EXHIBIT (h)(3)
AMENDMENT TO MASTER SERVICES AGREEMENT
AMENDMENT made this 5th day of November 2004, between BISYS FUND SERVICES
OHIO, INC. ("BISYS"), an Ohio corporation having its principal place of business
at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000; and STI CLASSIC FUNDS (the "Trust")
a Massachusetts business trust, c/o Trusco Capital Management, Inc., 00 Xxxx
Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000.
WHEREAS, the Trust and BISYS entered into a Master Services Agreement
dated as of the 16th day of July, 2004 (as amended to date, the "Agreement"),
pursuant to which BISYS performs fund accounting services for each Fund of the
Trust; and
WHEREAS, the Trust desires that BISYS provide certain services in
connection with the valuation of securities held in each Fund's portfolio, and
BISYS is willing to provide the services set forth in this Amendment on the
terms set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter contained, the Trust and BISYS hereby agree as follows:
1. SERVICES AS FUND ACCOUNTANT.
(a) The Trust has elected to apply Valuation Procedures that involve
pricing information from Fair Value Information Vendors, for the Funds set forth
on Schedule, or such other Funds as may be designated in writing from time to
time. For those Funds, BISYS will apply securities pricing information as
required or authorized under the terms of the Valuation Procedures, including
fair value pricing information or adjustment factors from Fair Value Information
Vendors with respect to securities for which market quotations are not readily
available, for which a significant event has occurred following the close of the
relevant market but prior to the Fund's pricing time, or which are otherwise
required.
(b) Consistent with the terms of the Agreement, in connection with the
services provided in 1(a) above, BISYS will keep and maintain the books and
records that are required to be kept and maintained under Rule 31a-1 or other
applicable regulations under the 1940 Act, including those pertaining to (i)
fair value prices and/or adjustment factors provided by Fair Value Information
Vendors, and (ii) market prices for securities that are valued using fair value
information provided by Fair Value Information Vendors.
2. COMPENSATION AND EXPENSES.
(a)As compensation for the services set forth in Section 1 above and under items
(b)(1), (2) and (3) of Schedule C to the Agreement that relate to the use of
Fair Value Information Vendors ("Fair Value Support Services"), the Trust shall
pay to BISYS the additional compensation set forth on Schedule B to this
Amendment. The Trust shall pay the annual servicing fee for each Fund that the
Trust designates as being subject to fair value determinations and for which
Fair Value Support Services are to be provided by BISYS hereunder. The
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Compensation set forth under this Amendment is payable in addition to the
compensation otherwise payable under the Agreement.
(b)The Trust shall also reimburse BISYS for the actual costs incurred by
BISYS to Fair Value Information Vendors in accordance with Section 4(c)(ii) of
the Agreement.
3.INSTRUCTIONS AND COMPLIANCE.
The Trust retains its overall responsibilities to (i) adopt policies and
procedures to monitoring for circumstances that may necessitate the use of fair
value prices, (ii) establish criteria for determining when market quotations are
no longer reliable for a particular portfolio security, (iii) determine a
methodology or methodologies by which the Trust determines the current fair
value of the portfolio security, and (iv) regularly review the appropriateness
and accuracy of the method used in valuing securities and make any necessary
adjustments.
4.INFORMATION TO BE FURNISHED BY THE TRUST
The Trust has approved, or shall approve, each independent pricing vendor
and Fair Value Information Vendor to be used by BISYS in rendering fund
accounting services, including Fair Value Support Services hereunder.
The Trust has furnished BISYS with a copy of the Trust's Valuation
Procedures and any related policies or procedures applicable to the services
hereunder, and BISYS agrees to render its services hereunder in a manner
consistent with the Valuation Procedures and such related policies or
procedures. The Trust will submit any material amendments to its Valuation
Procedures and such related policies or procedures to BISYS for BISYS' review,
and any amendment that would have a material impact upon the services to be
rendered by BISYS or the responsibilities of BISYS shall be subject to approval
by BISYS in good faith, including but not limited to the designation of any
additional Fair Value Information Vendor.
5.MISCELLANEOUS
(a)Capitalized terms used but not defined in this Amendment have the
respective meanings ascribed to them in the Agreement.
(b)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.
(c)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 (including,
without limitation, the term of the Agreement). No amendment or modification to
this Amendment shall be valid unless made in writing and executed by both
parties hereto.
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(d)Paragraph headings in this Amendment are included for convenience only
and are not to be used to construe or interpret this Amendment.
(e)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: /s/ Xxxxxxx Xxxx
-----------------------------
Name: Xxxxxxx Xxxx
Title: Executive Vice President/Chief
Compliance Officer
BISYS FUND SERVICES OHIO, INC.
By: /s/ Xxxx Xxxxxxx
-----------------------------
Name: Xxxx Xxxxxxx
Title: President
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SCHEDULE A
TO THE AMENDMENT TO
FUND ACCOUNTING AGREEMENT
BETWEEN STI CLASSIC FUNDS
AND BISYS FUND SERVICES OHIO, INC.
FUNDS
International Equity Fund
International Equity Index Fund
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SCHEDULE B
TO THE AMENDMENT TO
FUND ACCOUNTING AGREEMENT
BETWEEN STI CLASSIC FUNDS
AND BISYS FUND SERVICES OHIO, INC.
FEES
ADDITIONAL SERVICE FEES
One-time Development Fee, due upon the
execution of this Amendment: $30,000
(The Development Fee is the total amount for the fund complex. For these
purposes, the fund complex includes the funds of the STI Classic Variable
Trust.)
Annual Fee for services provided by BISYS under this Amendment:
For each Fund with less than 200 securities $5,000
For each Funds with at least 200 securities $7,500
(The Annual Fee is to be billed in equal monthly installments in respect of each
Fund that the Trust designates as being subject to fair value determinations and
for which services are to be provided by BISYS hereunder.)
OUT-OF-POCKET EXPENSES AND MISCELLANEOUS CHARGES
In addition to the above fees, BISYS shall be entitled to receive payment for
out-of-pocket expenses and miscellaneous charges, as set forth in Section 2(b)
of this Amendment. This includes the actual costs charged by Fair Value
Information Vendors with respect to the provision of fair value pricing
information to BISYS for use in valuing the portfolio holdings of a specific
Fund or Funds. IDC currently charges $10,000 per Fund or $15,000 per Fund if the
Fund has more than 200 securities.
CPI ESCALATION
The fixed fees and other fees expressed as stated dollar amounts in this
schedule and in the Agreement shall be increased annually commencing on the
one-year anniversary date of the Effective Date by the percentage increase since
the Effective Date in consumer prices for services as measured by the United
States Consumer Price Index entitled "All Services Less Rent of Shelter" or a
similar index should such index no longer be published.
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