Ex-99.E
EXECUTION COPY
DISTRIBUTION AGREEMENT
AGREEMENT made this as of the 26th day of July, 2004, between STI CLASSIC
FUNDS (the "Trust"), a Massachusetts business trust having its principal place
of business at ▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and BISYS FUND
SERVICES LIMITED PARTNERSHIP ("Distributor"), having an office at ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, the Trust is an open-end management investment company, organized
as a Massachusetts business trust and registered with the Securities and
Exchange Commission (the "Commission") under the Investment Company Act of 1940,
as amended (the "1940 Act");
WHEREAS, Distributor is registered with the Commission as a broker-dealer
under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a
member of the National Association of Securities Dealers, Inc. ("NASD"); and
WHEREAS, it is intended that Distributor act as the distributor of the
units of beneficial interest ("Shares") of each series of the Trust, as listed
on Schedule A, and such series as are hereafter created (all of the foregoing
series individually referred to herein as a "Fund" and collectively as the
"Funds").
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein set forth, the parties agree as follows:
1. Services as Distributor.
1.1 Distributor will act as agent of Trust on behalf of each Fund for
the distribution of the Shares covered by the registration statement of Trust
then in effect under the Securities Act of 1933, as amended (the "Securities
Act") and the 1940 Act. As used in this Agreement, the term "registration
statement" shall mean the registration statement of the Trust and any amendments
thereto, then in effect, including Parts A (the Prospectus), B (the Statement of
Additional Information) and C of each registration statement, as filed on Form
N-1A, or any successor thereto, with the Commission, together with any
amendments thereto. The term "Prospectus" shall mean the then-current form of
Prospectus and statement of additional information used by the Funds, in
accordance with the rules of the Commission, for delivery to shareholders and
prospective shareholders after the effective dates of the above-referenced
registration statements together with any amendments and supplements thereto.
1.2 Distributor may solicit orders for the sale of the Shares and will
undertake such advertising and promotion as it believes reasonable in connection
with such solicitation. The Trust understands that Distributor is now and may in
the future be the distributor of the shares of many other investment companies
or series, including investment companies having investment objectives similar
to those of the Trust. The Trust further understands that investors and
potential investors in the Trust may invest in
1
EXECUTION COPY
shares of such other investment companies. The Trust agrees that Distributor's
duties to such other investment companies shall not be deemed in conflict with
its duties to the Trust under this Section 1.2.
1.3 Distributor shall engage in such activities as it deems appropriate
in connection with the promotion and sale of the Shares, which may include
advertising, compensation of underwriters, dealers and sales personnel, the
printing and mailing of Prospectuses to prospective investors other than current
shareholders, and the printing and mailing of sales literature. Distributor may
enter into dealer agreements and other selling agreements with broker-dealers
and other intermediaries.
1.4 In its capacity as distributor of the Shares, all activities of the
Distributor and its partners, agents, and employees shall comply with all
applicable laws, rules and regulations, including, without limitation, the 1940
Act, all applicable rules and regulations promulgated by the Commission
thereunder, all applicable rules and regulations adopted by any securities
association registered under the Securities Exchange Act of 1934, and the laws
governing the sale of securities in the various states.
1.5 Distributor will transmit any orders received by it for purchase or
redemption of the Shares to the transfer agent for the Funds, and may instruct
dealers and other intermediaries to transmit orders directly to the transfer
agent.
1.6 Whenever in their judgment such action is warranted by unusual
market, economic or political conditions or by abnormal circumstance of any
kind, the Trust's officers may upon reasonable notice instruct the Distributor
to decline to accept any orders for or make any sales of the Shares until such
time as those officers deem it advisable to accept such orders and to make such
sales.
1.7 The Trust agrees to inform the Distributor from time to time of the
states in which the Fund or its administrator has registered or otherwise
qualified shares for sale, and the Trust agrees at its own expense to execute
any and all documents and to furnish any and all information and otherwise to
take all actions that may be reasonably necessary in connection with the
qualification of the Shares for sale in such states as Distributor may
designate.
