485BPOS 1 l09874ae485bpos.txt STI CLASSIC FUNDS 485BPOS AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 14, 2004 File No. 033-45671 File No. 811-6557 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ] POST-EFFECTIVE AMENDMENT NO. 52 [X] AND REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ] AMENDMENT NO. 54 [X] STI CLASSIC FUNDS (Exact Name of Registrant as Specified in Charter) 101 Federal Street Boston, Massachusetts 02110 (Address of Principal Executive Offices, Zip Code) Registrant's Telephone Number, including Area Code (800) 428-6970, option 1 Cynthia Surprise c/o BISYS Fund Services Ohio, Inc. 100 Summer Street, Suite 1500 Boston, MA 02110 (Name and Address of Agent for Service) Copies to: Richard W. Grant, Esquire W. John McGuire, Esquire Morgan, Lewis & Bockius LLP Morgan, Lewis & Bockius LLP One Oxford Centre 1111 Pennsylvania Avenue, NW Pittsburgh, PA 15219-6401 Washington, DC 20004 It is proposed that this filing become effective (check appropriate box): [x] Immediately upon filing pursuant to paragraph (b) [ ] On [date] pursuant to paragraph (b) [ ] 60 days after filing pursuant to paragraph (a)(1) [ ] On [date] pursuant to paragraph (a)(1) [ ] 75 days after filing pursuant to paragraph (a)(2) [ ] On [date] pursuant to paragraph (a) of Rule 485 The purpose of this Post-effective Amendment No. 52 is to file certain items that were inadvertently omitted from Post-effective Amendment No. 51 filed on September 28, 2004. Parts A and B and Items 1 through 24 and a portion of Item 25 of Part C are incorporated herein by reference to Post-effective Amendment No. 51. C-1 STI CLASSIC FUNDS PART C: OTHER INFORMATION POST-EFFECTIVE AMENDMENT NO. 52 Trusco Capital Management, Inc. Gregory Fraser -- -- Vice President Holly Freeman SunTrust Bank Vice President Vice President Laura B. Friend -- -- Vice President Elena Fyodorova -- -- Vice President Michelle Gallo -- -- Vice President Mark D. Garfinkel SunTrust Bank Officer Managing Director Alan M. Gayle -- -- Managing Director Eunice Gillespie SunTrust Bank Vice President Vice President Frank P. Giove -- -- Vice President Steven Elliott Gordon SunTrust Bank Vice President Managing Director George Goudelias -- -- Managing Director David Grachek -- -- Vice President Neil L. Halpert -- -- Vice President Melvin E. Hamilton SunTrust Bank Vice President Managing Director Peter P. Hardy SunTrust Bank Officer Vice President Edward Hugh Head -- -- Vice President
C-2 Trusco Capital Management, Inc. Michael Todd Hill SunTrust Bank Officer Vice President Michael J. Honsharuk SunTrust Bank Officer Vice President Debra Hooper -- -- Vice President Deborah Hopkins -- -- Vice President David Hunt -- -- Vice President Michael A. Jenacova -- -- Vice President Christopher A. Jones -- -- Managing Director Gerard Leen Vice President Christine Y. Keefe SunTrust Bank Vice President Vice President Nat King -- -- Vice President Michael Kirkpatrick -- -- Vice President Patrick W. Kirksey -- -- Vice President James E. Kofron SunTrust Bank Officer Vice President Ray Kramer -- -- Vice President Ken Kresch -- -- Vice President Deborah LaBerge -- -- Managing Director Deborah A. Lamb -- -- Managing Director
C-3 Trusco Capital Management, Inc. Wayne G. Larochelle SunTrust Bank Vice President Managing Director Charles B. Leonard SunTrust Bank Officer Managing Director Carla Leslie -- -- Managing Director Biron Lim -- -- Vice President Tina Y. Long -- -- Vice President William Longan SunTrust Bank Officer Vice President Jennifer J. Love SunTrust Bank Vice President Vice President Kimberly C. Maichle SunTrust Bank Officer Vice President James B. Mallory SunTrust Bank Vice President Vice President Jeffrey E. Markunas SunTrust Bank Officer Managing Director Patrick K. Mason SunTrust Bank Vice President Vice President Mike McEachern -- -- Managing Director Andrew McGhee -- -- Managing Director Tom Meyers -- -- Managing Director R. Douglas Mitchell -- -- Vice President Peter T. Montgomery SunTrust Bank Officer Vice President Sharon Moran -- -- Vice President
