreement requires the affirmative vote of a
majority of the outstanding voting securities of each of the Funds. With respect
to the approval of the New Subadvisory Agreement, the term "majority of the
outstanding voting securities" means the vote of (a) 67% or more of the voting
securities of each Fund present at such meeting, if the holders of more than 50%
of the outstanding voting securities of such Fund are present or represented by
proxy, or (b) more than 50% of the outstanding voting securities of each Fund,
whichever is less. The persons named in the accompanying proxy intend, in the
absence of contrary instructions, to vote all proxies on behalf of the
shareholders for the approval of the New Subadvisory Agreement. If you return
your proxy but give no voting instructions, your shares will be voted FOR the
approval of the New Subadvisory Agreement. If the New Subadvisory Agreement is
not approved by shareholders of the Funds, then the Interim Subadvisory
Agreement will remain in effect while the Board of Trustees considers
alternatives.

THE BOARD OF TRUSTEES RECOMMENDS THAT YOU
VOTE FOR APPROVAL OF THE NEW SUBADVISORY AGREEMENT

ADDITIONAL INFORMATION

EXECUTIVE OFFICERS OF THE TRUSTS

Information about the Trusts' current principal executive officers is set
forth below.

<Table>
<Caption>
TERM OF NUMBER OF
OFFICE AND FUNDS IN THE
LENGTH OF PRINCIPAL OCCUPATION FUND COMPLEX TO
NAME AND AGE POSITION WITH THE TRUSTS TIME SERVED DURING THE PAST FIVE YEARS BE OVERSEEN
- ------------ ------------------------ ----------- -------------------------- ---------------

R. Jeffrey Young, 40... President No set term; Senior Vice President of 59
served since Relationship Management at BISYS
June 2004 Fund Services since April 2002.
Vice President of Client Services
at BISYS Fund Services from May
1997 to April 2002.

Bryan C. Haft, 39...... Treasurer and Chief No set term; Vice President of Financial 59
Financial Officer served since Administration at BISYS Fund
June 2004 Services since July 2000. Director
of Administration Services at
BISYS Fund Services from May 1998
to July 2000.

Deborah A. Lamb, 51 Chief Compliance No set term; Chief Compliance Officer and 59
Officer, Vice President, served since Executive Vice President of Trusco
and Assistant Secretary November Capital Management, Inc. since
2003 March 2003 and President of
Investment Industry Consultants,
LLC since June 2000. Director of
Compliance at INVESCO, Inc. from
March 1995 to June 2000.

Kathleen Lentz, 44 Vice President and No set term; Vice President and Manager of 59
Assistant Secretary served since Special Entities in Financial
November Intelligence Unit of SunTrust Bank
2003 since 2002. Vice President of the
Third Party Mutual Funds Unit of
SunTrust Bank from 1996 to 2002.

Alaina V. Metz, 37 Assistant Secretary No set term; Vice President of Blue Sky 59
served since Compliance at BISYS Fund Services
July 2004 since January 2002. Chief
Administrative Officer of Blue Sky
Compliance at BISYS Fund Services
from June 1995 to January 2002.

Julie M. Powers, 34 Assistant Secretary No set term; Senior Paralegal of Legal Services 59
served since at BISYS Fund Services since June
June 2004 2000. Paralegal at Phillips,
Lytle, Hitchcock, Blaine & Huber
LLP (law firm) from March 1998 to
June 2000.

Traci Thelen, 31 Secretary No set term; Counsel of Legal Services at BISYS 59
served since Fund Services since July 2004.
June 2004 General Counsel of ALPS Mutual
Funds Services, Inc. from May 2002
to July 2004, after serving as
Associate Counsel from October
1999 to May 2002.
</Table>

INVESTMENT ADVISER

Trusco Capital Management, Inc., 50 Hurt Plaza, Suite 1400, Atlanta,
Georgia 30303, serves as the Trusts' investment adviser and is an indirect
wholly-owned subsidiary of SunTrust Banks, Inc., 303 Peachtree Street, NE,
Atlanta, Georgia 30308.

INVESTMENT SUBADVISER

Zevenbergen Capital Investments LLC, 601 Union Street, Suite 4600, Seattle,
Washington 98101, serves as the subadviser to STI Classic Funds' Aggressive
Growth Stock Fund and Emerging Growth Stock Fund.

ADMINISTRATOR

BISYS Fund Services Ohio, Inc. (the "Administrator"), an Ohio corporation,
has its principal business offices at 3435 Stelzer Road, Columbus, Ohio 43219.
The Administrator and its affiliates provide administration and distribution
services to other investment companies.

DISTRIBUTOR AND PRINCIPAL UNDERWRITER

BISYS Fund Services, Limited Partnership (the "Distributor"), located at
3435 Stelzer Road, Columbus, Ohio 43219, serves as the Trusts' distributor. The
Distributor is a wholly-owned subsidiary of BISYS Group, Inc.

5% SHAREHOLDERS

As of the Record Date, the following persons were the only persons who were
record owners or, to the knowledge of the Trusts, were beneficial owners of 5%
or more of the outstanding shares of each fund of the Trusts, as described
below:

STI CLASSIC FUNDS

<Table>
<Caption>
NAME OF FUND/ AMOUNT AND NATURE OF PERCENTAGE
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- -------------- ------------------------------------ -------------------- ----------

Aggressive Growth Stock Fund -- A
Shares............................... NFSC FEBO 073-164534 6424.831 76.45%
NFS/FMTC IRA
316 Roslyn Road
Richmond, VA 23226-1641
Wachovia Securities LLC FBO 1979.521 23.55
Lisa C. Foley
4325 Phinney Avenue North
Seattle, WA 98103-7101
Aggressive Growth Stock Fund -- L
Shares............................... NFSC FEBO G1R-153664 7617.599 86.76
Jonathan T. Walton Trustee
37 Warner Road
Grosse Pointe, MI 48236-3745
Wachovia Securities LLC FBO 1162.791 13.24
Leslie C. Tubbs
12931 S.E. 26th Place, Apt. C2
Bellevue, WA 98005-5112
Aggressive Growth Stock Fund -- T
Shares............................... Trustman 3620440.334 100.00
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Balanced Fund -- A Shares............ NFSC FEBO F4R-035084 625116.454 82.22
NFSC/FMTC IRA
7406 E. Gospel Island Road
Inverness, FL 34450-2509
</Table>

Balanced Fund -- L Shares............ NFSC FEBO A1F-064785 4727275.968 98.06%
Joseph P. Shannon
112 Maiden Choice Lane
Catonsville, MD 21228-3617
Balanced Fund -- T Shares............ SunTrust Bank 13444266.338 67.22
Various Benefit Plans
8515 E. Orchard Road
Greenwood Village, CO 80111-5002
Trustman 5296335.619 26.48
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Charles Schwab & Co., Inc. 1161842.501 5.81
Special Custody Account FBO
Customers
101 Montgomery Street
San Francisco, CA 94104-4122
Capital Appreciation Fund -- A
Shares............................... NFSC FEBO WXP-007900 6216335.43999999 52.26
NFS FMTC Rollover IRA
629 Ontario Avenue
Tampa, FL 33606
Nationwide Insurance Company Trust 920794.697 7.74
P.O. Box 182029
c/o IPO Portfolio Accounting
Columbus, OH 43218-2029
Capital Appreciation Fund -- L
Shares............................... NFSC FEBO F5R-088250 8066034.37699999 97.03
Robert E. Sebring Trust A-6
107 Courtyard Lane
Woodstock, GA 30189
Capital Appreciation Fund -- T
Shares............................... Trustman 81331568.68 65.39
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Great West Life & Annuity Company 19669149.215 15.81
8515 E. Orchard Road
c/o FASCORP Recordkeeper
Greenwood Village, CO 80111-5002
SunTrust Bank 18387306.602 14.78
Various Benefit Plans
8515 E. Orchard Road
Greenwood Village, CO 80111-5002
Classic Institutional Cash Management
Money Market --
Institutional Shares................. SunTrust Bank 1355518045.35 50.24
Mail Center 3133
P.O. Box 105504
Atlanta, GA 30348-5504
</Table>

SunTrust Capital Markets ACH 1229968,407.54 45.59%
Attn: Anita Woods Center 3910
303 Peachtree Street
Atlanta, GA 30308-3201
Classic Institutional
High Quality Bond Fund --
Institutional Shares................. Trustman 4410434.392 100.00
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Classic Institutional High
Quality Bond Fund --
T Shares............................. Trustman 12240052.574 100.00
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Classic Institutional
Short-Term Bond Fund -- Institutional
Shares............................... Trustman 3415668.589 100.00
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Classic Institutional Super
Short Income Plus Fund --
Institutional Shares................. Trustman 43837761.265 100.00
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Classic Institutional Super
Short Income Plus Fund --
T Shares............................. Trustman 71701579.92 100.00
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Classic Institutional Total
Return Bond Fund --
Institutional Shares................. Trustman 1445122.53 100.00
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Classic Institutional Total
Return Bond Fund --
T Shares............................. Trustman 3292126.984 100.00
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
</Table>

