-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VoORYFWvTlKGIGjdDZ6ZnqwKn8eC5X+uW8SqldyCafiFFTvzVj+omLINAO9QxsvN TRNug+c/NHfRXTHct3VO1A== 0000950152-04-007370.txt : 20041014 0000950152-04-007370.hdr.sgml : 20041014 20041014135400 ACCESSION NUMBER: 0000950152-04-007370 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041115 FILED AS OF DATE: 20041014 DATE AS OF CHANGE: 20041014 EFFECTIVENESS DATE: 20041014 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STI CLASSIC FUNDS CENTRAL INDEX KEY: 0000883939 IRS NUMBER: 232678674 STATE OF INCORPORATION: MA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06557 FILM NUMBER: 041078596 BUSINESS ADDRESS: STREET 1: 2 OLIVER STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6109896602 MAIL ADDRESS: STREET 1: 530 E SWEDESFORD ROAD CITY: WAYNE STATE: PA ZIP: 19087-1693 DEF 14A 1 l09634fdef14a.txt STI CLASSIC FUNDS DEF 14A-SPECIAL MEETING 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 FUNDS (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: ------------------------------------------------------------------------ 5) Total fee paid: ------------------------------------------------------------------------ [ ] 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:
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
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
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 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
2 STI CLASSIC VARIABLE TRUST
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
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 3 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.
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.
4
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 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.
- --------------- * 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 5 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)
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
- --------------- * The "Fund Complex" consists of STI Classic Funds and STI Classic Variable Trust. STI CLASSIC VARIABLE TRUST (AS OF DECEMBER 31, 2003)
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...... $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
- --------------- * The "Fund Complex" consists of STI Classic Funds and STI Classic Variable Trust. 6 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
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
STI CLASSIC VARIABLE TRUST
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
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 7 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 8 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.
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
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. 10 For the fiscal year ended May 31, 2004, the Funds paid the following aggregate brokerage commissions on portfolio transactions effected by affiliated brokers:
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
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 11 ADDITIONAL INFORMATION EXECUTIVE OFFICERS OF THE TRUSTS Information about the Trusts' current principal executive officers is set forth below.
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.
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. 12 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
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
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NAME OF FUND/ AMOUNT AND NATURE OF PERCENTAGE TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - -------------- ------------------------------------ -------------------- ---------- 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
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NAME OF FUND/ AMOUNT AND NATURE OF PERCENTAGE TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - -------------- ------------------------------------ -------------------- ---------- 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
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NAME OF FUND/ AMOUNT AND NATURE OF PERCENTAGE TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - -------------- ------------------------------------ -------------------- ---------- 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
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NAME OF FUND/ AMOUNT AND NATURE OF PERCENTAGE TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - -------------- ------------------------------------ -------------------- ---------- 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