C-4 Trusco Capital Management, Inc. Elizabeth T. Morrison SunTrust Bank Officer Vice President Stephen Murrin -- -- Vice President Timothy James Nash SunTrust Bank Officer Vice President Robert Neinken SunTrust Bank Vice President Managing Director Harold F. Nelson SunTrust Bank Officer Managing Director Brian Nold -- -- Vice President Thomas J. O'Neil -- -- Vice President Agnes G. Pampush SunTrust Bank Officer Managing Director Cynthia Panebianco -- -- Vice President Christopher Paolella SunTrust Bank Vice President Managing Director Patrick Paparelli SunTrust Bank Vice President Managing Director Sheri L. Paquette SunTrust Bank Officer Vice President Ty Parrish SunTrust Bank Vice President Vice President Ronnie G. Pennell SunTrust Bank Officer Vice President Elliott A. Perny SunTrust Bank Officer Managing Director James Phebus Jr. SunTrust Bank Officer Vice President Gary Plourde SunTrust Bank Vice President Managing Director
C-5 Trusco Capital Management, Inc. Neil J. Powers SunTrust Bank Officer Managing Director Joe E. Ransom SunTrust Bank Officer Managing Director Boyce G. Reid SunTrust Bank Officer Vice President David W. Reidy -- -- Vice President Kristin Hildebrand Ribic -- -- Vice President Mills A. Riddick SunTrust Bank Officer Managing Director Josie C. Rosson -- -- Vice President James L. Savage SunTrust Bank Officer Vice President Diane Schmidt -- -- Vice President Marc H. Schneidau SunTrust Bank Officer Managing Director Ronald H. Schwartz SunTrust Bank Officer Managing Director Michael G. Sebesta SunTrust Bank Officer Managing Director Dusty L. Self SunTrust Bank Officer Vice President Bob Sherman -- -- Managing Director Robin Shulman -- -- Managing Director Garrett P. Smith SunTrust Bank Officer Managing Director George D. Smith, Jr. SunTrust Bank Officer Managing Director Stephen Smith -- -- Vice President
C-6 Trusco Capital Management, Inc. E. Dean Speer SunTrust Bank Officer Vice President Ellen Spong SunTrust Bank Vice President Managing Director Jeffrey St. Amand -- -- Vice President Celia S. Stanley -- -- Vice President John H. Stebbins SunTrust Bank Vice President Managing Director Chad K. Stephens SunTrust Bank Officer Vice President Adam C. Stewart -- -- Vice President E. Sonny Surkin SunTrust Bank Officer Vice President Hubert Swecker SunTrust Bank Vice President Vice President Paul V. Taffe -- -- Vice President William F. Tarry SunTrust Bank Officer Vice President Parker W. Thomas Jr. -- -- Managing Director James M. Thomas -- -- Vice President Perry Troisi -- -- Managing Director Howard Udis -- -- Vice President Stuart F. Van Arsdale SunTrust Bank Officer Managing Director David M. Walrod -- -- Vice President Casey Walsh -- -- Vice President
C-7 Trusco Capital Management, Inc. Francis P. Walsh -- -- Vice President Joseph Walsh SunTrust Bank Vice President Vice President George Way -- -- Vice President Adrien Webb -- -- Managing Director Gregory Webster -- -- Vice President Darren C. Weems -- -- Vice President Ellen Welsh -- -- Managing Director Lisa Whittaker -- -- Vice President Elizabeth Wilson -- -- Managing Director William L. Wilson, Jr. SunTrust Bank Officer Vice President Tom Winters -- -- Managing Director -- -- Donald Wordell Vice President Natalie Wright -- -- Vice President Stephen M. Yarbrough -- -- Managing Director Steven M. Yates -- -- Managing Director David S. Yealy SunTrust Bank Officer Managing Director Jon Yozzo -- -- Vice President
C-8 Trusco Capital Management, Inc. -- -- Sam Zona Managing Director
Zevenbergen Capital Investments LLC Zevenbergen Capital Investments LLC is the investment subadviser for the Aggressive Growth Stock and Emerging Growth Stock Funds. The principal address of Zevenbergen Capital Investments LLC is 601 Union Street, Seattle Washington 98101.