Classic Institutional
U.S. Government Securities
Money Market Fund -- Institutional
Shares............................... SunTrust Bank 554113980.61 62.21%
Mail Center 3133
P.O. Box 105504
Atlanta, GA 30348-5504
SunTrust Capital Markets ACH 336568381.42 37.79
Attn: Anita Woods Center 3910
303 Peachtree Street
Atlanta, GA 30308-3201
Classic Institutional
U.S. Government Securities Super
Short Income Plus
Fund -- Institutional Shares......... Trustman 30877029.034 67.91
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
National Public Radio D I Group 14589046.376 32.09
635 Massachusetts Avenue
c/o Assistant Treasurer
Washington, DC 20001-3740
Classic Institutional
U.S. Government Securities Super
Short Income Plus Fund -- L Shares... NFSC FEBO A1F-979716 2272252.188 99.11
Prime Rib Inc.
2020 K. Street, N.W.
Washington, DC 20006-1806
Classic Institutional
U.S. Treasury Securities Money Market
Fund -- Corporate Trust.............. SunTrust Bank 1365964249.03 100.00
Mail Center 3133
P.O. Box 105504
Atlanta, GA 30348-5504
Classic Institutional U.S. Treasury
Securities Money Market
Fund -- Institutional Shares......... SunTrust Capital Markets ACH 178574893.86 46.07
Attn: Anita Woods Center 3910
303 Peachtree Street
Atlanta, GA 30308-3201
SunTrust Banks 156725878.97 40.43
Mail Center 3133
P.O. Box 105504
Atlanta, GA 30348-5504
</Table>

National Financial Services Corp. 52355472.23 13.51%
Exclusive Benefit of Our Customers
Attn: Mutual Funds Department
200 Liberty Street
New York, NY 10281-5503
Emerging Growth Stock Fund --
A Shares............................. NFSC FEBO F1R-239674 6739.379 80.79
Stephanie Sharp Trustee
462 Wiltshire Boulevard
U A 10 24 86
Port Orange, FL 32127
Wachovia Securities LLC FBO 1,602.187 19.21
Mr. Herbert W. Albin, Jr.
124 N. 177th Street
Shoreline, WA 98133-4707
Emerging Growth Stock Fund --
L Shares............................. NFSC FEBO G1R-153664 1548.32 59.71
Jonathan T. Walton Trustee
37 Warner Road
Grosse Pointe, MI 48236-3745
Wachovia Securities LLC FBO 1044.932 40.29
Leslie C. Tubbs
12931 S.E. 26th Place, Apt. C2
Bellevue, WA 98005-5112
Emerging Growth Stock Fund -- T
Shares............................... Trustman 1783033.56 100.00
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Florida Tax-Exempt Bond Fund -- A
Shares............................... NFSC FEBO WXP-007684 521769.412 82.16
Margaret L. Rose Trust
700 Mease Plaza, Apt. 330
Dunedin, FL 34698-6621
Mildred Meinhart Rast 40325.404 6.35
821 Lake Port Boulevard,
Apt. A404
Leesburg, FL 34748-7698
Florida Tax-Exempt Bond Fund -- L
Shares............................... NFSC FEBO FFR-058130 1456195.505 97.68
Gerlando Traina
9755 N.W. 52nd Street 120
Miami, FL 33178-2073
Florida Tax-Exempt Bond Fund -- T
Shares............................... Trustman 14259862.915 100.00
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Georgia Tax-Exempt Bond Fund -- A
Shares............................... NFSC FEBO G1R-110124 184381.066 73.70
Coralie Harney
945 Camp Creek Drive
Lilburn, GA 30047-5404
</Table>

John L. Conyers 14623.64 5.85%
124 Etowah Drive
Cartersville, GA 30120-3730
Georgia Tax-Exempt Bond Fund -- L
Shares............................... NFSC FEBO G1R-005134 1036340.117 93.04
Frances H. Wynn
3960 Stone Village Court
Duluth, GA 30097-7620
Georgia Tax-Exempt Bond Fund -- T
Shares............................... Trustman 9415210.486 99.87
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Growth and Income Fund -- A Shares... NFSC FEBO A1F-862614 2374131.616 77.29
NFSC FMTC IRA
12041 Sparrow Point Road
Machipongo, VA 23405-2519
Nationwide Insurance Company Trust 329998.482 10.74
P.O. Box 82029
c/o IPO Portfolio Accounting
Columbus, OH 43218-2029
Growth and Income Fund -- L Shares... NFSC FEBO F9R-156990 6210071.323 97.84
NFS/FMTC IRA
1905 N. Ocean Boulevard
Ft. Lauderdale, FL 33305-3747
Growth and Income Fund -- T Shares... Trustman 51212887.664 95.04
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
High Income Fund -- A Shares......... NFSC FEBO WXP-003476 210672.716 100.00
Ounce of Prevention Fund
111 N. Gadsden Street
Tallahassee, FL 32301-1507
High Income Fund -- L Shares......... NFSC FEBO A1F-360147 8842360.672 98.31
NFS/FMTC IRA
6717 Kenhill Road
Bethesda, MD 20817-6015
High Income Fund -- T Shares......... Trustman 6312245.283 96.66
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Information and Technology Fund -- A
Shares............................... NFSC FEBO F6R-064696 184.531 100.00
NFS/FMTC IRA
1168 Ponte Vedra Boulevard
Ponte Vedra, FL 32082-4202
</Table>

Information and Technology Fund -- L
Shares............................... NFSC FEBO DFL-017787 890216.758000001 93.36%
Rene B. Shepperson CUST
19046 Dixie Belle Lane
Bumpass, VA 23024-2007
Information and Technology Fund -- T
Shares............................... SunTrust Bank 607415.202 52.60
Various Benefit Plans
8515 E. Orchard Road
Greenwood Village, CO 80111-5002
Trustman 514272.098 44.54
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
International Equity Fund -- A
Shares............................... NFSC FEBO G1R-035483 464863.182 65.23
Fran L. Friedrich
3612 Sadlers Walk
Marietta, GA 30068-2467
Nationwide Insurance Company Trust 147033.822 20.63
P.O. Box 182029
c/o IPO Portfolio Accounting
Columbus, OH 43218-2029
International Equity Fund -- L
Shares............................... NFSC FEBO F7R-014087 702755.776 87.74
Joe L. John
Route 6 Box 619
Okeechobee, FL 34974-8909
International Equity Fund -- T
Shares............................... Trustman 33187513.786 95.38
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
International Equity Index Fund -- A
Shares............................... NFSC FEBO F3R-029580 1360594.904 95.89
Elizabeth C. Marshall
1334 Harbor Drive
Sarasota, FL 34239-2012
International Equity Index Fund -- L
Shares............................... NFSC FEBO F4R-092096 493552.728 96.69
Robert J. Szczesny
4512 Bromley Avenue
Spring Hill, FL 34609-1705
International Equity Index Fund -- T
Shares............................... Trustman 24517304.542 74.90
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
State Street Bank and Trust Co. 6964651.213 21.28
Emory University Endowment
1 Enterprise Drive
Quincy, MA 02171-2126
</Table>

Investment Grade Bond Fund -- A
Shares............................... NFSC FEBO F4R-036943 1762388.169 60.26%
NFSC/FMTC IRA
1464 E. McKinley Street
Hernando, FL 34442-4548
Nationwide Insurance Company Trust 616546.25 21.08
P.O. Box 182029
c/o IPO Portfolio Accounting
Columbus, OH 43218-2029
Investment Grade Bond Fund -- L
Shares............................... NFSC FEBO F4R-063649 2003862.743 96.80
Richard L. Harms
11716 W. Bayshore Drive
Crystal River, FL 34429-9259
Investment Grade Bond Fund -- T
Shares............................... Trustman 42996135.677 81.47
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
SunTrust Bank 9774636.416 18.52
Various Benefit Plans
8515 E. Orchard Road
Greenwood Village, CO 80111-5002
Investment Grade Tax-Exempt Bond
Fund -- A Shares..................... NFSC FEBO WXW-006254 620041.513 38.57
Nancy Wright Konta
28 W. 3rd Street, Apt. 1409
South Orange, NJ 07079-1785
Legg Mason Wood Walker Inc. 144624.062 9.00
358-16874-19
P.O. Box 1476
Baltimore, MD 21202
Marion G. Nelson 100000 6.22
P.O. Box 2531
Panama City, FL 32402-2531
Investment Grade Tax-Exempt Bond
Fund -- L Shares..................... NFSC FEBO G1F-069264 1519227.305 93.15
Irene M. Giroux
760 Marshview Close
Roswell, GA 30076-3283
Investment Grade Tax -- Exempt Bond
Fund -- T Shares..................... Trustman 17735343.465 91.31
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Life Vision Aggressive Growth
Fund -- A Shares..................... NFSC FEBO F1R-213772 92008.053 100.00
NFS/FMTC IRA
2286 Lake Pointe Circle
Leesburg, FL 34748-9580
</Table>

