BB&T Variable Insurance Funds Sample Contracts

FORM OF
Custody Agreement • February 26th, 2007 • BB&T Variable Insurance Funds • Ohio
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FORM OF SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 27th, 2007 • BB&T Variable Insurance Funds
FORM OF
Administration Agreement • April 27th, 2007 • BB&T Variable Insurance Funds • Massachusetts
Form of
Distribution Agreement • February 14th, 2005 • BB&T Variable Insurance Funds
FORM OF
Accounting Services Agreement • April 27th, 2007 • BB&T Variable Insurance Funds
FORM OF PURCHASE AGREEMENT
Purchase Agreement • February 14th, 2005 • BB&T Variable Insurance Funds
FORM OF
Securities Lending Agreement • February 26th, 2007 • BB&T Variable Insurance Funds • Minnesota
Form of
Service Agreement • February 14th, 2005 • BB&T Variable Insurance Funds • Ohio
FORM OF
Transfer Agency Agreement • February 14th, 2005 • BB&T Variable Insurance Funds • Ohio
FORM OF
Sub-Administration Services Agreement • April 27th, 2007 • BB&T Variable Insurance Funds
SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 21st, 2010 • BB&T Variable Insurance Funds • Massachusetts

AGREEMENT dated as of April 22, 2005, between BB&T Asset Management, Inc., a North Carolina corporation with an office in Raleigh, North Carolina (herein called the “Investment Adviser”) and Scott & Stringfellow, a Virginia corporation with an office in Richmond, Virginia (herein called the “Sub-Adviser”).

BB&T VARIABLE INSURANCE FUNDS AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • April 28th, 2011 • BB&T Variable Insurance Funds

THIS AMENDMENT is made as of October 1, 2010 between U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America (the “Custodian”), and BB&T Variable Insurance Funds, a Massachusetts business trust (the “Trust”).

FORM OF
Compliance Services Agreement • February 14th, 2005 • BB&T Variable Insurance Funds • Ohio
FORM OF
Fund Accounting Agreement • February 14th, 2005 • BB&T Variable Insurance Funds • Ohio
SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 28th, 2011 • BB&T Variable Insurance Funds • Massachusetts

AGREEMENT dated as of October 1, 2010 between Sterling Capital Management LLC, a North Carolina limited liability company with an office in Raleigh, North Carolina (herein called the “Investment Adviser”) and Scott & Stringfellow, LLC, a Virginia limited liability company with an office in Richmond, Virginia (herein called the “Sub-Adviser”).

STERLING CAPITAL VARIABLE INSURANCE FUNDS AMENDMENT TO THE ADMINISTRATION AGREEMENT
Administration Agreement • February 28th, 2013 • Sterling Capital Variable Insurance Funds

THIS AMENDMENT is made as of November 15, 2012 between Sterling Capital Variable Insurance Funds, a Massachusetts business trust (the “Company”), and Sterling Capital Management LLC, a North Carolina limited liability company (the “Administrator”).

ADMINISTRATION AGREEMENT
Administration Agreement • February 28th, 2011 • BB&T Variable Insurance Funds • Massachusetts

THIS AGREEMENT is made as of this 1st day of October 1, 2010, by and between BB&T Variable Insurance Funds, a Massachusetts business trust (the “Company”), and Sterling Capital Management LLC (the “Administrator”), a North Carolina limited liability company.

BB&T VARIABLE INSURANCE FUNDS CUSTODY AGREEMENT
Custody Agreement • April 21st, 2010 • BB&T Variable Insurance Funds • Ohio

THIS AGREEMENT is made and entered into this 31st day of August, 2006, by and between BB&T VARIABLE INSURANCE FUNDS, a Massachusetts business trust, (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Cincinnati, Ohio (the “Custodian”).

FORM OF
Compliance Support Services Agreement • April 27th, 2007 • BB&T Variable Insurance Funds
SUB-ADMINISTRATION SERVICES AGREEMENT
Sub-Administration Services Agreement • February 29th, 2008 • BB&T Variable Insurance Funds

THIS AGREEMENT is made as of April 23, 2007 by and between BB&T ASSET MANAGEMENT, INC., a North Carolina corporation (the “Administrator”) and PFPC Inc., a Massachusetts corporation (the “Sub-Administrator”).

