Exhibit (h)(3)
EXECUTABLE COPY
AMENDMENT TO
MASTER SERVICES AGREEMENT
This Amendment, dated as of November 18, 2005 and effective as of August
19, 2005 (the "Amendment"), amends the Master Services Agreement dated as of
July 16, 2004 (as amended to date, the "Agreement") between STI Classic Variable
Trust (the "Trust") and BISYS Fund Services Ohio, Inc. ("BISYS").
WHEREAS, pursuant to the Agreement, BISYS performs certain services for the
Funds;
WHEREAS, the parties wish to modify the Agreement as 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. Shareholder Services.
Effective as of August 19, 2005 Schedule D to the Agreement is hereby
amended by adding the following text:
"BISYS will provide the services set forth on this Schedule D for all
STI Classic Variable Fund shareholders. The value of such services is
expected to be approximately $275,000 annually."
2. Fee Waivers; Legal Expenses; FRC Research Services.
Effective as of August 19, 2005 Schedule E to the Agreement is hereby
amended by inserting the following provisions:
"BISYS will annually waive a portion of the asset-based fees set forth
on this Schedule E. Such waiver is expected to total approximately
$150,000 to $300,000 annually."
"BISYS will pay certain amounts annually, as determined by the
parties, with respect to legal expenses payable by the Trust, or the
Trust's investment adviser for the benefit of the Trust, associated
with fund administration matters such as mergers and acquisitions,
proxy statements, exemptive relief, contract review, and preparation
of filings and prospectuses with respect to the Trust. Such amounts
are expected to total approximately $250,000 to $350,000 annually."
"BISYS will provide to the Trust the following publications of
Financial Research Corporation:
Monitor, Mkt. Analyst, Sales Review
MF Views, Focus, Vision
Sub-Advis. Views, Focus, Vision
SMA/Alt. Views, Focus, Vision
Retirement Views, Focus, Vision
Va Views, Focus, Vision
The value of such publications is expected to total approximately
$75,000 annually."
3. AccessData Agreement.
BISYS or one of its affiliates will enter into an agreement with
AccessData and the Trust's investment adviser pursuant to which BISYS or such
affiliate will agree to pay certain amounts for software and related services
for the benefit of the Trust.
4. Miscellaneous.
(a) Capitalized terms used but not defined in this Amendment have the
respective meanings ascribed to them in the Agreement.
(b) This Amendment supersedes all prior negotiations, understandings
and Agreement with respect to the subject matter covered in this Amendment,
whether written or oral.
(c) Except as expressly set forth in this Amendment, the Agreement
remain unchanged and in full force and effect.
(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.
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IN WITNESS WHEREOF, a duly authorized officer of each party has signed this
Amendment as of the date set forth above.
BISYS Fund Services Ohio, Inc.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: President
STI Classic Variable Trust
By: /s/ Xxxxxxx Xxxx
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Name:
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Title:
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