Life Vision Aggressive Growth
Fund -- B Shares..................... NFSC FEBO F7R-068934 465838.056 100.00%
NFS/FMTC IRA
1840 S. Combee Road
Lakeland, FL 33801-6852
Life Vision Aggressive Growth
Fund -- T Shares..................... SunTrust Bank 3550122.143 92.92
Various Benefit Plans
8515 E. Orchard Road
Greenwood Village, CO 80111-5002
Trustman 265052.618 6.94
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Life Vision Conservative Fund -- A
Shares............................... NFSC FEBO FFR-042510 37251.885 100.00
Nancy Gregory
1085 E. Cardinal Drive
Lock Haven, PA 17745-8802
Life Vision Conservative Fund -- B
Shares............................... NFSC FEBO F2R-044741 482718.635 100.00
NFS/FMTC Roll IRA
250 S.E. Lakeview Drive
Keystone Heights, FL
32656-9203
Life Vision Conservative Fund -- T
Shares............................... SunTrust Bank 2935.495 77.52
Various Benefit Plans
8515 E. Orchard Road
Greenwood Village, CO 80111-5002
Trustman 805.709 21.28
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Life Vision Growth and Income
Fund -- A Shares..................... NFSC FEBO F7R-031739 232844.928 100.00
Paul John Noris
5914 Lake Victoria Drive
Lakeland, FL 33813-4719
Live Vision Growth and Income
Fund -- B Shares..................... NFSC FEBO F8R-070424 1389031.87 99.97
NFS/FMTC IRA
622 E. 20th Street
Alton, IL 62002-3540
Life Vision Growth and Income
Fund -- T Shares..................... SunTrust Bank 7158952.683 95.69
Various Benefit Plans
Greenwood Village, CO 80111-5002
Life Vision Moderate Growth Fund -- A
Shares............................... NFSC FEBO F7F-000760 428655.808 100.00
NFS/FMTC Roll IRA
2520 Logandale Drive
Orlando, FL 32817-4714
</Table>

Life Vision Moderate Growth Fund -- B
Shares............................... NFSC FEBO FFR-067636 1371665.119 99.68%
Esther Santos
11830 S.W. 112th Avenue Circle
Miami, FL 33176-3955
Life Vision Moderate Growth Fund -- T
Shares............................... SunTrust Bank 10110582.026 83.76
Various Benefit Plans
8515 E. Orchard Road
Greenwood Village, CO 80111-5002
Trustman 1794779.859 14.87
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Limited Term Federal Mortgage
Securities Fund -- A Shares.......... NFSC FEBO F4R-034312 743744.069 88.08
NFSC/FMTC IRA
4521 School Road
Land O Lakes, FL 34639-3644
Nationwide Insurance Company Trust 82801.433 9.81
P.O. Box 182029
c/o IPO Portfolio Accounting
Columbus, OH 43218-2029
Limited Term Federal Mortgage
Securities Fund -- L Shares.......... NFSC FEBO F3R-095346 4901904.11400001 98.95
NFS/FMTC IRA
803 Hawaiian Drive
Wauchula, FL 33873-3527
Limited Term Federal Mortgage
Securities Fund -- T Shares.......... Trustman 42450981.62 97.69
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Maryland Municipal Bond Fund -- L
Shares............................... NFSC FEBO A1F-732028 1565075.771 98.90
Joyce M. Purcell
3803 Bradley Lane
Chevy Chase, MD 20815-4254
Maryland Municipal Bond Fund -- T
Shares............................... Trustman 2844998.776 100.00
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Mid-Cap Equity Fund -- A Shares...... NFSC FEBO A1F-000582 1395340.319 78.44
Laura A. Martin
1506 Meads Road
Norfolk, VA 23505-1822
Nationwide Insurance Company Trust 138834.37 7.80
P.O. Box 182029
c/o IPO Portfolio Accounting
Columbus, OH 43218-2029
</Table>

Mid-Cap Equity Fund -- L Shares...... NFSC FEBO FFR-000868 1522158.221 97.36%
Phyllis J Sague
27455 SW 168th AVE
Homestead, FL 33031-2735
Mid-Cap Equity Fund -- T Shares...... Trustman 15385576.592 93.60
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
SunTrust Bank 1049368.862 6.38
Various Benefit Plans
8515 E. Orchard Road
Greenwood Village, CO 80111-5002
Mid-Cap Value Equity Fund -- A
Shares............................... NFSC FEBO F6F-007382 89611.337 96.57
NFS/FMTC IRA
3940 Townsend Boulevard
Jacksonville, FL 32277-2202
Mid-Cap Value Equity Fund -- L
Shares............................... NFSC FEBO F3R-100048 686154.611 99.15
NFS/FMTC IRA
1705 Southpointe Drive
Sarasota, FL 34231-5335
Mid-Cap Value Equity Fund -- T
Shares............................... Trustman 14949599.06 98.50
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Prime Quality Money Market Fund -- A
Shares............................... NFSC FEBO G1R-024627 1846883370.65 97.88
Cathleen M. Hall
5784 Dexters Mill Place
Buford, GA 30518-2298
Prime Quality Money Market Fund -- L
Shares............................... NFSC FEBO A1F-878502 15155145.94 98.49
Stefan Fraas
1580 Thornridge Way
Charlottesville, VA 22911-8275
Prime Quality Money Market Fund -- T
Shares............................... SunTrust Bank 2687357732.02 89.91
Mail Center 3133
P.O. Box 105504
Atlanta, GA 30348-5504
SunTrust Bank 222272124.99 7.44
Various Benefit Plans
8515 E. Orchard Road
Greenwood Village, CO 80111-5002
</Table>

Short-Term Bond Fund -- A Shares..... NFSC FEBO A1F-255238 456963.187 71.86%
Forrest M. Williamson
3134 Sedgewick Drive
Lynchburg, VA 24503-3344
Nationwide Insurance Company Trust 142738.934 22.45
P.O. Box 182029
c/o IPO Portfolio Accounting
Columbus, OH 43218-2029
Short-Term Bond Fund -- L Shares..... NFSC FEBO F9R-155080 2014528.403 98.45
NFS/FMTC IRA
10352 Polo Lake Drive W.
Wellington, FL 33414-6181
Short-Term Bond Fund -- T Shares..... Trustman 25864095.951 93.85
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
SunTrust Bank 1404926.851 5.10
Various Benefit Plans
8515 E. Orchard Road
Greenwood Village, CO 80111-5002
Short-Term U.S. Treasury Securities
Fund -- A Shares..................... NFSC FEBO WXP-005436 1053020.522 86.41
Peter L. Peri
2525 Pot Spring Road,
Unit L404
Timonium, MD 21093-2793
Nationwide Insurance Company Trust 123107.724 10.10
P.O. Box 182029
c/o IPO Portfolio Accounting
Columbus, OH 43218-2029
Short-Term U.S. Treasury Securities
Fund -- L Shares..................... NFSC FEBO F9R-147893 4848656.999 98.94
Monica Schaly
777 S. Federal Highway,
Apt. RP417
Pompano Beach, FL 33062-8407
Short-Term U.S. Treasury Securities
Fund -- T Shares..................... Trustman 6637417.558 75.50
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Cenco 1504780.762 17.12
AMG 7th Floor
P.O. Box 10566
Birmingham, AL 35296-0566
SunTrust Bank 648899.02 7.38
Various Benefit Plans
8515 E. Orchard Road
Greenwood Village, CO 80111-5002
</Table>