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ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • February 29th, 2008 • BB&T Variable Insurance Funds

THIS AGREEMENT is made as of April 23, 2007 by and between BB&T VARIABLE INSURANCE FUNDS, a Massachusetts business trust (the “Trust”) and PFPC INC., a Massachusetts corporation (“PFPC”).

FORM OF
Transfer Agency and Blue Sky Services Agreement • April 27th, 2007 • BB&T Variable Insurance Funds
FINANCIAL STATEMENT TYPESETTING SERVICES AMENDMENT TO ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • February 28th, 2011 • BB&T Variable Insurance Funds

This Financial Statement Typesetting Services Amendment is made as of September 15, 2010 by and between BB&T VARIABLE INSURANCE FUNDS (the “Trust”) and BNY MELLON INVESTMENT SERVICING (US) INC. (formerly PFPC Inc.) (“BNY Mellon”).

OF
Declaration of Trust • December 13th, 2004 • BB&T Variable Insurance Funds • Massachusetts
TRANSFER AGENCY AND BLUE SKY SERVICES AGREEMENT
Transfer Agency and Blue Sky Services Agreement • February 29th, 2008 • BB&T Variable Insurance Funds

THIS AGREEMENT is made as of April 23, 2007 by and between PFPC INC., a Massachusetts corporation (“PFPC”), and BB&T VARIABLE INSURANCE FUNDS, a Massachusetts business trust (the “Trust”).

STERLING CAPITAL VARIABLE INSURANCE FUNDS AMENDMENT TO SUB-ADMINISTRATION SERVICES AGREEMENT
Sub-Administration Services Agreement • February 28th, 2013 • Sterling Capital Variable Insurance Funds

This Amendment (the “Amendment”) is effective as of July 1, 2012 by and between STERLING CAPITAL MANAGEMENT LLC (“Administrator”) and BNY MELLON INVESTMENT SERVICING (US) INC. (f/k/a PNC Global Investment Servicing (U.S.) Inc.; and prior, PFPC Inc.) (“BNY Mellon”).

PARTICIPATION AGREEMENT Between Nationwide Life Insurance Company and BB&T Asset Management, Inc. and BB&T Variable Insurance Funds
Participation Agreement • April 21st, 2010 • BB&T Variable Insurance Funds • Ohio

THIS AGREEMENT, dated as of March 5, 2007 by and between Nationwide Life Insurance Company (the “Company”), an Ohio life insurance company, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto, as may be amended from time to time (each account hereinafter referred to as the “Account”), BB&T Asset Management, Inc. (“the Adviser”) and BB&T Variable Insurance Funds (the “Trust”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 28th, 2011 • BB&T Variable Insurance Funds • Massachusetts

AGREEMENT made as of October 1, 2010 between BB&T Variable Insurance Funds, a Massachusetts business trust (hereinafter called the “Trust”), and Sterling Capital Management LLC, a subsidiary of BB&T Corporation (hereinafter called the “Investment Adviser”).

COMPLIANCE SUPPORT SERVICES AGREEMENT
Compliance Support Services Agreement • February 29th, 2008 • BB&T Variable Insurance Funds

THIS AGREEMENT is made as of April 23, 2007 by and between BB&T VARIABLE INSURANCE FUNDS, a Massachusetts business trust (the “Trust”) and PFPC INC., a Massachusetts corporation (“PFPC”).

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST BB&T VARIABLE INSURANCE FUNDS
Agreement and Declaration of Trust • February 29th, 2008 • BB&T Variable Insurance Funds • Massachusetts

This Amended and Restated Declaration of Trust made as of June 2, 2007, hereby amends and restates in its entirety the Declaration of Trust dated November 8, 2004, by the Trustees hereunder (the “Trustees”).

SECURITIES LENDING AUTHORIZATION
Securities Lending Authorization • April 21st, 2010 • BB&T Variable Insurance Funds • Massachusetts

This Agreement (this “Agreement”) made as of the 5th day of June, 2008, by and between MELLON BANK, N.A., a national banking association (the “Lending Agent”) and BB&T VARIABLE INSURANCE FUNDS, a Massachusetts business trust (the “Client”), for and on behalf of each of the funds identified on Schedule 1 hereto, as amended, modified or supplemented from time to time (each a “Fund” and collectively the “Funds”).

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