1.8 The Trust shall furnish from time to time, for use in connection
with the sale of the Shares, such supplemental information with respect to the
Funds and the Shares as Distributor may reasonably request; and the Trust
warrants that the statements contained in any such supplemental information
fairly show or represent what they purport to show or represent. The Trust shall
also furnish Distributor upon request with: (a) unaudited semi-annual statements
of the Funds' books and accounts prepared by the Trust, (b) a monthly itemized
list of the securities in the Funds, (c) monthly balance sheets as soon as
practicable after the end of each month, and (d) from time to time such
additional information regarding the financial condition of the Funds as
Distributor may reasonably request. Distributor is not authorized by the Trust
to give any information or to make any representations other than those
contained in the Prospectus or in shareholder reports or other material that may
be prepared by or on behalf of the Trust for the Distributor's use.
2
EXECUTION COPY
1.9 The Trust represents and warrants to Distributor that all
registration statements, and each Prospectus, filed by the Trust with the
Commission under the Securities Act and the 1940 Act shall be prepared in
conformity with requirements of said Acts and rules and regulations of the
Commission thereunder. The registration statement and Prospectus shall contain
all statements required to be stated therein in conformity with said Acts and
the rules and regulations of the Commission thereunder, and all statements of
fact contained in any such registration statement and Prospectus are true and
correct in all material respects. Furthermore, neither any registration
statement nor any Prospectus includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading to a purchaser of the Shares. The
foregoing representations and warranties shall continue throughout the term of
this Agreement and be deemed to be of a continuing nature, applicable to all
Shares distributed hereunder. The Trust may, but shall not be obligated to,
propose from time to time such amendment or amendments to any registration
statement and such supplement or supplements to any Prospectus as, in the light
of future developments, may, in the opinion of the Trust's counsel, be necessary
or advisable. If the Trust shall not propose any amendment or amendments and/or
supplement or supplements within fifteen days after receipt by the Trust of a
written request from Distributor to do so, Distributor may, at its option,
terminate this Agreement. In such case, the Distributor will be held harmless
from, and indemnified by Trust for, any liability or loss resulting from the
failure to implement such amendment. The Trust shall not file any amendment to
any registration statement or supplement to any Prospectus without giving
Distributor reasonable notice thereof in advance; provided, however, that
nothing contained in this Agreement shall in any way limit the Trust's right to
file at any time such amendments to any registration statement and/or
supplements to any Prospectus, of whatever character, as the Trust may deem
advisable, such right being in all respects absolute and unconditional.
1.10 The Trust may use, or may request Distributor to use, an electronic
processing system over the internet in which electronically transmitted orders
are forwarded electronically for processing under circumstances in which
Distributor will not review the orders. Under such circumstances, the Trust
acknowledges and agrees that it will independently determine that any third
party used by the Trust to process orders is a satisfactory service provider and
that the Distributor's review will not be necessary.
1.11 The Trust authorizes the Distributor and dealers to use any
Prospectus in the form furnished by the Trust from time to time in connection
with the sale of the Shares.