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NAME OF FUND/ AMOUNT AND NATURE OF PERCENTAGE TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - -------------- ------------------------------------ -------------------- ---------- 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
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NAME OF FUND/ AMOUNT AND NATURE OF PERCENTAGE TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - -------------- ------------------------------------ -------------------- ---------- 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
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NAME OF FUND/ AMOUNT AND NATURE OF PERCENTAGE TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - -------------- ------------------------------------ -------------------- ---------- 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
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NAME OF FUND/ AMOUNT AND NATURE OF PERCENTAGE TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - -------------- ------------------------------------ -------------------- ---------- 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
21
NAME OF FUND/ AMOUNT AND NATURE OF PERCENTAGE TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - -------------- ------------------------------------ -------------------- ---------- 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
22
NAME OF FUND/ AMOUNT AND NATURE OF PERCENTAGE TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - -------------- ------------------------------------ -------------------- ---------- 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
23
NAME OF FUND/ AMOUNT AND NATURE OF PERCENTAGE TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - -------------- ------------------------------------ -------------------- ---------- 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
24
NAME OF FUND/ AMOUNT AND NATURE OF PERCENTAGE TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - -------------- ------------------------------------ -------------------- ---------- 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
25
NAME OF FUND/ AMOUNT AND NATURE OF PERCENTAGE TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - -------------- ------------------------------------ -------------------- ---------- 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
26
NAME OF FUND/ AMOUNT AND NATURE OF PERCENTAGE TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - -------------- ------------------------------------ -------------------- ---------- 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
27
NAME OF FUND/ AMOUNT AND NATURE OF PERCENTAGE TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - -------------- ------------------------------------ -------------------- ---------- 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
28
NAME OF FUND/ AMOUNT AND NATURE OF PERCENTAGE TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - -------------- ------------------------------------ -------------------- ---------- 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
STI CLASSIC VARIABLE TRUST
NAME OF FUND/ AMOUNT AND NATURE OF PERCENTAGE TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - -------------- ------------------------------------ -------------------- ---------- 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
29
NAME OF FUND/ AMOUNT AND NATURE OF PERCENTAGE TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - -------------- ------------------------------------ -------------------- ---------- 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
30
NAME OF FUND/ AMOUNT AND NATURE OF PERCENTAGE TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS - -------------- ------------------------------------ -------------------- ---------- Hartford Life Insurance Co. 231265.418 7.04 Account 401 P.O. Box 2999 Hartford, CT 06104-2999
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
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)
- --------------- (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
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 2003.... $10,500(1) $60,000(3) $ 771,250(4) Fiscal Year Ended 2002.... $23,560(1)(2) $ 0 $2,685,000(5)
- --------------- (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. 31 (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. 32 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 33 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 (c) Prospectus of each Fund. 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: 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
