EX-99.77O RULE 10F-3

Record of Securities Purchased
Under the Rule 10f-3 Procedures

1. Issuer/Security: Chesapeake Energy; CUSIP 165167BT3; 6.875%,
11/15/20

2. Date of purchase: 11/2/06

3. Underwriter from who purchased: Bear Stearns

4. Name of Affiliated Broker Dealer (as defined in the Rule 10f-3
procedures)managing or participating in syndicate:
SunTrust Robinson Humphrey

5. List of all members of the syndicate: STRH, JPMorgan, Lehman,
CIBC, CSFB, Merrill,Wachovia

6. Aggregate principal amount of purchase: $5,000,000

7. Aggregate principal amount of offering: $500,000,000

8. Purchase price (Net of fees and expenses):98.847

9. Date offering commenced: 11/2/05

10. Commission, spread or profit:  1.625%

11. Fund: Seix High Yield Bond Fund

12. Have the following conditions been satisfied:
					Yes:	 No:

a. Registered Public Offerings:  The securities are a part
of an issue registered under the Securities Act of 1933, which
 is being offered to the public:  No


b. Municipal Securities:  The securities (i) are "municipal
securities" as defined in Section 3(a)(29) of the
Securities Exchange Act of 1934; (ii) the issuer of such
securities has received an investment grade rating from a
nationally recognized
statistical rating organization; and (iii) if the
issuer or entity supplying the revenues from which the
issue is to be paid has been in continuous operation for
less than three years (including the operations of
any predecessors), it has received one of the
three highest ratings from at least one such rating service.  No


c. Foreign Offerings:  The securities are offered publicly
under the
laws of a country other than the United States and (i) the
offering
is subject to regulation by a "foreign financial regulatory
authority,"
as defined in Section 2(a)(50) of the 1940 Act, in the
country in which
the public offering occurs; (ii) the securities are offered
at a fixed
price to all purchasers in the offering (except for any rights to

purchase securities that are required by law to be granted to
existing security holders of the issuer); (iii) financial statements,
prepared and audited in accordance with standards required
or permitted
by the appropriate foreign financial regulatory authority in
the country in
which the public offering occurs, for the two years prior to
the offering,
are available to the public and prospective purchasers in
connection with
the offering; and (iv) if the issuer is a Domestic Issuer
(a) it has a
class of securities registered pursuant to section 12(b)
or 12(g) of the
1934 Act or is required to file reports pursuant to section
15(d) of the
1934 Act; and (b) it has filed all the material required to
be filed
pursuant to section 13(a) or 15(d) of the 1934 Act for a
period of at least
twelve months immediately preceding the sale of such
securities (or for such
shorter period that the issuer was required to file such material).
No


d. Rule 144A Offerings:  The securities are (i) offered or
sold in
transactions exempt from registration under section 4(2) of
the 1934 Act,
Rule 144A thereunder, or Rules 501- 508 thereunder; (ii) the
securities are
sold to qualified institutional buyers, as defined in
Rule 144(a)(1); and
(iii) the securities are eligible for resale to other
qualified institutional
buyers pursuant to Rule 144A.  Yes

e. In respect of any securities other than municipal
securities, the issuer
of such securities has been in continuous operation for not
less than three
years (including the operations of predecessors).  Yes


f. The securities were purchased prior to the end of the first
day on which
any sales were made, at a price that was not more than the
price paid by each
other purchaser of securities in that offering or in any
concurrent offering
of the securities (except, in the case of an Eligible Foreign
Offering, for
any rights to purchase that are required by law to be granted
to existing
security holders of the issuer), provided, however, that if
the securities
were offered for subscription upon exercise of rights, the
securities were
purchased on or before the fourth day preceding the day on
which the rights
offering terminated.  Yes


g. The underwriting was a firm commitment underwriting.  Yes


h. The commission, spread or profit was reasonable and fair
in relation to
that being received by others for underwriting similar
securities during the
same period.  Yes


i. The amount of such securities of any class of such issue
purchased by all
of the Portfolios and investment companies advised by the
Adviser did not
exceed 25% of the principal amount of the offering of such
class or if purchased
in a Rule 144A Offering, 25% of the total of (i) the principal
amount of the
offering of such class sold by underwriters or members of the
selling syndicate
to qualified institutional buyers as defined in Rule 144A(a)(1)
plus (ii) the
principal amount of the offering of such class in any concurrent
public offering.
Yes


j. No Affiliated Broker Dealer (i) benefited directly or
indirectly from, the
purchase; or (ii) in respect to the purchase of Eligible
Municipal Securities,
such purchase is not designated as a group sale or otherwise
allocated to the
account of any person from whom paragraph (8) of the Rule
10f-3 Procedures
prohibits the purchase. Please provide written documentation from
 the lead
underwriter to ensure compliance to this requirement.  Yes


k. The security was purchased prior to the end of the first
day on which any
sales are made at a price that is not more than the price
paid by each other
purchaser of securities in that or any concurrent offering
(except for rights
to existing shareholders in an Eligible Foreign Offering)
or, in the case of
rights, before the fourth day preceding the day the rights
offering terminates.
Yes