1.12 The Distributor shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust in connection with the
matters to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the Distributor's part in the
performance of its duties, from reckless disregard by the Distributor of its
obligations and duties under this Agreement, or from the Distributor's failure
to comply with laws, rules and regulations applicable to it in connection with
its distribution of the Shares. The Trust agrees to indemnify, defend and hold
harmless the Distributor, its several officers and employees, and any person who
3
EXECUTION COPY
controls the Distributor within the meaning of Section 15 of the Securities Act,
from and against any and all claims, demands, liabilities and expenses
(including the reasonable cost of investigating or defending such claims,
demands or liabilities and any reasonable counsel fees incurred in connection
therewith) which the Distributor, its officers and employees, or any such
controlling person, may incur (a) as the result of acting as distributor of the
Funds and entering into selling agreements, shareholder servicing agreements or
similar agreements with financial intermediaries on behalf of the Trust; (b)
under the Securities Act or under common law or otherwise, arising out of or
based upon (i) any untrue statement, or alleged untrue statement, of a material
fact contained in any registration statement or any Prospectus, (ii) any
omission, or alleged omission, to state a material fact required to be stated in
any registration statement or any Prospectus or necessary to make the statements
therein not misleading or (iii) any Trust-related advertisement or sales
literature, or other materials distributed to the public that contains any
untrue statement, or alleged untrue statement, of a material fact, or any
omission, or alleged omission, to state a material fact required to be stated
therein to make the statements therein not misleading, notwithstanding the
exercise of reasonable care in the preparation or review thereof by the
Distributor; or (c) arising out of or based upon the electronic processing of
orders over the internet at the Trust's request; provided, however, that the
Trust's agreement to indemnify the Distributor, its officers or employees, and
any such controlling person shall not be construed to cover any claims, demands,
liabilities or expenses arising out of or based upon (a) any untrue statements,
or alleged untrue statement, as are contained in any registration statement,
Prospectus, or Trust-related advertisement or sales literature, or other
materials distributed to the public, or any omission to state a material fact
required to be stated in such materials that would be necessary to make the
information therein not misleading to the extent that such untrue statement,
alleged untrue statement, or omission was made in reliance upon, and in
conformity with, information furnished in writing to the Trust by or on behalf
of the Distributor provided the Distributor has reviewed any such registration
statement, Prospectus, advertisement or sales literature, or other material
prior to its use, or (b) the willful misfeasance, bad faith or gross negligence
of the Distributor in the performance of its duties or the Distributor's
reckless disregard of its obligations and duties under this Agreement.
In the event of a formal legal action against the Distributor, its
officers or employees, or any such controlling person, the Distributor shall
provide the Trust with written notice of the action, identifying the persons
against whom such action is brought, promptly following receipt of service of
the summons or other first legal process, and in any event within ten (10) days
of such receipt. The Trust will be entitled to assume the defense of any suit
brought to enforce any such claim, demand or liability if such defense shall be
conducted by counsel of good standing chosen by the Trust and approved by the
Distributor, which approval shall not be unreasonably withheld. In the event any
such claim, demand or liability is not heard solely on an alleged misstatement,
omission or wrongful act on the Trust's part, the Distributor shall have the
right to participate in the defense. In the event the Trust elects to assume the
defense of any such suit and retain counsel of good standing so approved by the
Distributor, the Distributor and any other defendants in such suit shall bear
the fees and expenses of any additional counsel retained by them; but in any
case where the Trust does not elect to assume the defense of any such suit or in
case the Distributor reasonably withholds approval of counsel chosen by the
4
EXECUTION COPY
Trust, the Trust will reimburse the Distributor, its officers, employees, and
controlling persons named as defendants in such suit, for the reasonable fees
and expenses of any counsel retained by them to the extent related to a claim,
demand, liability or expense covered under this Section 1.12. The Trust's
indemnification agreement contained in this Section 1.12 shall remain operative
and in full force and effect regardless of any investigation made by or on
behalf of the Distributor, its officers and employees, or any controlling
person, and shall survive the delivery of any Shares.
1.13 The Distributor agrees to indemnify, defend and hold harmless the
Trust, its several officers and Trustees, and any person who controls the Trust
within the meaning of Section 15 of the Securities Act, from and against any and
all claims, demands, liabilities and expenses (including the reasonable costs of
investigating or defending such claims, demands or liabilities and any
reasonable counsel fees incurred in connection therewith) which the Trust, its
officers or Trustees or any such controlling person may incur (a) under the
Securities Act or under common law or otherwise, arising out of or based upon
any untrue statement, or alleged untrue statement, of a material fact contained
in any registration statement, Prospectus, or Trust-related advertisement or
sales literature, or other materials distributed to the public, or any omission
to state a material fact required to be stated in such materials that would be
necessary to make the information therein not misleading to the extent that such
untrue statement, alleged untrue statement, or omission was made in reliance
upon, and in conformity with, information furnished in writing to the Trust by
or on behalf of the Distributor provided the Distributor has reviewed any such
registration statement, Prospectus, advertisement or sales literature, or other
material prior to its use, (b) the willful misfeasance, bad faith or gross
negligence of the Distributor in the performance of its duties, or the
Distributor's reckless disregard of its obligations and duties under this
Agreement, or (c) the Distributor's failure to comply with laws applicable to it
in connection with its activities hereunder (other than in respect of
Trust-related advertisements or sales literature that fails to comply with
applicable laws notwithstanding the exercise of reasonable care in the
preparation and review thereof by the Distributor).