NAME NAME OF OTHER COMPANY CONNECTION WITH OTHER COMPANY ---- --------------------- ----------------------------- Zevenbergen Capital Investments LLC Brooke de Boutray -- -- Managing Director, Portfolio Manager Lisa Foley -- -- Managing Director, Investment Officer Leslie Tubbs -- -- Managing Director, Portfolio Manager Nancy A. Zevenbergen -- -- President and Chief Investment Officer
ITEM 26. Principal Underwriters: (a) Furnish the name of each investment company (other than the Registrant) for which each principal underwriter currently distributing the securities of the Registrant also acts as a principal underwriter, distributor or investment adviser. BISYS Fund Services Limited Partnership ("BISYS"), the Registrant's distributor, acts as principal underwriter for the following investment companies: American Independence Funds Trust American Performance Funds AmSouth Funds BB&T Funds The Coventry Group The Eureka Funds First Focus Funds, Inc. The Hirtle Callaghan Trust HSBC Advisor Funds Trust HSBC Investor Funds HSBC Investor Portfolios The Infinity Mutual Funds, Inc. Kensington Funds C-9 LEADER Mutual Funds Legacy Funds Group MMA Praxis Mutual Funds Mercantile Funds, Inc. Old Westbury Funds, Inc. Pacific Capital Funds STI Classic Funds STI Classic Variable Trust USAllianz Variable Insurance Products Trust Variable Insurance Funds Vintage Mutual Funds, Inc. BISYS is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the National Association of Securities Dealers. BISYS' main address is 100 Summer St. 15th Floor, Boston, Massachusetts 02110. Office of Supervisory Jurisdiction (OSJ) Branch is at 3435 Stelzer Road, Columbus, Ohio 43219. BISYS is an indirect wholly-owned subsidiary of The BISYS Group, Inc. (b) Furnish the Information required by the following table with respect to each director, officer or partner of each principal underwriter named in the answer to Item 19 of Part B. Unless otherwise noted, the business address of each director or officer is 3435 Stelzer Road, Columbus, Ohio 43219.
Position and Office Positions and Offices Name and Address with Underwriter with Registrant ---------------- ------------------- --------------------- BISYS Fund Services Ohio, Inc. Sole Limited Partner None 3435 Stelzer Road Columbus, OH 43219 BISYS Fund Services, Inc.* Sole General Partner None 3435 Stelzer Road Columbus, OH 43219
* Richard F. Froio - Executive Representative and Supervising Principal William J. Tomko - Supervising Principal, Columbus OSJ ITEM 27. Location of Accounts and Records: Books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, and the rules promulgated thereunder, are maintained as follows: (a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6); (8); (12); and 31a-1(d), the required books and records are maintained at the offices of Registrant's custodians: SunTrust Bank 303 Peachtree Street, N.E. Atlanta, GA 30308 Brown Brothers Harriman & Co. 40 Water Street Boston, MA 02109 (International Equity Fund, International Equity Index Fund and Strategic Income Fund) C-10 (b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1),(4); (2)(C) and (D); (4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required books and records are maintained at the offices of Registrant's administrator: BISYS Fund Services, Ohio, Inc. 3435 Stelzer Road Columbus, Ohio 43219 (c) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f), the required books and records are maintained at the principal offices of the Registrant's adviser and subadviser: Trusco Capital Management, Inc. P.O. Box 3808 Orlando, Florida 32802 Trusco Capital Management, Inc. 50 Hurt Plaza, Suite 1400 Atlanta, Georgia 30303 Trusco Capital Management, Inc. 25 Park Place Atlanta, Georgia 30303 Trusco Capital Management, Inc. 300 Tice Boulevard Woodcliff Lake, New Jersey 07677 Zevenbergen Capital Investments LLC 601 Union Street Seattle, Washington 98101 ITEM 28. Management Services: None. ITEM 29. Undertakings: None. C-11 NOTICE A copy of the Agreement and Declaration of Trust for the STI Classic Funds is on file with the Secretary of State of the Commonwealth of Massachusetts and notice is hereby given that this Registration Statement has been executed on behalf of the Registrant by an officer of the Registrant as an officer and by its trustees as trustees and not individually and the obligations of or arising out of this Registration Statement are not binding upon any of the