AMENDMENT TO MASTER SERVICES AGREEMENT
Exhibit (h) (7)
STI 6-04-07
AMENDMENT TO
MASTER SERVICES AGREEMENT
MASTER SERVICES AGREEMENT
This Amendment, dated as of May 15, 2007 (the “Amendment”), amends the Master Services
Agreement between STI Classic Funds, a Massachusetts business trust (the “Trust”), and Citi Fund
Services Ohio, Inc., formerly known as BISYS Fund Services Ohio, Inc., an Ohio corporation
(“Citi”), 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 Citi provide to the Trust certain services related to
the Mutual Fund Profile II database of the National Securities Clearing Corporation;
WHEREAS, Citi has agreed to provide such services on the terms and
conditions set forth below;
NOW THEREFORE, Citi 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.
Citi 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 Citi
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 Citi, as reasonably determined by Citi, subject to Citi’s receipt of advance
written notice of such modified requirements, and further subject to Citi’s timetable
for the implementation of such changes, and the Trust’s agreement to reimburse Citi for
any costs of implementation. Citi 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.
Citi will obtain the information from Citi’s internal records, Fund prospectuses and
other Fund documents, and third parties that provide services to the Funds or to Citi.
Citi 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, Citi’s 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 Citi by the Trust
for the Profile II services during the 12 months immediately
STI 6-04-07
preceding the date on which
Citi 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 Citi 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) Cit 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.
STI 6-04-07
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: /s/ Xxxxx Xxxxx | ||
| Name: Xxxxx Xxxxx | ||
| Title: President and CEO | ||
| CITI FUND SERVICES OHIO, INC. | ||
| By: /s/ Xxxx Xxxxxxx | ||
| Name: Xxxx Xxxxxxx | ||
| Title: President |