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. TRUSCO CAPITAL MANAGEMENT, INC ZEVENBERGEN CAPITAL INVESTMENTS LLC By: By: - -------------------------------------------- -------------------------------------------- Name: Name: - -------------------------------------------- -------------------------------------------- Title: Title: - -------------------------------------------- --------------------------------------------
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 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.
The management fee will be paid to the Subadviser quarterly. Agreed and Accepted: TRUSCO CAPITAL MANAGEMENT, INC ZEVENBERGEN CAPITAL INVESTMENTS LLC By: By: - -------------------------------------------- -------------------------------------------- Name: Name: - -------------------------------------------- -------------------------------------------- Title: Title: - -------------------------------------------- --------------------------------------------
A-7 [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 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 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. _______________________________________________________ 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 (EZ VOTE LOGO) CONSOLIDATED PROXY CARD [STI CLASSIC FUNDS LOGO] THE TOP HALF OF THIS FORM IS YOUR EZVOTE CONSOLIDATED PROXY CARD. IT REFLECTS ALL OF YOUR ACCOUNTS REGISTERED TO THE SAME SOCIAL SECURITY OR TAX I.D. NUMBER AT THIS ADDRESS. BY VOTING AND SIGNING THE CONSOLIDATED PROXY CARD, YOU ARE VOTING ALL OF THESE ACCOUNTS IN THE SAME MANNER AS INDICATED ON THE REVERSE SIDE OF THE FORM. 999 999 999 999 99 STI CLASSIC FUNDS STI CLASSIC VARIABLE TRUST THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES 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 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 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. STI CI F EZ sd DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW VOTING OPTIONS VOTING BY TOUCH-TONE PHONE 1. Read the accompanying Proxy Statement and Consolidated Proxy Card. 2. Call the toll-free number 1-888-221-0697. 3. Follow the recorded instructions. VOTING BY INTERNET 1. Read the accompanying Proxy Statement and Consolidated Proxy Card. 2. Go to WWW.PROXYWEB.COM. 3. Follow the on-line instructions. VOTING BY MAIL 1. Read the accompanying Proxy Statement and Consolidated Proxy Card. 2. Please mark, sign and date your Proxy Card. 3. Return the signed Proxy Card in the accompanying envelope which requires no postage if mailed in the United States. NOTE: IF YOU VOTE BY PHONE OR ON THE INTERNET, PLEASE DO NOT RETURN YOUR CONSOLIDATED PROXY CARD. LABEL BELOW FOR MIS USE ONLY! PO# M9476 STI CLASSIC FUNDS ORIGINAL EZVOTE 9-22-04 KD SANDY (STI CLASSIC FUNDS EZVOTE WITH LOGO- SD) REVISION #1 10-01-04 KD REVISION #2 10/4/04 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 INDIVIDUAL BALLOTS On the reverse side of this form (and on accompanying pages, if necessary) you will find individual ballots, one for each of your accounts. If you would wish to vote each of these accounts separately, sign in the signature box below, mark each individual ballot to indicate your vote, detach the form at the perforation above and return the individual ballots portion only. NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE CONSOLIDATED PROXY CARD ABOVE. Date: ________________________ _______________________________________________________ Signature(s) (PLEASE SIGN IN BOX) STI CI F IND sd (EZ VOTE LOGO) CONSOLIDATED PROXY CARD PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X] PLEASE DO NOT USE FINE POINT PENS. 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. 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 FOR AGAINST ABSTAIN Fund and Emerging Growth Stock Fund. [ ] [ ] [ ] PLEASE SIGN AND DATE ON THE REVERSE SIDE. STI CI F EZ sd R DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW INDIVIDUAL BALLOTS NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL BALLOTS BELOW. 000 0000000000 000 0 JOHN Q. PUBLIC 123 MAIN STREET ANYTOWN, MA 02030 999 999 999 999 99 FUND NAME PRINTS HERE FUND NAME PRINTS HERE FOR WITHHOLD FOR ALL ALL ALL EXCEPT* Proposal 1: To consider and vote [ ] [ ] [ ] on the election of members to the Board of Trustees of the Trusts. (See Nominee list on consolidated ballot.) * EXCEPT _______________________________ FOR AGAINST ABSTAIN Proposal 2: To approve the investment [ ] [ ] [ ] subadvisory agreement. 000 0000000000 000 0 JOHN Q. PUBLIC 123 MAIN STREET ANYTOWN, MA 02030 999 999 999 999 99 FUND NAME PRINTS HERE FUND NAME PRINTS HERE FOR WITHHOLD FOR ALL ALL ALL EXCEPT* Proposal 1: To consider and vote [ ] [ ] [ ] on the election of members to the Board of Trustees of the Trusts. (See Nominee list on consolidated ballot.) * EXCEPT _______________________________ FOR AGAINST ABSTAIN Proposal 2: To approve the investment [ ] [ ] [ ] subadvisory agreement. 