Small Cap Growth Stock Fund -- A
Shares............................... NFSC FEBO FEF-002747 836806.344999999 38.24%
NFS/FMTC IRA
118 Laurel Tree Way
Brandon, FL 33511-8030
Davenport Company LLC 626801.685 28.64
Rachel Wilcox
12621 Gallop Lane
Maidens, VA 23102-2078
Nationwide Insurance Company Trust 189818.592 8.67
P.O. Box 182029
c/o IPO Portfolio Accounting
Columbus, OH 43218-2029
Small Cap Growth Stock Fund -- L
Shares............................... NFSC FEBO F8R-061000 1668348.975 85.48
Dorothy Krech Trustee
1550 Old Titusville Road
Deltona, FL 32725-9509
Small Cap Growth Stock Fund -- T
Shares............................... Trustman 32494584.491 85.05
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
SunTrust Bank 3215220.573 8.42
Various Benefit Plans
8515 E. Orchard Road
Greenwood Village, CO 80111-5002
Small Cap Value Equity Fund -- A
Shares............................... NFSC FEBO WXP-006963 248435.28 98.18
Eric J Davis
3201 Fritzke Rd
Dover, FL 33527-3447
Small Cap Value Equity Fund -- L
Shares............................... NFSC FEBO 073-061778 2332880.667 97.05
Fathia Gibril
11036 Powder Horn Drive
Potomac, MD 20854-2536
Small Cap Value Equity Fund -- T
Shares............................... Trustman 28996888.156 81.67
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
SunTrust Bank 4878623.002 13.74
Various Benefit Plans
8515 E. Orchard Road
Greenwood Village, CO 80111-5002
Strategic Income Fund -- A Shares.... NFSC FEBO 073-164950 410438.882 98.25
NFS/FMTC IRA
115 Oak Grove
Norfolk, VA 23505-4346
</Table>

Strategic Income Fund -- L Shares.... NFSC FEBO 073-100447 9349269.29100001 98.07%
Kenneth A. Hampton
1410 Staples Street
Radford, VA 24141-3330
Strategic Income Fund -- T Shares.... Trustman 10792726.673 99.93
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Strategic Quantitative Equity
Fund -- A Shares..................... NFSC FEBO G4R-008516 16525.16 93.46
NFSC/FMTC IRA
8701 Macon Road
Midland, GA 31820-4118
Jesse A. Mohney 1157.141 6.54
7000 Fox Glove Lane
Tallahassee, FL 32312-3644
Strategic Quantitative Equity
Fund -- L Shares..................... NFSC FEBO F1F-060003 129905.963 99.12
Barbara G. Askin CUST
5374 Jamaica Road
Cocoa, FL 32927-9059
Strategic Quantitative Equity
Fund -- T Shares..................... Trustman 6015452.093 99.99
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Tax-Exempt Money Market Fund -- A
Shares............................... National Financial Services Corp. 273470864.36 98.22
Exclusive Benefit of Our Customers
Attn: Mutual Funds Department
200 Liberty Street
New York, NY 10281-5503
Tax-Exempt Money Market Fund -- T
Shares............................... SunTrust Bank 984873789.22 100.00
Mail Center 3133
P.O. Box 105504
Atlanta, GA 30348-5504
Tax Sensitive Growth Stock Fund -- A
Shares............................... NFSC FEBO 073-164950 30608.244 100.00
NFS/FMTC IRA
115 Oak Grove Road
Norfolk, VA 23505-4346
Tax Sensitive Growth Stock Fund -- L
Shares............................... NFSC FEBO G6R-005886 3581489.39199999 96.69
Travis G. Estes
5340 Cathy Street
Cedar Bluff, AL 35959-5100
</Table>

Tax Sensitive Growth Stock Fund -- T
Shares............................... Trustman 4894597.778 98.98%
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
U.S. Government Securities Fund -- A
Shares............................... NFSC FEBO WXW-003727 754770.788 91.23
Guillermina Fuenmayor
537 Minorca Avenue
Coral Gables, FL 33134-4225
U.S. Government Securities Fund -- L
Shares............................... NFSC FEBO F3R-095680 1538108.26 99.45
Alice P. Sawyer Trustee
3730 Cadbury Circle, Apt. 627
Venice, FL 34293-2216
U.S. Government Securities Fund -- T
Shares............................... Trustman 25502483.729 89.53
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
SunTrust Bank 2719316.884 9.55
Various Benefit Plans
8515 E. Orchard Road
Greenwood Village, CO 80111-5002
U.S. Government Securities Money
Market Fund -- A Shares.............. National Financial Services Corp. 215437943.96 91.70
Exclusive Benefit of Our Customers
Attn: Mutual Funds Department
200 Liberty Street
New York, NY 10281-5503
U.S. Government Securities Money
Market Fund -- T Shares.............. SunTrust Bank 504449496.73 86.17
Mail Center 3133
P.O. Box 105504
Atlanta, GA 30348-5504
SunTrust Bank 80978434.406 13.83
Various Benefit Plans
8515 E. Orchard Road
Greenwood Village, CO 80111-5002
U.S. Treasury Money Market Fund -- A
Shares............................... National Financial Services Corp. 401084.46 100.00
Exclusive Benefit of Our Customers
Attn: Mutual Funds Department
200 Liberty Street
New York, NY 10281-5503
U.S. Treasury Money Market Fund -- T
Shares............................... SunTrust Bank 1348552514.65 99.08
Mail Center 3133
P.O. Box 105504
Atlanta, GA 30348-5504
</Table>

Value Income Stock Fund -- A
Shares............................... NFSC FEBO F4R-067458 3589891.63 57.56%
NFS/FMTC IRA
22731 Southshore Drive
Land O Lakes, FL 34639-4753
Nationwide Insurance Company Trust 501790.891 8.05
P.O. Box 182029
c/o IPO Portfolio Accounting
Columbus, OH 43218-2029
Value Income Stock Fund -- L
Shares............................... NFSC FEBO G3R-027197 4453760.34599999 92.37
NFS/FMTC IRA
2407 Belgrade Court
Augusta, GA 30906-4006
Value Income Stock Fund -- T
Shares............................... Trustman 47544305.707 73.71
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
SunTrust Bank 11739411.669 18.20
Various Benefit Plans
8515 E. Orchard Road
Greenwood Village, CO 80111-5002
Nissan Motor Corp. USA 5215547.311 8.09
401K Plan RH06
State Street Bank
Attn: Cathie Noyes
P.O. Box 1992
Boston, MA 02105-1992
Virginia Intermediate Municipal Bond
Fund -- A Shares..................... NFSC FEBO DFL-027855 922665.914 86.78
Joyce R. Butterworth
8001 Sandy Ridge Road
Hopewell, VA 23860-8604
Virginia Intermediate Municipal Bond
Fund -- T Shares..................... Trustman 17409333.938 100.00
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Virginia Municipal Bond Fund -- A
Shares............................... NFSC FEBO DFL-080322 18248.428 99.95
John L. Creiman
5336 Tranquilla Circle
Clay, NY 13041-9117
Virginia Municipal Bond Fund -- L
Shares............................... NFSC FEBO A1F-451207 792035.031 99.61
Nelson C. Colley
3355 Esquarre Court
Woodbridge, VA 22193-1026
</Table>

Virginia Municipal Bond Fund -- T
Shares............................... Trustman 4395551.641 100.00%
SunTrust Banks
P.O. Box 105870
Atlanta, GA 30348-5870
Virginia Tax-Free Money Market
Fund -- A Shares..................... National Financial Services Corp. 110731807.05 100.00
Exclusive Benefit of Our Customers
Attn: Mutual Funds Department
200 Liberty Street
New York, NY 10281-5503
Virginia Tax-Free Money Market
Fund -- T Shares..................... SunTrust Bank 178781009.02 90.41
Mail Center 3133
P.O. Box 105504
Atlanta, GA 30348-5504
SunTrust Capital Markets 18974563.93 9.59
Attn: Julia Hugenot
25th Floor MC 3906
Atlanta, GA 30308-3201
</Table>

STI CLASSIC VARIABLE TRUST

Capital Appreciation Fund............ Glenbrook Life and Annuity Company 2751078.791 79.54%
Attn: Danette Richardson
Financial Control Unit
544 Lakeview Parkway
Vernon Hills, IL 60061-1826
Hartford Life Insurance Co. 385087.737 11.13
Account 401
P.O. Box 2999
Hartford, CT 06104-2999
Growth and Income Fund............... Hartford Life Insurance Co. 401394.801 39.38
Account 401
P.O. Box 2999
Hartford, CT 06104-2999
Glenbrook Life and Annuity Company 384540.633 37.73
Attn: Danette Richardson
Financial Control Unit
544 Lakeview Parkway
Vernon Hills, IL 60061-1826
Transamerica Life Insurance Company 98624.943 9.68
4333 Edgewood Road
Cedar Rapids, IA 52499-0001
Allstate Life Insurance Company 77535.868 7.61
Attn: John T. Meyer
Investment Operations Equity Unit
3075 Sanders Road
Northbrook, IL 60062-7127
</Table>

