EXHIBIT 99. CODE ETH
STI CLASSIC FUNDS
STI CLASSIC VARIABLE TRUST
FINANCIAL OFFICER CODE OF ETHICS
I. INTRODUCTION
The reputation and integrity of the STI Classic Funds and STI
Classic Variable Trust (the "Trusts") are valuable assets that are vital to the
Trusts' success. The Trusts' senior financial officers ("SFOs") are responsible
for conducting the Trusts' business in a manner that demonstrates a commitment
to the highest standards of integrity. The Trusts' SFOs include the principal
executive officer, the principal financial officer, comptroller or principal
accounting officer, and any person who performs a similar function.
The Sarbanes-Oxley Act of 2002 (the "Act") effected sweeping
corporate disclosure and financial reporting reform on public companies,
including mutual funds, to address corporate malfeasance and assure investors
that the companies in which they invest are accurately and completely disclosing
financial information. Under the Act, all public companies (including the Trust)
must either have a code of ethics for their SFOs, or disclose why it does not.
The Act was intended to foster corporate environments which encourage employees
to question and report unethical and potentially illegal business practices. The
Trusts have chosen to adopt this Financial Officer Code of Ethics (the "Code")
to encourage their SFOs to act in a manner consistent with the highest
principles of ethical conduct.
II. PURPOSES OF THE CODE
The purposes of this Code are:
- To promote honest and ethical conduct by the Trusts' SFOs,
including the ethical handling of actual or apparent conflicts
of interest between personal and professional relationships;
- To assist the Trusts' SFOs in recognizing and avoiding
conflicts of interest, including disclosing to an appropriate
person any material transaction or relationship that
reasonably could be expected to give rise to such a conflict;
- To promote full, fair, accurate, timely, and understandable
disclosure in reports and documents that the Trusts file with,
or submit to, the SEC and in other public communications made
by the Trusts;
- To promote compliance with applicable laws, rules and
regulations;
- To encourage the prompt internal reporting to an appropriate
person of violations of this Code; and
- To establish accountability for adherence to this Code.
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III. QUESTIONS ABOUT THIS CODE
The Trusts' compliance officer designated to oversee compliance with
the Trusts' Code of Ethics adopted pursuant to Rule 17j-1 shall serve as
Compliance Officer for the implementation and administration of this Code. You
should direct your questions about this Code to the Compliance Officer.
IV. CONDUCT GUIDELINES
The Trusts have adopted the following guidelines under which the
Trusts' SFOs must perform their official duties and conduct the business affairs
of the Trusts.
1. ETHICAL AND HONEST CONDUCT IS OF PARAMOUNT IMPORTANCE. The
Trusts' SFOs must act with honesty and integrity and avoid
violations of this Code, including the avoidance of actual or
apparent conflicts of interest with the Trusts in personal and
professional relationships.
2. SFOS MUST DISCLOSE MATERIAL TRANSACTIONS OR RELATIONSHIPS. The
Trusts' SFOs must disclose to the Compliance Officer any
actual or apparent conflicts of interest the SFO may have with
the Trusts that reasonably could be expected to give rise to
any violations of this Code. Such conflicts of interest may
arise as a result of material transactions or business or
personal relationships to which the SFO may be a party. If it
is not possible to disclose the matter to the Compliance
Officer, it should be disclosed to the Trusts' Chief Financial
Officer, Chief Executive Officer or another appropriate
person. In addition to disclosing any actual or apparent
conflicts of interest in which an SFO is personally involved,
the Trusts' SFOs have an obligation to report any other actual
or apparent conflicts which they discover or of which they
otherwise become aware. If you are unsure whether a particular
fact pattern gives rise to a conflict of interest, or whether
a particular transaction or relationship is "material," you
should bring the matter to the attention of the Compliance
Officer.
3. STANDARDS FOR QUALITY OF INFORMATION SHARED WITH SERVICE
PROVIDERS OF THE TRUSTS. The Trusts' SFOs must at all times
seek to provide information to the Trusts' service providers
(adviser, administrator, outside auditor, outside counsel,
custodian, ETC.) that is accurate, complete, objective,
relevant, timely, and understandable.
