SHAREHOLDER SERVICE PLAN AND AGREEMENT
STI Classic Funds
Corporate 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
consisting of a number of separately managed portfolios (each a "Fund," and
collectively, the "Funds"). The Trust desires to retain SunTrust Securities,
Inc. ("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 Corporate Trust shares ("Shares") of any Fund
of the Trust. 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 0.25% (twenty-five basis points) of the
average net asset value of the Shares of each Fund, 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.
Section 6. The Trust may enter into other similar servicing agreements with
any other person or persons without SunTrust's consent.
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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 will become effective on the date a fully executed
copy of this Agreement is received by the Trust or its designee
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, telegraphed, telefaxed, 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 X. Xxxx
One Freedom Valley Drive 000 X. Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxx, Xxxxxxxxxxxx 00000 Xxxxxxx, Xxxxxxx 00000
By: /s/ [ILLEGIBLE SIGNATURE] By: /s/ [ILLEGIBLE SIGNATURE]
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Dated: 6/1/99 Dated: 6/1/99
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