International Equity Fund............ Glenbrook Life and Annuity Company 584038.832 92.53
Attn: Danette Richardson
Financial Control Unit
544 Lakeview Parkway
Vernon Hills, IL 60061-1826
Investment Grade Bond Fund........... Glenbrook Life and Annuity Company 1471600.963 86.48
Attn: Danette Richardson
Financial Control Unit
544 Lakeview Parkway
Vernon Hills, IL 60061-1826
Transamerica Life Insurance Company 92482.206 5.43
4333 Edgewood Road
Cedar Rapids, IA 52499-0001
Allstate Life Insurance Company 85504.7 5.02
Attn: John T. Meyer
Investment Operations Equity Unit
3075 Sanders Road
Northbrook, IL 60062-7127
Mid-Cap Equity Fund.................. Glenbrook Life and Annuity Company 1110277.444 76.38
Attn: Danette Richardson
Financial Control Unit
544 Lakeview Parkway
Vernon Hills, IL 60061-1826
Hartford Life Insurance Co. 239909.081 16.50
Account 401
P.O. Box 2999
Hartford, CT 06104-2999
Small Cap Value Equity Fund.......... Glenbrook Life and Annuity Company 644272.62 46.08
Attn: Danette Richardson
Financial Control Unit
544 Lakeview Parkway
Vernon Hills, IL 60061-1826
Allstate Life Insurance Company 568351.882 40.65
Annuity Policy Holders
3075 Sanders Road
Northbrook, IL 60062-7127
Transamerica Life Insurance Company 89809.039 6.42
4333 Edgewood Road
Cedar Rapids, IA 52499-0001
American Enterprise Life 73921.767 5.29
Insurance Company
1497 AXP Financial Center
Minneapolis, MN 55474-0014
Value Income Stock Fund.............. Glenbrook Life and Annuity Company 2623843.14 79.88
Attn: Danette Richardson
Financial Control Unit
544 Lakeview Parkway
Vernon Hills, IL 60061-1826
Lincoln Benefit Life Company 259541.197 7.90
Variable
2940 S. 84th Street
Lincoln, NE 68506-4142
</Table>

Hartford Life Insurance Co. 231265.418 7.04
Account 401
P.O. Box 2999
Hartford, CT 06104-2999
</Table>

INDEPENDENT ACCOUNTANTS OF THE TRUSTS

PricewaterhouseCoopers LLP ("PwC") serves as independent accountants for
the Trusts. PwC has informed the Trusts that it has no material direct or
indirect financial interest in the Trusts. Representatives of PwC are not
expected to be present at the Special Meeting, but will be available by
telephone should questions arise.

Audit Fees. Audit fees include amounts related to the audit of each
Trust's annual financial statements and services normally provided by PwC in
connection with each Trust's statutory and regulatory filings During the fiscal
years ended May 31, 2003 and May 31, 2004, STI Classic Funds was billed $448,509
and $563,000, respectively, in audit fees. During the fiscal years ended
December 31, 2002 and December 31, 2003, STI Classic Variable Trust was billed
$71,697 and $76,485, respectively, in audit fees.

Audit-Related Fees. Below are the aggregate fees billed in each Trust's
last two fiscal years for assurance and related services by PwC that are
reasonably related to the performance of the audit of the Trusts' financial
statements and are not reported under "Audit Fees" above.

STI CLASSIC FUNDS

<Table>
<Caption>
ALL OTHER FEES AND
ALL FEES AND SERVICES TO ALL FEES AND SERVICES TO SERVICES TO SERVICE
THE TRUST THAT WERE SERVICE AFFILIATES THAT AFFILIATES THAT DID NOT
PRE-APPROVED WERE PRE-APPROVED REQUIRE PRE-APPROVAL
------------------------ ------------------------ -----------------------

Fiscal Year Ended 2004.... $72,000(1) $60,000(2) $1,795,277(3)
Fiscal Year Ended 2003.... $61,500(1) $ 0 $1,498,453(3)
</Table>

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

(1) Services related to security count examinations under Rule 17f-2 of the
Investment Company Act for 2004 and 2003 fiscal years.

(2) Services related to the audit of the controls around custody operations at
SunTrust Bank (SAS No. 70) in 2003.

(3) Non-audit services relate principally to certain technical accounting advice
on financial products of the Bank; Sarbanes-Oxley 404 implementation; and
tax compliance services to other entities controlled by SunTrust Banks, Inc.

STI CLASSIC VARIABLE TRUST

Fiscal Year Ended 2003.... $10,500(1) $60,000(3) $ 771,250(4)
Fiscal Year Ended 2002.... $23,560(1)(2) $ 0 $2,685,000(5)
</Table>

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

(1) Services related to security count examinations under Rule 17f-2 of the
Investment Company Act for 2003 and 2002.

(2) Services related to performance of agreed-upon procedures in connection with
the Trust's N-14 for the merger of Quality Growth Stock Fund into the
Capital Appreciation Fund in 2002.

(3) Services related to the audit of the controls around custody operations at
SunTrust Bank (SAS No. 70) in 2003.

(4) Non-audit services relate principally to certain technical accounting advice
on financial products of the Bank; Sarbanes-Oxley 404 implementation; and
tax compliance services to other entities controlled by SunTrust Banks, Inc.

(5) Non-audit services relate principally to the implementation of management
reporting system completed by PwC Consulting (now IBM) in 1Q02; controls and
process reviews; and, tax compliance services to other entities controlled
by SunTrust Bank.

Tax Fees. PwC did not bill either Trust for any services related to tax
compliance, tax advice, or tax planning during either Trust's two most recently
completed fiscal years.

All Other Fees. PwC did not bill either Trust for other products and
services, other than the services reported above, for each Trust's two most
recently completed fiscal years.

Aggregate Non-Audit Fees. The aggregate non-audit fees billed by PwC for
each of STI Classic Funds' last two fiscal years were $1,855,277 and $1,498,453,
respectively, for services rendered to STI Classic Funds and related entities.
The aggregate non-audit fees billed by PwC for each of STI Classic Variable
Trust's last two fiscal years were $841,750 and $2,708,560, respectively.

Audit Committee Pre-Approval Policies and Procedures. The Trusts' Audit
Committee has adopted pre-approval policies and procedures to provide a
framework for the Audit Committee's consideration of audit and non-audit
services by the Trusts' independent accountants. The policies and procedures
require that any audit and non-audit services provided to the Trusts, and any
non-audit services provided to certain of the Trusts' service providers that
relate directly to the operations and financial reporting of the Trusts, are
subject to approval by the Audit Committee before such services are provided.
The policies and procedures also provide for Audit Committee ratification of
inadvertent non-audit services subject to certain conditions. In addition, the
Audit Committee has delegated to the Chair of the Audit Committee the authority
to approve certain non-audit services to the extent such services are not
otherwise pre-approved by the entire Audit Committee.

Board Consideration of Non-Audit Services. The Trusts' Audit Committee has
reviewed and considered whether the provision of non-audit services that were
rendered to the Trusts' investment adviser, and any entity controlling,
controlled by, or under common control with the investment adviser that provides
ongoing services to the Trusts, that were not pre-approved pursuant to paragraph
(c)(7) (ii) of Rule 2-01 of Regulation S-X is compatible with maintaining PwC's
independence.

SUBMISSION OF SHAREHOLDER PROPOSALS

Each Trust is organized as a business trust under the laws of the
Commonwealth of Massachusetts. As such, the Trusts are not required to, and do
not, have annual meetings. Nonetheless, the Board of Trustees may call a special
meeting of shareholders for action by shareholder vote as may be required by the
1940 Act or as required or permitted by the Declaration of Trust and By-Laws of
each Trust. Shareholders who wish to present a proposal for action at a future
meeting should submit a written proposal to the appropriate Trust for inclusion
in a future proxy statement. The Board of Trustees will give consideration to
shareholder suggestions as to nominees for the Board of Trustees. Shareholders
retain the right to request that a meeting of the shareholders be held for the
purpose of considering matters requiring shareholder approval.

VOTING AND OTHER MATTERS

Abstentions and "broker non-votes" will not be counted for or against the
proposal but will be counted for purposes of determining whether a quorum is
present. The Trusts believe that brokers who hold shares as record owners for
beneficial owners have the authority under the rules of the various stock
exchanges to vote those shares with respect to the proposals when they have not
received instructions from beneficial owners.

No business other than the matters described above is expected to come
before the Special Meeting, but should any matter incident to the conduct of the
Special Meeting or any question as to an adjournment of the Special Meeting
arise, the persons named in the enclosed proxy will vote thereon according to
their best judgment in the interest of the Trusts.

SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING AND WHO
WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO VOTE BY MAIL, TELEPHONE OR
INTERNET AS EXPLAINED IN THE INSTRUCTIONS INCLUDED ON YOUR PROXY CARD.

By Order of the Trustees,

/s/ R. Jeffrey Young
R. Jeffrey Young
President

Dated: October 8, 2004

EXHIBIT A

FORM OF INVESTMENT SUBADVISORY AGREEMENT

AGREEMENT made as of the day of , 2004, between Trusco
Capital Management, Inc. (the "Adviser") and Zevenbergen Capital Investments LLC
(the "Subadviser").

