FORM OF AMENDMENT TO MASTER SERVICES AGREEMENT
Exhibit (h)(7)
FORM
OF AMENDMENT TO
MASTER SERVICES AGREEMENT
MASTER SERVICES AGREEMENT
This Amendment, dated as of May ___, 2007 (the “Amendment”), amends the Master Services
Agreement between STI Classic Funds, a Massachusetts business trust (the “Trust”), and BISYS
Fund Services Ohio, Inc., an Ohio corporation (“BISYS”), dated July 16, 2004, which was amended
by an amendment dated November 18, 2005 (as amended and in effect as of the date hereof, the
“Agreement”). All capitalized terms used but not defined herein shall have the meanings given
to them in the Agreement.
WHEREAS, the Trust has requested that BISYS provide to the Trust certain services related to
the Mutual Fund Profile II database of the National Securities Clearing Corporation;
WHEREAS,
BISYS has agreed to provide such services on the terms and conditions set forth below;
NOW THEREFORE, BISYS and the Trust, in exchange for good and valuable consideration, the
receipt and sufficiency of which is acknowledged by the parties, agree as follows:
1. Amendments.
(a) Schedule D of the Agreement is hereby amended by the addition of the following
provision:
“Profile II Services.
BISYS will populate the Mutual Fund Profile II database (“Profile II”) of the
National Securities Clearing Corporation (“NSCC”) as required by the NSCC as of the
date of this Amendment.
In the event that, during the term of this Agreement, the NSCC modifies its
requirements with respect to the type of data that is required to populate Profile II,
then BISYS agrees to be responsible to populate Profile II with such modified types of
data, provided that doing so will not increase the burden (including, without
limitation, cost or risk) to BISYS, as reasonably determined by BISYS, subject to
BISYS’ receipt of advance written notice of such modified requirements, and further
subject to BISYS’ timetable for the implementation of such changes, and the Trust’s
agreement to reimburse BISYS for any costs of implementation. BISYS will consider
such changes in good faith and will use reasonable good faith efforts to inform the
Trust of the changes that would be necessary, as well as the estimated costs and
estimated implementation timetable.
BISYS will obtain the information from BISYS’ internal records, Fund prospectuses
and other Fund documents, and third parties that provide services to the Funds or to
BISYS. BISYS will use all commercially reasonable efforts to ensure that such
information is accurate and updated on a timely basis. Notwithstanding any provision
of this Agreement to the contrary, BISYS’ aggregate liability for any and all claims
with
respect to the Profile II services described above will be limited to the amount of
actual monetary damages sustained by the Trust not to exceed the amount of fees paid
to BISYS by the Trust for the Profile II services during the 12 months immediately
preceding the date on which BISYS receives written notice of the first damages claim
related to the Profile II services.”
(b) Schedule E of the Agreement is hereby amended by adding the following provision
immediately before the paragraph under the heading “CPI Adjustment”:
“Profile II Fees:
$56 per CUSIP per month plus
Reimbursement of NSCC charges Depository Trust & Clearing Corporation charges and
other out-of-pocket expenses incurred by BISYS in performing the Profile II services
set forth in this Agreement.”
2. Representations and Warranties
(a) The Trust represents (i) that it has full power and authority to enter into and perform
this Amendment (ii) that this Amendment, and all information relating thereto has been presented to
and reviewed by the Board of Trustees of the Trust (the “Board”), and (iii) that the Board has
approved this Amendment.
(b) BISYS represents that it has full power and authority to enter into and perform this
Amendment.
3. Miscellaneous.
(a) This Amendment supplements and amends the Agreement. The provisions set forth in this
Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject
matter covered herein, including any conflicting provisions of the Agreement or any provisions of
the Agreement that directly cover or indirectly bear upon matters covered under this Amendment.
(b) Each reference to the Agreement in the Agreement (as it existed prior to this Amendment)
and in every other agreement, contract or instrument to which the parties are bound, shall
hereafter be construed as a reference to the Agreement as amended by this Amendment. Except as
provided in this Amendment, the provisions of the Agreement remain in full force and effect. No
amendment or modification to this Amendment shall be valid unless made in writing and executed by
both parties hereto.
(c) Paragraph headings in this Amendment are included for convenience only and are not to be
used to construe or interpret this Amendment.
(d) This Amendment may be executed in counterparts, each of which shall be an original but all
of which, taken together, shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed all as
of the day and year first above written.
STI CLASSIC FUNDS | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||
BISYS FUND SERVICES OHIO, INC. | ||||||
By: | ||||||
Name: | ||||||
Title: | ||||||