trustees, officers, or shareholders individually but are binding only upon the assets and property of the Registrant. C-12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 (the "Securities Act") and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 51 to Registration Statement No. 033-45671 to be signed on its behalf by the undersigned, duly authorized, in the City of Boston, Commonwealth of Massachusetts on the 28th day of September, 2004. By: /s/ R. Jeffrey Young* ------------------------------ R. Jeffrey Young, President Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacity and on the dates indicated. /s/ F. Wendell Gooch* Trustee September 28, 2004 -------------------------------------------------- F. Wendell Gooch /s/ Jonathan T. Walton* Trustee September 28, 2004 -------------------------------------------------- Jonathan T. Walton /s/ James O. Robbins* Trustee September 28, 2004 -------------------------------------------------- James O. Robbins /s/ Thomas Gallagher* Trustee September 28, 2004 -------------------------------------------------- Thomas Gallagher /s/ Richard W. Courts, II* Trustee September 28, 2004 -------------------------------------------------- Richard W. Courts, II /s/ Clarence H. Ridley* Trustee September 28, 2004 -------------------------------------------------- Clarence H. Ridley /s/ R. Jeffrey Young* President September 28, 2004 -------------------------------------------------- R. Jeffrey Young /s/ Bryan C. Haft* Treasurer & Chief September 28, 2004 -------------------------------------------------- Financial Officer Bryan C. Haft
* By /s/ Traci A. Thelen ------------------------------------------------------------------- Traci A. Thelen, pursuant to the powers of attorney filed herewith. C-13 STI CLASSIC FUNDS STI CLASSIC VARIABLE TRUST POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned as trustees of STI Classic Funds and STI Classic Variable Trust (collectively, the "Trusts"), business trusts organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints Traci Thelen and Julie Powers, and each of them singly, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him and in his name, place and stead, and in the capacity indicated below, to sign any and all Registration Statements and all amendments thereto relating to the offering of each Trust's shares under the provisions of the Investment Company Act of 1940 and/or the Securities Act of 1933, each such Act as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have herewith set their names and seals as of this 28th day of September, 2004. /s/ Clarence H. Ridley /s/ Richard W. Courts, II ---------------------------------------- --------------------------------- Clarence H. Ridley, Trustee Richard W. Courts, II, Trustee /s/ Thomas Gallagher /s/ F. Wendell Gooch ---------------------------------------- -------------------------------- Thomas Gallagher, Trustee F. Wendell Gooch, Trustee /s/ James O. Robbins /s/ Jonathan T. Walton ---------------------------------------- -------------------------------- James O. Robbins, Trustee Jonathan T. Walton, Trustee C-14 STI CLASSIC FUNDS STI CLASSIC VARIABLE TRUST POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that Bryan C. Haft as Treasurer and Chief Financial Officer and R. Jeffrey Young as President of STI Classic Funds and STI Classic Variable Trust (collectively, the "Trusts"), business trusts organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints Traci Thelen and Julie Powers, and each of them singly, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him and in his name, place and stead, and in the capacity indicated below, to sign any and all Registration Statements and all amendments thereto relating to the offering of each Trust's shares under the provisions of the Investment Company Act of 1940 and/or the Securities Act of 1933, each such Act as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have herewith set their names and seals as of this 28th day of September, 2004. /s/ Bryan C. Haft /s/ R. Jeffrey Young ------------------------------ --------------------------------------- Bryan C. Haft R. Jeffrey Young C-15 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT ------ ------- EX-99.D6. Revised Schedule A for the Classic Institutional Core Bond Fund, Classic Institutional Intermediate Bond Fund, Seix Institutional High Yield Fund and Classic Institutional Limited Duration Fund to the Revised Investment Advisory Agreement with Trusco Capital Management, Inc. dated June 15, 1993. EX-99.E. Distribution Agreement between the Registrant and BISYS Fund Services, Limited Partnership. EX-99.