4. STANDARDS FOR QUALITY OF INFORMATION INCLUDED IN PERIODIC
REPORTS. The Trusts' SFOs must at all times endeavor to ensure
full, fair, timely, accurate, and understandable disclosure in
the Trusts' periodic reports.
5. COMPLIANCE WITH LAWS. The Trusts' SFOs must comply with the
federal securities laws and other laws and rules applicable to
the Trusts, such as the Internal Revenue Code.
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6. STANDARD OF CARE. The Trusts' SFOs must at all times act in
good faith and with due care, competence and diligence,
without misrepresenting material facts or allowing your
independent judgment to be subordinated. The Trusts' SFOs must
conduct the affairs of the Trusts in a responsible manner,
consistent with this Code.
7. CONFIDENTIALITY OF INFORMATION. The Trusts' SFOs must respect
and protect the confidentiality of information acquired in the
course of their professional duties, except when authorized by
the Trusts to disclose it or where disclosure is otherwise
legally mandated. You may not use confidential information
acquired in the course of your work for personal advantage.
8. SHARING OF INFORMATION AND EDUCATIONAL STANDARDS. The Trusts'
SFOs should share information with relevant parties to keep
them informed of the business affairs of the Trusts, as
appropriate, and maintain skills important and relevant to the
Trusts' needs.
9. PROMOTE ETHICAL CONDUCT. The Trusts' SFOs should at all times
proactively promote ethical behavior among peers in your work
environment.
10. STANDARDS FOR RECORDKEEPING. The Trusts' SFOs must at all
times endeavor to ensure that the Trusts' financial books and
records are thoroughly and accurately maintained to the best
of their knowledge in a manner consistent with applicable laws
and this Code.
V. WAIVERS OF THIS CODE
You may request a waiver of a provision of this Code by submitting
your request in writing to the Compliance Officer for appropriate review. For
example, if a family member works for a service provider that prepares the
Trusts' financial statements, you may have a potential conflict of interest in
reviewing those statements and should seek a waiver of this Code to review the
work. An executive officer of the Trusts, or another appropriate person (such as
a designated Board or Audit Committee member), will decide whether to grant a
waiver. All waivers of this code must be disclosed to the Trusts' shareholders
to the extent required by SEC rules.
VI. AFFIRMATION OF THE CODE
Upon adoption of the Code, the Trusts' SFOs must affirm in writing
that they have received, read and understand the Code, and annually thereafter
must affirm that they have complied with the requirements of the Code. To the
extent necessary, the Trusts' Compliance Officer will provide guidance on the
conduct required by this Code and the manner in which violations or suspected
violations must be reported and waivers must be requested.
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VII. REPORTING VIOLATIONS
In the event that an SFO discovers or, in good faith, suspects a
violation of this Code, the SFO MUST immediately report the violation or
suspected violation to the Compliance Officer. The Compliance Officer may, in
his or her discretion, consult with another member of the Trusts' senior
management or the Board in determining how to address the suspected violation.
For example, a Code violation may occur when a periodic report or financial
statement of the Trusts omits a material fact, or is technically accurate but,
in the view of the SFO, is written in a way that obscures its meaning.
SFOs who report violations or suspected violations in good faith
will not be subject to retaliation of any kind. Reported violations will be
investigated and addressed promptly and will be treated as confidential to the
extent possible.
VIII. VIOLATIONS OF THE CODE
Dishonest or unethical conduct or conduct that is illegal will
constitute a violation of this Code, regardless of whether this Code
specifically refers to such particular conduct. A violation of this Code may
result in disciplinary action, up to and including removal as an SFO of the
Trust. A variety of laws apply to the Trusts and their operations, including the
Securities Act of 1933, the Investment Company Act of 1940, state laws relating
to duties owed by Trust officers, and criminal laws. The Trusts will report any
suspected criminal violations to the appropriate authorities, and will
investigate, address and report, as appropriate, non-criminal violations.
ADOPTED: NOVEMBER 20, 2003
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