WHEREAS, the STI Classic Funds (the "Trust"), a Massachusetts business
trust, is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Adviser has entered into investment advisory agreements with
the Trust (the "Advisory Agreements") pursuant to which the Adviser acts as
investment adviser to the series of the Trust; and

WHEREAS, the Adviser, with the approval of the Trust, desires to retain the
Subadviser to provide investment advisory services to the Adviser in connection
with the management of the series of the Trust set forth on Schedule A attached
hereto (each a "Fund," and collectively, the "Funds"), as such schedule may be
amended by mutual agreement of the parties hereto, and the Subadviser is willing
to render such investment advisory services.

NOW, THEREFORE, the parties hereto agree as follows:

1. Duties of the Subadviser. Subject to supervision by the Adviser and the
Trust's Board of Trustees, the Subadviser shall manage all of the
securities and other assets of each Fund entrusted to it hereunder (the
"Assets"), including the purchase, retention and disposition of the Assets
in accordance with the Fund's investment objectives, policies, and
restrictions as stated in each Fund's then current prospectus and statement
of additional information, as may be amended or supplemented from time to
time (referred to collectively as the "Prospectus"), and subject to the
following:

(a) The Subadviser will provide investment advisory services to the Fund
and shall, in such capacity, determine from time to time what Assets
will be purchased, retained, or sold by the Fund, and what portion of
the Assets will be invested or held uninvested in cash, subject to the
direction of the Adviser and the Board of Trustees of the Trust.

(b) In the performance of its duties and obligations under this Agreement,
the Subadviser shall act in conformity with the Trust's Declaration of
Trust (as defined herein), the Prospectus, and the instructions and
directions of the Adviser and of the Board of Trustees of the Trust and
will conform to and comply with the requirements of the 1940 Act, the
Internal Revenue Code of 1986 (the "Code"), and all other applicable
federal and state laws and regulations, as each is amended from time to
time.

(c) The Subadviser shall determine the Assets to be purchased or sold by
each Fund as provided in subparagraph (a) above and will place orders
with or through such persons, brokers or dealers to carry out the
policy with respect to brokerage set forth in each Fund's Prospectus or
as the Board of Trustees or the Adviser may direct in writing from time
to time, in conformity with all federal securities laws. In executing
Fund transactions and selecting brokers or dealers, the Subadviser will
use its best efforts to seek on behalf of each Fund the best overall
terms available. In assessing the best overall terms available for any
transaction, the Subadviser shall consider all factors that it deems
relevant, including the breadth of the market in the security, the
price of the security, the financial condition and execution capability
of the broker or dealer, and the reasonableness of the commission, if
any, both for the specific transaction and on a continuing basis. In
evaluating the best overall terms available, and in selecting the
broker-dealer to execute a particular transaction, the Subadviser may
also consider the brokerage and research services provided (as those
terms are defined in Section 28(e) of the Securities Exchange Act of
1934 (the "Exchange Act")). Consistent with any guidelines established
by the Board of Trustees of the Trust and Section 28(e) of the Exchange
Act, the Subadviser is authorized to pay to a broker or dealer who
provides such brokerage and research services a commission for
executing a portfolio transaction for each Fund that is in excess of
the

A-1

amount of commission another broker or dealer would have charged for
effecting that transaction if, but only if, the Subadviser determines
in good faith that such commission was reasonable in relation to the
value of the brokerage and research services provided by such broker or
dealer viewed in terms of that particular transaction or in terms of
the overall responsibilities of the Subadviser to its discretionary
clients, including the Funds. In addition, the Subadviser is authorized
to allocate purchase and sale orders for securities to brokers or
dealers (including brokers and dealers that are affiliated with the
Adviser, Subadviser, or the Trust's principal underwriter) if the
Subadviser believes that the quality of the transaction and the
commission are comparable to what they would be with other qualified
firms. In no instance, however, will the Funds' Assets be purchased
from or sold to the Adviser, Subadviser, the Trust's principal
underwriter, or any affiliated person of either the Trust, Adviser, the
Subadviser, or the principal underwriter, acting as principal in the
transaction, except to the extent permitted by the Securities and
Exchange Commission ("SEC") and the 1940 Act.

(d) The Subadviser shall maintain all books and records with respect to
transactions involving the Assets required by subparagraphs (b)(5),
(b)(6), (b)(7), (b)(9), (b)(10), and (b)(11) and paragraph (f) of Rule
31a-1 under the 1940 Act. The Subadviser shall provide to the Adviser
or the Board of Trustees such periodic and special reports, balance
sheets or financial information, and such other information with regard
to its affairs as the Adviser or Board of Trustees may reasonably
request.

The Subadviser shall keep the books and records relating to the Assets
required to be maintained by the Subadviser under this Agreement and
shall timely furnish to the Adviser all information relating to the
Subadviser's services under this Agreement needed by the Adviser to
keep the other books and records of the Funds required by Rule 31a-1
under the 1940 Act. The Subadviser shall also furnish to the Adviser
any other information relating to the Assets that is required to be
filed by the Adviser or the Trust with the SEC or sent to shareholders
under the 1940 Act (including the rules adopted thereunder) or any
exemptive or other relief that the Adviser or the Trust obtains from
the SEC. The Subadviser agrees that all records that it maintains on
behalf of the Funds are property of the Funds and the Subadviser will
surrender promptly to the Funds any of such records upon the Funds'
request; provided, however, that the Subadviser may retain a copy of
such records. In addition, for the duration of this Agreement, the
Subadviser shall preserve for the periods prescribed by Rule 31a-2
under the 1940 Act any such records as are required to be maintained by
it pursuant to this Agreement, and shall transfer said records to any
successor subadviser upon the termination of this Agreement (or, if
there is no successor subadviser, to the Adviser).

(e) The Subadviser shall provide the Funds' custodian on each business day
with information relating to all transactions concerning the Funds'
Assets and shall provide the Adviser with such information upon request
by the Adviser.

(f) The investment management services provided by the Subadviser under
this Agreement are not to be deemed exclusive and the Subadviser shall
be free to render similar services to others as long as such services
do not impair the services rendered to the Adviser or the Trust.

(g) The Subadviser shall promptly notify the Adviser of any financial
condition that is likely to impair the Subadviser's ability to fulfill
its commitment under this Agreement.

(h) The Subadviser shall not be responsible for reviewing proxy
solicitation materials or voting and handling proxies in relation to
the securities held as Assets in the Funds. If the Subadviser receives
a misdirected proxy, it shall promptly forward such misdirected proxy
to the Adviser.

(i) In performance of its duties and obligations under this Agreement, the
Subadviser shall not consult with any other subadviser to the Funds or
a subadviser to a portfolio that is under common control with the Funds
concerning the Assets, except as permitted by the policies and
procedures of the Funds. The Subadviser shall not provide investment
advice to any assets of the Funds other than the Assets.

A-2

Services to be furnished by the Subadviser under this Agreement may be
furnished through the medium of any of the Subadviser's control affiliates,
partners, officers or employees.

2. Duties of the Adviser. The Adviser shall continue to have responsibility
for all services to be provided to the Funds pursuant to the Advisory
Agreements and shall oversee and review the Subadviser's performance of its
duties under this Agreement; provided, however, that in connection with its
management of the Assets, nothing herein shall be construed to relieve the
Subadviser of responsibility for compliance with the Trust's Declaration of
Trust (as defined herein), the Prospectus, the instructions and directions
of the Board of Trustees of the Trust, the requirements of the 1940 Act,
the Code, and all other applicable federal and state laws and regulations,
as each is amended from time to time.

3. Delivery of documents. The Adviser has furnished the Subadviser with
copies of each of the following documents:

(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts (such Agreement
and Declaration of Trust, as in effect on the date of this Agreement
and as amended from time to time, herein called the "Declaration of
Trust");

(b) By-Laws of the Trust as in effect on the date of this Agreement and as
amended from time to time; and

4. Compensation to the Subadviser. For the services to be provided by the
Subadviser pursuant to this Agreement, the Adviser will pay the Subadviser,
and the Subadviser agrees to accept as full compensation therefor, a
subadvisory fee at the rate specified in Schedule B attached hereto and
made part of this Agreement. The fee will be calculated based on the
average daily value of the Assets under the Subadviser's management and
will be paid to the Subadviser quarterly. Except as may otherwise be
prohibited by law or regulation (including any then current SEC staff
interpretation), the Subadviser may, in its discretion and from time to
time, waive a portion of its fee.

5. Indemnification. The Subadviser shall indemnify and hold harmless the
Adviser from and against any and all claims, losses, liabilities, or
damages (including reasonable attorney's fees and other related expenses)
howsoever arising from or in connection with the performance of the
Subadviser's obligations under this Agreement; provided, however, that the
Subadviser's obligation under this Paragraph 5 shall be reduced to the
extent that the claim against, or the loss, liability, or damage
experienced by the Adviser, is caused by or is otherwise directly related
to the Adviser's own willful misfeasance, bad faith, or negligence, or to
the reckless disregard of its duties under this Agreement.