In the event of a formal legal action against the Trust, its officers or
Trustees, or any such controlling person, the Trust shall provide the
Distributor with written notice of the action, identifying the persons against
whom such action is brought, promptly following the receipt of service of the
summons or other first legal process, and in any event within ten (10) days of
such receipt. The Distributor will be entitled to assume the defense of any suit
brought to enforce any such claim, demand or liability if such defense shall be
conducted by counsel of good standing chosen by the Distributor and approved by
the Trust, which approval shall not be unreasonably withheld. In the event any
such claim, demand or liability is not based solely on an alleged misstatement,
omission or wrongful act on the Distributor's part, the Trust shall have the
right to participate in the defense. In the event the Distributor elects to
assume the defense of any such suit and retain counsel of good standing so
approved by the Trust, the Trust and any other defendants in such suit shall
bear the fees and expenses of any additional counsel retained by any of them;
but in any case where the Distributor does not elect to assume the defense of
any such suit or in case the Trust reasonably withholds approval of counsel
chosen by the Distributor, the Distributor will reimburse the Trust, its
officers, directors,
5
EXECUTION COPY
employees and controlling persons named as defendants in such suit, for the
reasonable fees and expenses of any counsel retained by the Trust or them to the
extent related to a claim, demand, liability or expense covered under this
Section 1.13. The Distributor's indemnification agreement contained in this
Section 1.13 shall remain operative and in full force and effect regardless of
any investigation made by or on behalf of the Trust, its officers and employees,
or any controlling person, and shall survive the delivery of any Shares.
1.14 No Shares shall be offered by either the Distributor or the Trust
under any of the provisions of this Agreement and no orders for the purchase or
sale of Shares hereunder shall be accepted by the Trust if and so long as the
effectiveness of the registration statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions of the
Securities Act or if and so long as a current Prospectus as required by Section
10(b)(2) of said Act is not on file with the Commission, provided, however, that
nothing contained in this Section 1.14 shall in any way restrict or have an
application to or bearing upon the Trust's obligation to repurchase Shares from
an Shareholder in accordance with the provisions of the Trust's Prospectus,
Agreement and Declaration of Trust, or Bylaws.
1.15 The Trust agrees to advise the Distributor as soon as reasonably
practical by a notice in writing delivered to the Distributor:
(a) of any request by the Commission for amendments to the
registration statement or Prospectus then in effect or for
additional information;
(b) in the event of the issuance by the Commission of any stop
order suspending the effectiveness of the registration
statement or Prospectus then in effect or the initiation by
service of process on the Trust or any proceeding for that
purpose;
(c) of the happening of any event that makes untrue any statement
of a material fact made in the registration statement or
Prospectus then in effect or which requires the making of a
change in such registration statement or Prospectus in order
to make the statements therein not misleading; and
(d) of any action of the Commission with respect to any amendment
to any registration statement or Prospectus which may from
time to time be filed with the Commission, which could
reasonably be expected to have a material negative impact upon
the offering of Shares.
For purposes of this section, informal requests by or acts of the Staff of
the Commission shall not be deemed actions of or requests by the Commission
unless they would reasonably be expected to have a material negative impact upon
the offering of Shares.
6
EXECUTION COPY
1.16 The Distributor agrees on behalf of itself and its officers and
employees to treat confidentiality and as proprietary information of the Trust
all records and other information relative to the Trust and its prior, present
or potential Shareholders, and not to use such records and information for any
purpose other than performance of its responsibilities and duties hereunder
except after prior notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld, but such approval shall not be
required where the Distributor may be exposed to civil or criminal liability for
failure to disclose such information, when requested to divulge such information
by duly constituted authorities, or when so requested by the Trust.
