STI CLASSIC FUNDS
SHAREHOLDER SERVICE PLAN AND AGREEMENT
TRUST SHARES
STI Classic Funds (the "Trust") is an open-end investment company registered
under the Investment Company Act of 1940, as amended, and currently consists of
a number of separately managed funds. The Trust desires to retain SunTrust Bank
("SunTrust"), to itself provide, or to compensate service providers who
themselves provide, the services described herein to clients (the "Clients") who
from time to time beneficially own Trust Shares ("Shares") of any fund of the
Trust listed on Schedule A to this Agreement (each a "Fund," and collectively,
the "Funds"). SunTrust is willing to itself provide, or to compensate service
providers for providing, such shareholder services in accordance with the terms
and conditions of this Agreement.
Section 1. SunTrust will provide, or will enter into written
agreements in the form attached hereto with service providers
pursuant to which the service providers will provide, one or
more of the following shareholder services to Clients who may
from time to time beneficially own Shares:
(i) maintaining accounts relating to Clients that invest
in Shares;
(ii) providing information periodically to Clients showing
their positions in Shares;
(iii) arranging for bank wires;
(iv) responding to Client inquiries relating to the
services performed by SunTrust or any service
provider;
(v) responding to inquiries from Clients concerning their
investments in Shares;
(vi) forwarding shareholder communications from the Trust
(such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend,
distribution and tax notices) to Clients;
(vii) processing purchase, exchange and redemption requests
from Clients and placing such orders with the Trust
or its service providers;
(viii) assisting Clients in changing dividend options,
account designations, and addresses;
(ix) providing subaccounting services with respect to
Shares beneficially owned by Clients;
(x) processing dividend payments from the Trust on behalf
of Clients; and
(xi) providing such other similar services as the Trust
may reasonably request to the extent that SunTrust
and/or the service provider is permitted to do so
under applicable laws or regulations.
Section 2. SunTrust will provide all office space and equipment,
telephone facilities and personnel (which may be part of the
space, equipment and facilities currently used in SunTrust's
business, or any personnel employed by SunTrust) as may be
reasonably necessary or beneficial in order to fulfill its
responsibilities under this Agreement.
Section 3. Neither SunTrust nor any of its officers, employees, or
agents is authorized to make any representations concerning
the Trust or the Shares except those contained in the Trust's
then-current prospectus or Statement of Additional Information
for the Shares, copies of which will be supplied to SunTrust,
or in such supplemental literature or advertising as may be
authorized in writing.
Section 4. For purposes of this Agreement, SunTrust and each service
provider will be deemed to be independent contractors, and
will have no authority to act as agent for the Trust in any
matter or in any respect. By its written acceptance of this
Agreement, SunTrust agrees to and does release, indemnify, and
hold the Trust harmless from and against any and all direct or
indirect liabilities or losses resulting from requests,
directions, actions, or inactions of or by SunTrust or its
officers, employees, or agents regarding SunTrust's
responsibilities under this Agreement, the provision of the
aforementioned services to Clients by SunTrust or any service
provider, or the purchase, redemption, transfer, or
registration of Shares (or orders relating to the same) by or
on behalf of Clients. SunTrust and its officers and employees
will, upon request, be available during normal business hours
to consult with representatives of the Trust or its designees
concerning the performance of SunTrust's responsibilities
under this Agreement.
Section 5. In consideration of the services and facilities to be
provided by SunTrust or any service provider, each Fund that
has issued Shares will pay to SunTrust a fee, as agreed from
time to time, at an annual rate of up to 0.40% (forty basis
points) of the average net asset value of the Shares of each
Fund, in the specific amount set forth in each Fund's
prospectus and statement of additional information, which fee
will be computed daily and paid monthly. The Trust may, in its
discretion and without notice, suspend or withdraw the sale of
Shares of any Fund, including the sale of Shares to any
service provider for the account of any Client or Clients.
SunTrust may waive all or any portion of its fee from time to
time.
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Section 6. The Trust may enter into other similar servicing agreements
with any other person or persons without SunTrust's consent.
Section 7. By its written acceptance of this Agreement, SunTrust
represents, warrants, and agrees that the services provided by
SunTrust under this Agreement will in no event be primarily
intended to result in the sale of Shares.
Section 8. This Agreement shall become effective as of October 1,
2002, and shall continue until terminated by either party.
This Agreement is terminable with respect to the Shares of any
Fund, without penalty, at any time by the Trust or by SunTrust
upon written notice to the Trust.
Section 9. All notices and other communications to either the Trust or
to SunTrust will be duly given if mailed, faxed, or
transmitted by similar communications device to the
appropriate address stated herein, or to such other address as
either party shall so provide the other.
Section 10. This Agreement will be construed in accordance with the
laws of the Commonwealth of Massachusetts and may not be
"assigned" by either party thereto as that term is defined in
the Investment Company Act of 1940.
Section 11. References to the "STI Classic Funds," the "Trust," and the
"Trustees" of the Trust refer respectively to the Trust
created and the Trustees as trustees, but not individually or
personally, acting from time to time under the Declaration of
Trust of the Trust dated January 15, 1992, a copy of which is
on file with the Secretary of State of the Commonwealth of
Massachusetts and at the Trust's principal office. The
obligations of the Trust entered into in the name or on behalf
thereof by any of the Trustees, officers, representatives, or
agents are made not individually, but in such capacities, and
are not binding upon any of the Trustees, shareholders,
officers, representatives, or agents of the Trust personally.
Further, any obligations of the Trust with respect to any one
Fund shall not be binding upon any other Fund.
By their signatures, the Trust and SunTrust agree to the terms of this
Agreement.
STI CLASSIC FUNDS SUNTRUST BANK
Attn: Legal Department Attn: Xxxx Xxxxxxxxxxx
One Freedom Valley Drive 50 Hurt Plaza, Suite 1400
Oaks, Pennsylvania 19456 Xxxxxxx, XX 00000
By: By:
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Schedule A
Classic Institutional High Quality Bond Fund
Classic Institutional Super Short Income Plus Fund
Classic Institutional Total Return Bond Fund
Classic Institutional U.S. Government Securities Super Short Income Plus Fund
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