(H)(1) Master Services Agreement between the Registrant and BISYS Fund Services Ohio, Inc. EX-99.(H)(2) Amendment to Master Services Agreement between the Registrant and BISYS Fund Services Ohio, Inc. EX-99.(H)(6) Amended Schedule to the Shareholder Service Plan and Agreement for T Shares as it relates to the Classic Institutional Core Bond Fund, Classic Institutional Intermediate Bond Fund, Seix Institutional High Yield Fund and Classic Institutional Limited Duration Fund. EX-99.(H)(7) Amended Schedule to Shareholder Service Plan and Agreement for Institutional Shares as it relates to the Classic Institutional Core Bond Fund, Classic Institutional Intermediate Bond Fund, Seix Institutional High Yield Fund and Classic Institutional Limited Duration Fund. EX-99. (I) Opinion and Consent of Counsel, Morgan, Lewis & Bockius LLP. EX-99.(J) Consent of PricewaterhouseCoopers LLP, independent auditors. EX-99.(M)(5) Amended Schedule A to the Distribution Plan for A Shares as it relates to the Classic Institutional Core Bond Fund, Classic Institutional Intermediate Bond Fund, Seix Institutional High Yield Fund and Classic Institutional Limited Duration Fund. EX-99.(P)(2) Code of Ethics for BISYS Fund Services, Limited Partnership.
C-16 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 (the "Securities Act") and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment No. 52 to the Registrant's Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Boston, Commonwealth of Massachusetts on the 14th day of December, 2004. By: /s/ R. Jeffrey Young* ------------------------------------- R. Jeffrey Young, President Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacity and on the dates indicated. /s/ F. Wendell Gooch* Trustee December 14, 2004 -------------------------------------------------- F. Wendell Gooch /s/ Jonathan T. Walton* Trustee December 14, 2004 -------------------------------------------------- Jonathan T. Walton /s/ James O. Robbins* Trustee December 14, 2004 -------------------------------------------------- James O. Robbins /s/ Thomas Gallagher* Trustee December 14, 2004 -------------------------------------------------- Thomas Gallagher /s/ Richard W. Courts, II* Trustee December 14, 2004 -------------------------------------------------- Richard W. Courts, II /s/ Clarence H. Ridley* Trustee December 14, 2004 -------------------------------------------------- Clarence H. Ridley /s/ R. Jeffrey Young* President December 14, 2004 -------------------------------------------------- R. Jeffrey Young /s/ Bryan C. Haft* Treasurer & Chief December 14, 2004 -------------------------------------------------- Financial Officer Bryan C. Haft /s/ Sidney E. Harris* Trustee December 14, 2004 -------------------------------------------------- Sidney E. Harris /s/ Warren Y. Jobe* Trustee December 14, 2004 -------------------------------------------------- Warren Y. Jobe /s/ Charles D. Winslow* Trustee December 14, 2004 -------------------------------------------------- Charles D. Winslow
* By /s/ Julie Powers ---------------------------------------------------------------- Julie Powers, pursuant to the powers of attorney filed herewith. C-17 STI CLASSIC FUNDS STI CLASSIC VARIABLE TRUST POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned as trustees of STI Classic Funds and STI Classic Variable Trust (collectively, the "Trusts"), business trusts organized under the laws of The Commonwealth of Massachusetts, hereby constitutes and appoints Julie Powers his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him and in his name, place and stead, and in the capacity indicated below, to sign any and all Registration Statements and all amendments thereto relating to the offering of each Trust's shares under the provisions of the Investment Company Act of 1940 and/or the Securities Act of 1933, each such Act as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have herewith set their names and seals as of this 14th day of December, 2004. /s/ Sidney E. Harris /s/ Warren Y. Jobe ------------------------------------- ------------------------------------ Sidney E. Harris, Trustee Warren Y. Jobe, Trustee /s/ Charles D. Winslow ------------------------------------- Charles D. Winslow, Trustee C-18