Portfolio Manager Authorization: ____________________
Date: ________





Record of Securities Purchased
Under the Rule 10f-3 Procedures

1. Issuer/Security: HCA; CUSIP 404119AR0; 6.5%, 2/15/16

2. Date of purchase: 2/03/06

3. Underwriter from who purchased: Salomon

4. Name of Affiliated Broker Dealer (as defined
in the Rule 10f-3 procedures)
managing or participating in syndicate:	SunTrust
Robinson Humphrey

5. List of all members of the syndicate: STRH

6. Aggregate principal amount of purchase: $2,000,000

7. Aggregate principal amount of offering: $500,000,000

8. Purchase price (Net of fees and expenses): 99.57

9. Date offering commenced: 2/2/06

10. Commission, spread or profit:  1.25%

11. Fund: Seix High Yield Bond Fund

12. Have the following conditions been satisfied:
					Yes:	 No:

a. Registered Public Offerings:  The securities are a
part of an issue
registered under the Securities Act of 1933, which is
being offered to the
public:  Yes


b. Municipal Securities:  The securities (i) are
"municipal securities" as
defined in Section 3(a)(29) of the Securities Exchange
Act of 1934; (ii) the
issuer of such securities has received an investment
grade rating from a
nationally recognized statistical rating organization;
and (iii) if the issuer
or entity supplying the revenues from which the issue
is to be paid has been
in continuous operation for less than three years
(including the operations of
any predecessors), it has received one of the three highest
ratings from at
least one such rating service.  No


c. Foreign Offerings:  The securities are offered publicly
under the laws of
a country other than the United States and (i) the offering
is subject to
regulation by a "foreign financial regulatory authority,"
as defined in Section
2(a)(50) of the 1940 Act, in the country in which the public
offering occurs;
(ii) the securities are offered at a fixed price to all
purchasers in the
offering (except for any rights to purchase securities that
are required by
law to be granted to existing security holders of the issuer);
(iii) financial
statements, prepared and audited in accordance with standards
required or
permitted by the appropriate foreign financial regulatory
authority in the
country in which the public offering occurs, for the two
years prior to the
offering, are available to the public and prospective purchasers
 in connection
with the offering; and (iv) if the issuer is a Domestic
Issuer (a) it has a
class of securities registered pursuant to section 12(b) or 12(g)
 of the 1934
Act or is required to file reports pursuant to section 15(d)
of the 1934 Act;
and (b) it has filed all the material required to be filed
pursuant to section
13(a) or 15(d) of the 1934 Act for a period of at least
twelve months
immediately preceding the sale of such securities (or for
such shorter period
that the issuer was required to file such material).  No


d. Rule 144A Offerings:  The securities are (i) offered or
sold in transactions
exempt from registration under section 4(2) of the 1934 Act,
Rule 144A thereunder,
or Rules 501- 508 thereunder; (ii) the securities are sold to
qualified
institutional buyers, as defined in Rule 144(a)(1); and (iii)
the securities are
eligible for resale to other qualified institutional buyers
pursuant to Rule 144A.
Yes


e. In respect of any securities other than municipal securities,
the issuer of
such securities has been in continuous operation for not
less than three years
(including the operations of predecessors).  Yes


f. The securities were purchased prior to the end of the first
ay on which any
sales were made, at a price that was not more than the price paid
by each other
purchaser of securities in that offering or in any concurrent
offering of the
securities (except, in the case of an Eligible Foreign Offering,
for any rights
to purchase that are required by law to be granted to existing
security holders
of the issuer), provided, however, that if the securities
were offered for
subscription upon exercise of rights, the securities
were purchased on or before
the fourth day preceding the day on which the rights
offering terminated.  Yes


g. The underwriting was a firm commitment underwriting.  Yes


h. The commission, spread or profit was reasonable and fair
in relation to that
being received by others for underwriting similar securities
during the same period.
Yes