000 0000000000 000 0 JOHN Q. PUBLIC 123 MAIN STREET ANYTOWN, MA 02030 999 999 999 999 99 FUND NAME PRINTS HERE FUND NAME PRINTS HERE FOR WITHHOLD FOR ALL ALL ALL EXCEPT* Proposal 1: To consider and vote [ ] [ ] [ ] on the election of members to the Board of Trustees of the Trusts. (See Nominee list on consolidated ballot.) * EXCEPT _______________________________ FOR AGAINST ABSTAIN Proposal 2: To approve the investment [ ] [ ] [ ] subadvisory agreement. 000 0000000000 000 0 JOHN Q. PUBLIC 123 MAIN STREET ANYTOWN, MA 02030 999 999 999 999 99 FOR WITHHOLD FOR ALL ALL ALL EXCEPT* Proposal 1: To consider and vote [ ] [ ] [ ] on the election of members to the Board of Trustees of the Trusts. (See Nominee list on consolidated ballot.) * EXCEPT _______________________________ FOR AGAINST ABSTAIN Proposal 2: To approve the investment [ ] [ ] [ ] subadvisory agreement. STI CI F IND sd R PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X] INDIVIDUAL BALLOTS NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL BALLOTS BELOW. 000 0000000000 000 0 JOHN Q. PUBLIC 123 MAIN STREET ANYTOWN, MA 02030 999 999 999 999 99 FUND NAME PRINTS HERE FUND NAME PRINTS HERE FOR WITHHOLD FOR ALL ALL ALL EXCEPT* Proposal 1: To consider and vote [ ] [ ] [ ] on the election of members to the Board of Trustees of the Trusts. (See Nominee list on consolidated ballot.) * EXCEPT _______________________________ FOR AGAINST ABSTAIN Proposal 2: To approve the investment [ ] [ ] [ ] subadvisory agreement. 000 0000000000 000 0 JOHN Q. PUBLIC 123 MAIN STREET ANYTOWN, MA 02030 999 999 999 999 99 FOR WITHHOLD FOR ALL ALL ALL EXCEPT* Proposal 1: To consider and vote [ ] [ ] [ ] on the election of members to the Board of Trustees of the Trusts. (See Nominee list on consolidated ballot.) * EXCEPT _______________________________ FOR AGAINST ABSTAIN Proposal 2: To approve the investment [ ] [ ] [ ] subadvisory agreement. 000 0000000000 000 0 JOHN Q. PUBLIC 123 MAIN STREET ANYTOWN, MA 02030 999 999 999 999 99 FUND NAME PRINTS HERE FUND NAME PRINTS HERE FOR WITHHOLD FOR ALL ALL ALL EXCEPT* Proposal 1: To consider and vote [ ] [ ] [ ] on the election of members to the Board of Trustees of the Trusts. (See Nominee list on consolidated ballot.) * EXCEPT _______________________________ FOR AGAINST ABSTAIN Proposal 2: To approve the investment [ ] [ ] [ ] subadvisory agreement. 000 0000000000 000 0 JOHN Q. PUBLIC 123 MAIN STREET ANYTOWN, MA 02030 999 999 999 999 99 FUND NAME PRINTS HERE FUND NAME PRINTS HERE FOR WITHHOLD FOR ALL ALL ALL EXCEPT* Proposal 1: To consider and vote [ ] [ ] [ ] on the election of members to the Board of Trustees of the Trusts. (See Nominee list on consolidated ballot.) * EXCEPT _______________________________ FOR AGAINST ABSTAIN Proposal 2: To approve the investment [ ] [ ] [ ] subadvisory agreement. 000 0000000000 000 0 JOHN Q. PUBLIC 123 MAIN STREET ANYTOWN, MA 02030 999 999 999 999 99 FOR WITHHOLD FOR ALL ALL ALL EXCEPT* Proposal 1: To consider and vote [ ] [ ] [ ] on the election of members to the Board of Trustees of the Trusts. (See Nominee list on consolidated ballot.) * EXCEPT _______________________________ FOR AGAINST ABSTAIN Proposal 2: To approve the investment [ ] [ ] [ ] subadvisory agreement. 000 0000000000 000 0 JOHN Q. PUBLIC 123 MAIN STREET ANYTOWN, MA 02030 999 999 999 999 99 FOR WITHHOLD FOR ALL ALL ALL EXCEPT* Proposal 1: To consider and vote [ ] [ ] [ ] on the election of members to the Board of Trustees of the Trusts. (See Nominee list on consolidated ballot.) * EXCEPT _______________________________ FOR AGAINST ABSTAIN Proposal 2: To approve the investment [ ] [ ] [ ] subadvisory agreement. 000 0000000000 000 0 JOHN Q. PUBLIC 123 MAIN STREET ANYTOWN, MA 02030 999 999 999 999 99 FOR WITHHOLD FOR ALL ALL ALL EXCEPT* Proposal 1: To consider and vote [ ] [ ] [ ] on the election of members to the Board of Trustees of the Trusts. (See Nominee list on consolidated ballot.) * EXCEPT _______________________________ FOR AGAINST ABSTAIN Proposal 2: To approve the investment [ ] [ ] [ ] subadvisory agreement. 000 0000000000 000 0 JOHN Q. PUBLIC 123 MAIN STREET ANYTOWN, MA 02030 999 999 999 999 99 FOR WITHHOLD FOR ALL ALL ALL EXCEPT* Proposal 1: To consider and vote [ ] [ ] [ ] on the election of members to the Board of Trustees of the Trusts. (See Nominee list on consolidated ballot.) * EXCEPT _______________________________ FOR AGAINST ABSTAIN Proposal 2: To approve the investment [ ] [ ] [ ] subadvisory agreement. STI CI F IND sd R -----END PRIVACY-ENHANCED MESSAGE-----