1.17 This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts.
2. Fee.
The Distributor shall receive from the Funds identified in the
Distribution Plans attached as Schedule B hereto (the "Distribution Plan Funds")
a distribution fee at the rate and upon the terms and conditions set forth in
such Plans ("Distribution Fee"). The Distribution Fee shall be accrued daily and
paid monthly, or at such time(s) as the Distributor shall reasonably request.
The services rendered by the Distributor for which the Distributor is entitled
to receive a Distribution Fee shall be deemed to have been completed at the time
of the initial sale of the Shares taken into account in computing the
Distribution Fee, and with respect to such Shares, the Distributor shall be paid
the Distribution Fee regardless of a termination of the Distributor as principal
underwriter of the Shares of the relevant Distribution Plan Funds, or any
termination of this Agreement other than a complete termination of the
Distribution Plan. Except as provided by Rule 12b-1 under the 1940 Act and the
terms of the Distribution Plan, as concerns continuation of the Plan and
termination of the Plan under certain circumstances, the relevant Fund's
obligation to pay the Distribution Fees to the Distributor, when applicable as
provided in the foregoing provisions of this Section 2, shall be absolute and
unconditional and shall not be subject to any dispute, offset, counterclaim or
defense whatsoever.
3. Sale and Payment.
3.1 Shares of a Fund may be subject to a sales load and may be subject
to the imposition of a distribution fee pursuant to the Distribution Plans
referred to above. To the extent that Shares of a Fund are sold at an offering
price which includes a sales load or subject to a contingent deferred sales load
with respect to certain redemptions (either within a single class of Shares or
pursuant to two or more classes of Shares), such Shares shall hereinafter be
referred to collectively as "Load Shares" (and in the case of Shares that are
sold with a front-end sales load, "Front-End Load Shares", or Shares that are
sold subject to a contingent deferred sales load, "CDSL Shares"). Funds that
issue Front-End Load Shares shall hereinafter be referred to collectively as
"Front-End Load Funds." Funds that issue CDSL Shares shall hereinafter be
referred to collectively as "CDSL Funds." Front-End Load Funds and CDSL Funds
may individually or collectively be referred as "Load Funds." Under this
Agreement, the following provisions shall apply with respect to the sale of, and
payment for, Load Shares.
7
EXECUTION COPY
3.2 The Distributor shall have the right to offer Load Shares at their
net asset value and to sell such Load Shares to the public against orders
therefore at the applicable public offering price, as defined in Section 4
hereof. The Distributor shall also have the right to sell Load Shares to dealers
against orders therefore at the public offering price less a concession
determined by the Distributor, which concession shall not exceed the amount of
the sales charge or underwriting discount, if any, referred to in Section 4
below.
3.3 Prior to the time of delivery of any Load Shares by a Load Fund to,
or on the order of, the Distributor, the Distributor shall pay or cause to be
paid to the Load Fund or to its order an amount in New York cleared funds equal
to the applicable net asset value of such Shares. The Distributor may retain so
much of any sales charge or underwriting discount as is not allowed by the
Distributor as a concession to dealers.
4. Public Offering Price.
The public offering price of a Load Share shall be the net asset value of
such Load Share next determined, plus any applicable sales charge, all as set
forth in the current Prospectus of the Load Fund. The net asset value of Load
Shares shall be determined in accordance with the Prospectus of the Load Fund.
5. Issuance of Shares.
The Trust reserves the right to issue, transfer or sell Load Shares at net
asset values (a) in connection with the merger or consolidation of the Trust or
the Load Fund(s) with any other investment company or the acquisition by the
Trust or the Load Fund(s) of all or substantially all of the assets or of the
outstanding Shares of any other investment company; (b) in connection with a pro
rata distribution directly to the holders of Shares in the nature of a stock
dividend or split; (c) upon the exercise of subscription rights granted to the
holders of Shares on a pro rata basis; (d) in connection with the issuance of
Load Shares pursuant to any exchange and reinvestment privileges described in
any then-current Prospectus of the Load Fund; and (e) otherwise in accordance
with any then-current Prospectus of the Load Fund.