i. The amount of such securities of any class of such issue
purchased by all of
the Portfolios and investment companies advised by the
Adviser did not exceed
25% of the principal amount of the offering of such class or
if purchased in a
Rule 144A Offering, 25% of the total of (i) the principal
amount of the offering
of such class sold by underwriters or members of the selling
syndicate to qualified
institutional buyers as defined in Rule 144A(a)(1) plus (ii)
the principal amount of
the offering of such class in any concurrent public offering.  Yes


j. No Affiliated Broker Dealer (i) benefited directly or
indirectly from, the
purchase; or (ii) in respect to the purchase of Eligible
Municipal Securities,
such purchase is not designated as a group sale or otherwise
allocated to the
account of any person from whom paragraph (8) of the Rule
10f-3 Procedures prohibits
the purchase. Please provide written documentation from the l
ead underwriter to
ensure compliance to this requirement.  Yes

k. The security was purchased prior to the end of the first
day on which any
sales are made at a price that is not more than the price
paid by each other
purchaser of securities in that or any concurrent offering
(except for rights to
existing shareholders in an Eligible Foreign Offering) or,
in the case of rights,
before the fourth day preceding the day the rights offering
terminates.  Yes



Portfolio Manager Authorization: ____________________________
Date: ____________________





Record of Securities Purchased
Under the Rule 10f-3 Procedures

1.Issuer/Security: Omnicare, Inc.  CUSIP 681904AK4; 6.875%,
12/15/15

2. Date of purchase: 12/12/05

3.Underwriter from who purchased: Lehman

4.Name of Affiliated Broker Dealer (as defined in the Rule
10f-3 procedures)
managing or participating in syndicate:	SunTrust Robinson
Humphrey

5.List of all members of the syndicate: Lehman, JPMorgan,
STRH, CIBC, CSFB,
Merrill, Wachovia

6.Aggregate principal amount of purchase: $6,320,000

7. Aggregate principal amount of offering: $525,000,000

8. Purchase price (Net of fees and expenses):100.00

9. Date offering commenced: 12/12/05

10.Commission, spread or profit:  1.75%

11.Fund: Seix High Yield Bond Fund

12.Have the following conditions been satisfied:
					Yes:	 No:

a. Registered Public Offerings:  The securities are a part of
an issue
registered under the Securities Act of 1933, which is being
offered to
the public:  Yes


b. Municipal Securities:  The securities (i) are "municipal
securities" as
defined in Section 3(a)(29) of the Securities Exchange Act
of 1934; (ii) the
issuer of such securities has received an investment grade
rating from a
nationally recognized statistical rating organization; and
(iii) if the issuer
or entity supplying the revenues from which the issue is to
be paid has been
in continuous operation for less than three years (including
the operations of
any predecessors), it has received one of the three highest
ratings from at
least one such rating service.  No


c. Foreign Offerings:  The securities are offered publicly
under the laws of a
country other than the United States and (i) the offering is
subject to regulation
by a "foreign financial regulatory authority," as defined in
Section 2(a)(50) of
the 1940 Act, in the country in which the public offering
occurs; (ii) the
securities are offered at a fixed price to all purchasers in
the offering
(except for any rights to purchase securities that are required
by law to be
granted to existing security holders of the issuer); (iii)
inancial statements,
prepared and audited in accordance with standards required or
permitted by the
appropriate foreign financial regulatory authority in the
country in which the
public offering occurs, for the two years prior to the offering,
 are available
to the public and prospective purchasers in connection with the
 offering; and
(iv) if the issuer is a Domestic Issuer (a) it has a class of
 securities
registered pursuant to section 12(b) or 12(g) of the 1934 Act
 or is required to
file reports pursuant to section 15(d) of the 1934 Act; and
(b) it has filed all
the material required to be filed pursuant to section 13(a)
or 15(d) of the 1934
Act for a period of at least twelve months immediately
preceding the sale of such
securities (or for such shorter period that the issuer was
required to file such
material).  No


d. Rule 144A Offerings:  The securities are (i) offered or
sold in transactions
exempt from registration under section 4(2) of the 1934 Act,
Rule 144A thereunder,
or Rules 501- 508 thereunder; (ii) the securities are sold to
qualified
institutional buyers, as defined in Rule 144(a)(1); and (iii)
the securities are
eligible for resale to other qualified institutional buyers
pursuant to Rule 144A.
No


e. In respect of any securities other than municipal securities,
the issuer of
such securities has been in continuous operation for not
less than three years
(including the operations of predecessors).  Yes


f. The securities were purchased prior to the end of the
first day on which any
sales were made, at a price that was not more than the
price paid by each other
purchaser of securities in that offering or in any
concurrent offering of the
securities (except, in the case of an Eligible Foreign
Offering, for any rights
to purchase that are required by law to be granted to
existing security holders
of the issuer), provided, however, that if the securities
were offered for
subscription upon exercise of rights, the securities
were purchased on or before
the fourth day preceding the day on which the rights
offering terminated.  Yes