The Adviser shall indemnify and hold harmless the Subadviser from and
against any and all claims, losses, liabilities, or damages (including
reasonable attorney's fees and other related expenses) howsoever arising
from or in connection with the performance of the Adviser's obligations
under this Agreement; provided, however, that the Adviser's obligation
under this Paragraph 5 shall be reduced to the extent that the claim
against, or the loss, liability, or damage experienced by the Subadviser,
is caused by or is otherwise directly related to the Subadviser's own
willful misfeasance, bad faith, or negligence, or to the reckless disregard
of its duties under this Agreement.

6. Duration and termination. With respect to a Fund, this Agreement shall
become effective upon approval by the Trust's Board of Trustees and its
execution by the parties hereto, and approval of the Agreement by a
majority of the outstanding voting securities of that Fund.

This Agreement shall continue in effect for a period of more than two years
from the date hereof only so long as continuance is specifically approved
at least annually in conformance with the 1940 Act; provided, however, that
this Agreement may be terminated with respect to the Funds (a) by the Funds
at any time, without the payment of any penalty, by the vote of a majority
of Trustees of the Trust or by the vote of a majority of the outstanding
voting securities of the Funds, (b) by the Adviser at any time, without the
payment of any penalty, on not more than 60 days nor less than 30 days
written notice to the
A-3

Subadviser, or (c) by the Subadviser at any time, without the payment of
any penalty, on 90 days written notice to the Adviser. This Agreement shall
terminate automatically and immediately in the event of its assignment or
in the event of a termination of the relevant Advisory Agreement with the
Trust. As used in this Paragraph 6, the terms "assignment" and "vote of a
majority of the outstanding voting securities" shall have the respective
meanings set forth in the 1940 Act and the rules and regulations
thereunder, subject to such exceptions as may be granted by the SEC under
the 1940 Act.

7. Governing Law. This Agreement shall be governed by the internal laws of
the Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act.

8. Severability. Should any part of this Agreement be held invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall
not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors.

9. Notice: Any notice, advice, or report to be given pursuant to this
Agreement shall be deemed sufficient if delivered or mailed by registered,
certified, or overnight mail, postage prepaid, and addressed by the party
giving notice to the other party at the last address furnished by the other
party:

<Table>

To the Adviser at: Trusco Capital Management, Inc. 50
Hurt Plaza
Suite 1400
Atlanta, Georgia 30303
Attention: Paul L. Robertson, III
To the Subadviser at: Zevenbergen Capital Investments LLC
601 Union Street
Suite 4600
Seattle, Washington 98101
Attention: Nancy A. Zevenbergen
</Table>

10. Non-hire/non-solicitation. The Subadviser hereby agrees that so long as
the Subadviser provides services to the Adviser or the Trust and for a
period of one year following the date on which the Subadviser ceases to
provide services to the Adviser and the Trust, the Subadviser shall not for
any reason, directly or indirectly, on the Subadviser's own behalf or on
behalf of others, hire any person employed by the Adviser, whether or not
such person is a full-time employee or whether or not any person's
employment is pursuant to a written agreement or is at-will. The Subadviser
further agrees that, to the extent that the Subadviser breaches the
covenant described in this paragraph, the Adviser shall be entitled to
pursue all appropriate remedies in law or equity.

11. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto and supersedes all prior
agreements and understandings relating to this Agreement's subject matter.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.

In the event the terms of this Agreement are applicable to more than one
Fund, the Adviser is entering into this Agreement with the Subadviser on
behalf of the respective Funds severally and not jointly, with the express
intention that the provisions contained in each numbered paragraph hereof
shall be understood as applying separately with respect to each Fund as if
contained in separate agreements between the Adviser and Subadviser for
each such Fund. In the event that this Agreement is made applicable to any
additional Funds by way of a schedule executed subsequent to the date first
indicated above, provisions of such schedule shall be deemed to be
incorporated into this Agreement as it relates to such Fund so that, for
example, the execution date for purposes of Paragraph 6 of this Agreement
with respect to such Fund shall be the execution date of the relevant
schedule.

A-4

12. Miscellaneous.

(a) A copy of the Declaration of Trust is on file with the Secretary of
State of the Commonwealth of Massachusetts and notice is hereby given
that the obligations of this instrument are not binding upon any of the
Trustees, officers or shareholders of the Fund or the Trust.

(b) Where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is altered by a rule, regulation, or order
of the SEC, whether of special or general application, such provision
shall be deemed to incorporate the effect of such rule, regulation, or
order.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.

<Table>

TRUSCO CAPITAL MANAGEMENT, INC ZEVENBERGEN CAPITAL INVESTMENTS LLC

By: By:
- -------------------------------------------- --------------------------------------------

Name: Name:
- -------------------------------------------- --------------------------------------------

Title: Title:
- -------------------------------------------- --------------------------------------------
</Table>

A-5

SCHEDULE A
TO THE
INVESTMENT SUBADVISORY AGREEMENT
BETWEEN
TRUSCO CAPITAL MANAGEMENT, INC.
AND
ZEVENBERGEN CAPITAL INVESTMENTS LLC

AS OF ____________ , 2004

STI CLASSIC FUNDS

AGGRESSIVE GROWTH STOCK FUND
EMERGING GROWTH STOCK FUND

A-6

SCHEDULE B
TO THE
INVESTMENT SUBADVISORY AGREEMENT
BETWEEN
TRUSCO CAPITAL MANAGEMENT, INC.
AND
ZEVENBERGEN CAPITAL INVESTMENTS LLC

AS OF ____________ , 2004

Pursuant to Paragraph 4, the Adviser shall pay the Subadviser compensation at an
annual rate as follows:

STI CLASSIC FUNDS

<Table>

Aggressive Growth Stock Fund.............. .625% of the average daily value of the assets
under the Subadviser's management, except that
for any compensation period during which the
Adviser waives any portion of the management
fee that the Fund is required to pay, the
Adviser will pay to the Subadviser 55% of the
amount of compensation the Adviser receives
from the Fund during that compensation period.
Emerging Growth Stock Fund................ .625% of the average daily value of the assets
under the Subadviser's management, except that
for any compensation period during which the
Adviser waives any portion of the management
fee that the Fund is required to pay, the
Adviser will pay to the Subadviser 55% of the
amount of compensation the Adviser receives
from the Fund during that compensation period.
</Table>

The management fee will be paid to the Subadviser quarterly.

Agreed and Accepted:

<Table>

TRUSCO CAPITAL MANAGEMENT, INC ZEVENBERGEN CAPITAL INVESTMENTS LLC

By: By:
- -------------------------------------------- --------------------------------------------

Name: Name:
- -------------------------------------------- --------------------------------------------

Title: Title:
- -------------------------------------------- --------------------------------------------
</Table>

A-7

[STI CLASSIC VARIABLE TRUST LOGO]
P.O. BOX 9132
HINGHAM, MA 02043-9132

LABEL BELOW FOR MIS USE ONLY!
PO# M9476
STI CLASSIC FUNDS VIC
ORIGINAL 1UP LRG 10-07-04 KD
SANDY (STI CLASSIC 1UP VIC SD)
REVIEW #1 10/11/04 TD

MIS EDITS: # OF CHANGES ___/___ PRF 1 ___ PRF 2 ____

OK TO PRINT AS IS* ____________ *By signing this form you are authorizing MIS to
print this form in its current state.

_______________________________________________________
SIGNATURE OF PERSON AUTHORIZING PRINTING DATE

VOTING OPTIONS

VOTING BY TOUCH-TONE PHONE

1) Read the Proxy Statement and
have this card at hand.

2) Call 1-888-221-0697.

3) Follow the recorded
instructions.

VOTING BY INTERNET

1) Read the Proxy Statement and
have this card at hand.

2) Go to WWW.PROXYWEB.COM

3) Follow the on-line directions.

VOTING BY MAIL

1) Read the Proxy Statement.

2) Check one of the appropriate
boxes on the reverse side.

3) Sign and date the card below.

4) Return the card in the
envelope.

999 999 999 999 99

FUND/INSURANCE COMPANY NAME PRINTS HERE
FUND/INSURANCE COMPANY NAME PRINTS HERE

The undersigned hereby appoints the above-referenced Insurance Company and
hereby authorizes them to represent and to vote as designated on this form all
shares owned directly and or beneficially of the above-referenced fund (the
Fund) held of record by the undersigned on September 23, 2004 at the special
meeting of shareholders of the Fund to be held on November 15, 2004 at 9:30 A.M.
or any adjournment thereof. IF THIS VOTING INSTRUCTION CARD IS SIGNED AND
RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR" THE APPROVAL
OF THE PROPOSALS. IF YOU FAIL TO RETURN THIS VOTING INSTRUCTION CARD, THE
COMPANY WILL VOTE ALL SHARES ATTRIBUTABLE TO YOUR ACCOUNT VALUE IN PROPORTION TO
ALL VOTING INSTRUCTIONS FOR THE FUND ACTUALLY RECEIVED FROM CONTRACT OWNERS IN
THE SEPARATE ACCOUNT WHEN APPLICABLE.