6. Term, Duration and Termination.
This Agreement shall become effective with respect to each Fund as of the
date first written above (the "Effective Date") (or, if a particular Fund is not
in existence on such date, on the earlier of the date an amendment to Schedule A
to this Agreement relating to that Fund is executed or the Distributor begins
providing services under this Agreement with respect to such Fund) and, unless
sooner terminated as provided herein, shall continue for a two year period
following the Effective Date. Thereafter, if not terminated, this Agreement
shall continue with respect to a particular Fund automatically for successive
one-year terms, provided that such continuance is specifically approved at least
annually (a) by the vote of a majority of those members of the Trust's Board of
Trustees who are not parties to this Agreement or interested persons of any such
party, cast in person at a meeting for the purpose of voting on such approval
and (b) by the vote
8
EXECUTION COPY
of the Trust's Board of Trustees or the vote of a majority of the outstanding
voting securities of such Fund. This Agreement is terminable without penalty
with sixty days' prior written notice, by the Trust's Board of Trustees, by vote
of a majority of the outstanding voting securities of the Trust, or by the
Distributor. This Agreement will also terminate automatically (a) in the event
of its assignment or (b) if Distributor is no longer registered with the
Commission under the 1934 Act and a member of the NASD. (As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested persons" and "assignment" shall have the same meaning as ascribed to
such terms in the 1940 Act.)
7. Limitation of Liability of the Trustees and Shareholders.
It is expressly agreed that the obligations of the Trust hereunder shall
not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall bind only the trust
property of the Trust as provided in the Trust's Agreement and Declaration of
Trust. The execution and delivery of this Agreement have been authorized by the
Trustees, and this Agreement has been signed and delivered by an authorized
officer of the Trust, acting as such, and neither such authorization by the
Trustees nor such execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability on any of them
personally, but shall bind only the trust property of the Trust as provided in
the Trust's Agreement and Declaration of Trust.
8. Privacy.
Nonpublic personal financial information relating to consumers or
customers of the Funds provided by, or at the direction of, the Trust to the
Distributor, or collected or retained by the Distributor to perform its duties
as distributor, shall be considered confidential information. The Distributor
shall not disclose or otherwise use any nonpublic personal financial information
relating to present or former shareholders of the Funds other than for the
purposes for which that information was disclosed to the Distributor, including
use under an exception in Rules 14 or 15 of Securities and Exchange Commission
Regulation S-P in the ordinary course of business to carry out those purposes.
The Distributor shall have in place and maintain physical, electronic and
procedural safeguards reasonably designed to protect the security,
confidentiality and integrity of, and to prevent unauthorized access to or use
of, records and information relating to consumers of the Funds. The Trust
represents to the Distributor that it has adopted a Statement of its privacy
policies and practices as required by Securities and Exchange Commission
Regulation S-P and agrees to provide the Distributor with a copy of that
statement annually.
9. Anti-Money Laundering Compliance.
9.1 Each of Distributor and the Trust acknowledges that it is a
financial institution subject to the USA Patriot Act of 2001 and the Bank
Secrecy Act (collectively, the "AML Acts"), which require, among other things,
that financial institutions adopt
9
EXECUTION COPY
compliance programs to guard against money laundering. Each represents and
warrants to the other that it is in compliance with and will continue to comply
with the AML Acts and applicable regulations in all relevant respects. The
Distributor shall also provide written notice to each person or entity with
which it entered an agreement prior to the date hereof with respect to sale of
the Trust's Shares, such notice informing such person of anti-money laundering
compliance obligations applicable to financial institutions under applicable
laws and, consequently, under applicable contractual provisions requiring
compliance with laws.
