EXHIBIT (h)(3)
STI CLASSIC FUNDS
SHAREHOLDER SERVICE PLAN AND AGREEMENT
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 consists of
a number of separately managed funds. The Trust desires to retain SunTrust Bank
("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 Trust Shares ("Shares") of any fund of the
Trust listed on Schedule A to this Agreement (each a "Fund," and collectively,
the "Funds"). 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 0.40% (forty basis points) of the average net
asset value of the Shares of each Fund, in the specific amount set
forth in each Fund's prospectus and statement of additional
information, 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 shall become effective as of October 1, 2002, 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, faxed, 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: Compliance Department
One Freedom Valley Drive 50 Hurt Plaza, Suite 1400
Oaks, Pennsylvania 19456 ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
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Vice President [ILLEGIBLE]
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SCHEDULE A
Classic Institutional High Quality Bond Fund
Classic Institutional Super Short Income Plus Fund
Classic Institutional Total Return Bond Fund
Classic Institutional U.S. Government Securities Super Short Income Plus Fund
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