g. The underwriting was a firm commitment underwriting.  Yes


h. The commission, spread or profit was reasonable and fair in
relation to that
being received by others for underwriting similar securities
during the same
period.  Yes


i. The amount of such securities of any class of such issue
purchased by all of
the Portfolios and investment companies advised by the Adviser
did not exceed 25%
of the principal amount of the offering of such class or if
purchased in a Rule
144A Offering, 25% of the total of (i) the principal amount
of the offering of
such class sold by underwriters or members of the selling
syndicate to qualified
institutional buyers as defined in Rule 144A(a)(1) plus
(ii) the principal amount
of the offering of such class in any concurrent public
offering.  Yes


j. No Affiliated Broker Dealer (i) benefited directly or
indirectly from, the
purchase; or (ii) in respect to the purchase of Eligible
Municipal Securities,
such purchase is not designated as a group sale or otherwise
allocated to the
account of any person from whom paragraph (8) of the Rule
10f-3 Procedures prohibits
the purchase. Please provide written documentation from the
lead underwriter to
ensure compliance to this requirement.  Yes

k. The security was purchased prior to the end of the first
day on which any
sales are made at a price that is not more than the price
paid by each other
purchaser of securities in that or any concurrent offering
(except for rights to
existing shareholders in an Eligible Foreign Offering) or,
in the case of rights,
before the fourth day preceding the day the rights offering
terminates.  Yes


Portfolio Manager Authorization: ____________________________
Date: ____________________

EX-99

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders
of STI Classic Funds:

In planning and performing our audit of the financial statements
of STI Classic Funds (the Trust) as of and for the year ended
March 31, 2006, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), we considered the
Trusts internal control over financial reporting, including
control
activities for safeguarding securities, as a basis for designing
our
auditing procedures for the purpose of expressing our opinion
on the
financial statements and to comply with the requirements of Form
N-SAR, but not for the purpose of expressing an opinion on the
effectiveness of the Trusts internal control over financial
reporting.
Accordingly, we express no such opinion.The management of the
Trust
is responsible for establishing and maintaining effective
internal
control over financial reporting.  In fulfilling this responsibility,
estimates and judgments by management are required to assess
the
expected benefits and related costs of controls.  A trusts
internal
control over financial reporting is a process designed to
provide
reasonable assurance regarding the reliability of financial
reporting
and the preparation of financial statements for external
purposes in
accordance with generally accepted accounting principles.  Such
internal control over financial reporting includes policies and
procedures that provide reasonable assurance regarding
prevention or
timely detection of unauthorized acquisition, use or disposition of
a trusts assets that could have a material effect on the
financial statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.  Also,
projections
of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

A control deficiency exists when the design or operation of a
control
does not allow management or employees, in the normal course of
performing their assigned functions, to prevent or detect
misstatements
on a timely basis. A significant deficiency is a control
deficiency,
or combination of control deficiencies, that adversely affects the
trusts ability to initiate, authorize, record, process or
report
external financial data reliably in accordance with generally
accepted
accounting principles such that there is more than a remote l
ikelihood
that a misstatement of the trusts annual or interim financial
statements that is more than inconsequential will not be prevented or
detected.  A material weakness is a control deficiency, or
combination
of control deficiencies, that results in more than a remote
likelihood
that a material misstatement of the annual or interim financial
statements will not be prevented or detected.

Our consideration of the Trusts internal control over financial
reporting was for the limited purpose described in the first
paragraph
and would not necessarily disclose all deficiencies in internal
control over financial reporting that might be significant
deficiencies
or material weaknesses under standards established by the Public
Company Accounting Oversight Board (United States).  However,
we noted
the following deficiency in the Trusts internal control over
financial
reporting and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses as defined
above
as of March 31, 2006.

The Trust did not maintain effective controls over the accuracy
of
certain financial highlight data in the Trusts annual report.
Specifically, the Trust did not maintain controls to ensure that
data
reported from the investment system was accurately transferred to
the
financial statements.  This control deficiency resulted in audit
adjustments to the March 31, 2006 financial statements on four
portfolios of the Trust.  Further, this control deficiency could
result
in a misstatement to total return that would result in a
material
misstatement of the Trusts financial statements that would not
be
prevented or detected.

This report is intended solely for the information and use of
management and the Board of Trustees of STI Classic Funds and
the
Securities and Exchange Commission and is not intended to be
and
should not be used by anyone other than these specified
parties.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
May 25, 2006