9.2 The Distributor shall include specific contractual provisions
regarding anti-money laundering compliance obligations in agreements entered
into by the Distributor with any dealer that is authorized to effect
transactions in Shares of the Trust.
9.3 Each of Distributor and the Trust agrees that it will take such
further steps, and cooperate with the other as may be reasonably necessary, to
facilitate compliance with the AML Acts, including but not limited to the
provision of copies of its written procedures, policies and controls related
thereto ("AML Operations"). Distributor undertakes that it will grant to the
Trust, the Trust's anti-money laundering compliance officer and regulatory
agencies, reasonable access to copies of Distributor's AML Operations, books and
records pertaining to the Trust only. It is expressly understood and agreed that
the Trust and the Trust's compliance officer shall have no access to any of
Distributor's AML Operations, books or records pertaining to other clients of
Distributor.
10. Notices.
Any notice provided hereunder shall be sufficiently given when sent by
registered or certified mail to the party required to be served with such notice
at the following address: if to the Trust, to it at ▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇, with copy to ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇; and if to BISYS, to it at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: Broker-Dealer Compliance Department Manager, or at
such other address as such party may from time to time specify in writing to the
other party pursuant to this Section.
11. Governing Law.
This Agreement shall be construed in accordance with the laws of the
Commonwealth of Massachusetts and the applicable provisions of the 1940 Act. To
the extent that the applicable laws of the State of Ohio, or any of the
provisions herein, conflict with the applicable provisions of the 1940 Act, the
latter shall control.
* * * * * *
10
EXECUTION COPY
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first written
above.
STI CLASSIC FUNDS
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VP and Assistant Secretary
BISYS FUND SERVICES LIMITED
PARTNERSHIP
By: BISYS Fund Services, Inc.,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
11
EXECUTION COPY
SCHEDULE A
TO THE DISTRIBUTION AGREEMENT
BETWEEN STI CLASSIC FUNDS
AND BISYS FUND SERVICES LIMITED PARTNERSHIP
FUNDS
Balanced Fund
Capital Appreciation Fund
Growth and Income Fund
Information and Technology Fund
International Equity Fund
International Equity Index Fund
Mid-Cap Equity Fund
Mid-Cap Value Equity Fund
Small Cap Growth Stock Fund
Small Cap Value Equity Fund
Strategic Quantitative Equity Fund
Tax Sensitive Growth Stock Fund
Value Income Stock Fund
Aggressive Growth Stock Fund
Emerging Growth Stock Fund
Classic Institutional U.S. Government Securities Super Short Income Plus Fund
Classic Institutional High Quality Bond Fund
Classic Institutional Super Short Income Plus Fund
Classic Institutional Total Return Bond Fund
Classic Institutional Short-Term Bond Fund
Florida Tax-Exempt Bond Fund
Georgia Tax-Exempt Bond Fund
High Income Fund
Investment Grade Bond Fund
Investment Grade Tax-Exempt Bond Fund
Limited-Term Federal Mortgage Securities Fund
Maryland Municipal Bond Fund
Short-Term Bond Fund
Short-Term U.S. Treasury Securities Fund
Strategic Income Fund
U.S. Government Securities Fund
Virginia Intermediate Municipal Bond Fund
Virginia Municipal Bond Fund
Prime Quality Money Market Fund
Tax-Exempt Money Market Fund
U.S. Government Securities Money Market Fund
U.S. Treasury Money Market Fund
12
EXECUTION COPY
Virginia Tax-Free Money Market Fund
Classic Institutional Cash Management Money Market Fund
Classic Institutional U.S. Government Securities Money Market Fund
Classic Institutional U.S. Treasury Securities Money Market Fund
Life Vision Aggressive Growth Fund
Life Vision Conservative Fund
Life Vision Growth and Income Fund
Life Vision Moderate Growth Fund
Classic Institutional Core Bond Fund
Classic Institutional Intermediate Bond Fund
Seix Institutional High Yield Fund, and
Classic Institutional Limited Duration Fund
13
EXECUTION COPY
SERVICE AND DISTRIBUTION PLAN
[IF APPLICABLE]
14