Dated: __________________, 2004

PLEASE REMEMBER TO SIGN, DATE AND RETURN THE VOTING
INSTRUCTION CARD, USING THE ENCLOSED ENVELOPE.

_______________________________________________________
Signature (SIGN IN THE BOX)

Please sign exactly as your name appears on the mailing. When shares are held by
joint tenants both should sign. When signing as an attorney or as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by an authorized
person.

PLEASE TURN OVER AND COMPLETE

STI CI F - VIC sd

LABEL BELOW FOR MIS USE ONLY!
PO# M9476
STI CLASSIC FUNDS VIC
ORIGINAL 1UP LRG 10-07-04 KD
SANDY (STI CLASSIC 1UP VIC SD)
REVISION #1 10-12-04 KD

MIS EDITS: # OF CHANGES ___/___ PRF 1 ___ PRF 2 ____

OK TO PRINT AS IS* ____________ *By signing this form you are authorizing MIS to
print this form in its current state.

_______________________________________________________
SIGNATURE OF PERSON AUTHORIZING PRINTING DATE

THIS VOTING INSTRUCTION CARD WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED
HEREIN BY THE SIGNING SHAREHOLDER(S). IF NO CONTRARY DIRECTION IS GIVEN WHEN THE
DULY EXECUTED VOTING INSTRUCTION CARD IS RETURNED, THIS VOTING INSTRUCTION CARD
WILL BE VOTED "FOR" THE PROPOSALS AND WILL BE VOTED IN THE APPOINTED PROXIES'
DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]

PLEASE DO NOT USE FINE POINT PENS.

THE BOARD OF TRUSTEES OF THE TRUSTS RECOMMENDS A VOTE "FOR" THE PROPOSALS BELOW:

Shareholders Voting on Proposal 1: Shareholders of STI Classic Funds and STI
Classic Variable Trust.

Proposal 1: To consider and vote on the election of members to the Board of
Trustees of the Trusts.

FOR WITHHOLD FOR ALL
ALL ALL EXCEPT*

(01) Richard W. Courts, II (06) Clarence H. Ridley [ ] [ ] [ ]
(02) Thomas C. Gallagher (07) James O. Robbins
(03) F. Wendell Gooch (08) Jonathan T. Walton
(04) Sidney E. Harris (09) Charles D. Winslow
(05) Warren Y. Jobe

*INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEES, MARK "FOR ALL
EXCEPT" AND WRITE THE NUMBER(S) OF THE NOMINEE(S) ON THE LINE BELOW.

_______________________________________________________

Shareholders Voting on Proposal 2: Shareholders of STI Classic Funds' Aggressive
Growth Stock Fund and Emerging Growth Stock Fund ONLY.

Proposal 2: To approve the investment subadvisory agreement between Trusco
Capital Management, Inc. and Zevenbergen Capital Investments LLC
with respect to STI Classic Funds' Aggressive Growth Stock Fund and
Emerging Growth Stock Fund.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]

PLEASE SIGN AND DATE ON THE REVERSE SIDE.

STI CI F - VIC sd

[STI CLASSIC FUNDS LOGO]
[STI CLASSIC VARIABLE TRUST LOGO]
P.O. BOX 9132
HINGHAM, MA 02043-9132

LABEL BELOW FOR MIS USE ONLY!
PO# M9476
STI CLASSIC FUNDS
ORIGINAL SIZE 1UP LRG 9-22-04 KD
SANDY (STI CLASSIC WITH LOGO SD)
CHANGED TO 2UP LRG 9-22-04 KD
REVIEW #1 10-01-04 KD
REVISION #1 10-01-04 KD
REVISION #2 10/4/04 TD
CHANGED TO 1UP LRG 10-07-04 KD
(STI CLASSIC 1UP PROXY SD)
REVIEW #2 10/11/04 TD
SIGNOFF 10/12/04 TD

MIS EDITS: # OF CHANGES ___/___ PRF 1 ___ PRF 2 ____

OK TO PRINT AS IS* ____________ *By signing this form you are authorizing MIS to
print this form in its current state.

_______________________________________________________
SIGNATURE OF PERSON AUTHORIZING PRINTING DATE

VOTING OPTIONS

VOTING BY TOUCH-TONE PHONE

1) Read the Proxy Statement and
have the proxy at hand.

2) Call 1-888-221-0697.

3) Follow the recorded
instructions.

VOTING BY INTERNET

1) Read the Proxy Statement and
have the proxy at hand.

2) Go to WWW.PROXYWEB.COM

3) Follow the on-line directions.

VOTING BY MAIL

1) Read the Proxy Statement.

2) Check one of the appropriate
boxes on the reverse side.

3) Sign and date the proxy below.

4) Return the proxy in the
envelope.

999 999 999 999 99

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

FUND/INSURANCE COMPANY NAME PRINTS HERE
FUND/INSURANCE COMPANY NAME PRINTS HERE

The undersigned shareholder hereby appoints Julie Powers and Traci A. Thelen as
Proxies, each with the power to appoint her substitute, and authorizes them to
represent and to vote as designated on this form all shares owned directly and
or beneficially of the above-referenced fund (the Fund) held of record by the
undersigned on September 23, 2004 at the special meeting of shareholders of the
Fund to be held on November 15, 2004 at 9:30 A.M. or any adjournment thereof.

Dated: __________________, 2004

PLEASE REMEMBER TO SIGN, DATE AND RETURN THE PROXY,
USING THE ENCLOSED ENVELOPE.

_______________________________________________________
Signature (SIGN IN THE BOX)

PLEASE TURN OVER AND COMPLETE

STI CI F sd

LABEL BELOW FOR MIS USE ONLY!
PO# M9476
STI CLASSIC FUNDS
ORIGINAL SIZE 1UP OVERSIZE 9/20/04 TD
SANDY (STI CLASSIC WITH LOGO SD)
O.A. 9-20-04 KD
REVIEW #1 9-20-04 KD
CHANGED TO 2UP LRG 9-22-04 KD
REVISION #1 9-29-04 KD
REVISION #2 9-30-04 KD
REVISION #3 9/30/04 TD
REVISION #4 10-01-04 KD
CHANGED TO 1UP LRG 10-07-04 KD
(STI CLASSIC 1UP PROXY SD)
SIGNOFF 10/12/04 TD
REVISION AFTER S/O 10-12-04 KD

MIS EDITS: # OF CHANGES ___/___ PRF 1 ___ PRF 2 ____

OK TO PRINT AS IS* ____________ *By signing this form you are authorizing MIS to
print this form in its current state.

_______________________________________________________
SIGNATURE OF PERSON AUTHORIZING PRINTING DATE

THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER(S). IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED "FOR" THE PROPOSALS AND WILL BE
VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.

PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]

PLEASE DO NOT USE FINE POINT PENS.

THE BOARD OF TRUSTEES OF THE TRUSTS RECOMMENDS A VOTE "FOR" THE PROPOSALS BELOW:

Shareholders Voting on Proposal 1: Shareholders of STI Classic Funds and STI
Classic Variable Trust.

Proposal 1: To consider and vote on the election of members to the Board of
Trustees of the Trusts.

FOR WITHHOLD FOR ALL
ALL ALL EXCEPT*
(01) Richard W. Courts, II (06) Clarence H. Ridley [ ] [ ] [ ]
(02) Thomas C. Gallagher (07) James O. Robbins
(03) F. Wendell Gooch (08) Jonathan T. Walton
(04) Sidney E. Harris (09) Charles D. Winslow
(05) Warren Y. Jobe

*INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEES, MARK "FOR ALL
EXCEPT" AND WRITE THE NUMBER(S) OF THE NOMINEE(S) ON THE LINE BELOW.

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Shareholders Voting on Proposal 2: Shareholders of STI FOR AGAINST ABSTAIN
Classic Funds' Aggressive Growth Stock Fund and [ ] [ ] [ ]
Emerging Growth Stock Fund ONLY.

Proposal 2: To approve the investment subadvisory
agreement between Trusco Capital
Management, Inc. and Zevenbergen Capital
Investments LLC with respect to STI
Classic Funds' Aggressive Growth Stock
Fund and Emerging Growth Stock Fund.

PLEASE SIGN AND DATE ON THE REVERSE SIDE.

STI CI F sd R