Bb&t Funds / Sample Contracts

FORM OF DISTRIBUTION AGREEMENT
Distribution Agreement • November 17th, 2005 • Bb&t Funds / • Massachusetts
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FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 15th, 2006 • Bb&t Funds / • Massachusetts
BB&T FUNDS
Custody Agreement • December 18th, 2006 • Bb&t Funds / • Ohio
FORM OF AMENDMENT NO. 2 TO SUBADVISORY AGREEMENT The following is Amendment No. 2 to the Subadvisory Agreement entered into between BB&T Asset Management, Inc. (formerly BB&T Asset Management, LLC) (the "Adviser") and Federated Investment Management...
Subadvisory Agreement • January 31st, 2007 • Bb&t Funds /

The following is Amendment No. 2 to the Subadvisory Agreement entered into between BB&T Asset Management, Inc. (formerly BB&T Asset Management, LLC) (the "Adviser") and Federated Investment Management Company ("FIMC") dated February 1, 2001 (the "Agreement"). In consideration of the mutual covenants and agreements set forth herein, the Adviser and FIMC hereby agree as follows:

FORM OF AMENDMENT TO TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • January 31st, 2005 • Bb&t Funds /
FORM OF
Administration Agreement • April 27th, 2007 • Bb&t Funds / • Massachusetts
EXHIBIT 8(B) AMENDED APPENDIX B TO THE CUSTODY AGREEMENT
Custody Agreement • November 25th, 1998 • Bb&t Mutual Funds Group
EXHIBIT (d)(1) AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 26th, 2003 • Bb&t Funds / • Massachusetts
REVISED SCHEDULE A TO THE ADMINISTRATION AGREEMENT DATED JANUARY 31, 2005 AND AMENDED AND RESTATED MAY 1, 2005 BETWEEN BB&T FUNDS AND BB&T ASSET MANAGEMENT, INC. Portfolios: As of the date set forth above, the Portfolios of the Company are as follows:...
Administration Agreement • January 31st, 2007 • Bb&t Funds /

BB&T U.S. Treasury Money Market Fund BB&T Short U. S. Government Fund BB&T Intermediate U. S. Government Fund BB&T Large Cap Fund BB&T Small Cap Fund BB&T North Carolina Intermediate Tax-Free Fund BB&T International Equity Fund BB&T Capital Manager Conservative Growth Fund BB&T Capital Manager Moderate Growth Fund BB&T Capital Manager Growth Fund BB&T Prime Money Market Fund BB&T South Carolina Intermediate Tax-Free Fund BB&T Virginia Intermediate Tax-Free Fund BB&T Equity Index Fund BB&T Total Return Bond Fund BB&T West Virginia Intermediate Tax-Free Fund BB&T Mid Cap Growth Fund BB&T Mid Cap Value Fund BB&T Capital Manager Equity Fund BB&T Kentucky Intermediate Tax-Free Fund BB&T Maryland Intermediate Tax-Free Fund BB&T National Tax-Free Money Market Fund BB&T Special Opportunities Equity Fund BB&T Equity Income Fund BB&T Sterling Capital Small Cap Value Fund

EXHIBIT (d)(2)
Sub-Advisory Agreement • November 15th, 2002 • Bb&t Funds / • Massachusetts
WITNESSETH:
Accounting Services Agreement • December 18th, 2006 • Bb&t Funds /
FORM OF SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • December 2nd, 2004 • Bb&t Funds / • Ohio
FORM OF FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • July 23rd, 2001 • Bb&t Funds / • New York
ARTICLE 1 Agreement and Declaration of Trust and Principal Office
Bylaws • December 18th, 2006 • Bb&t Funds /
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1 EXHIBIT (5)(F)
Sub-Advisory Agreement • October 18th, 1996 • Bb&t Mutual Funds Group • Massachusetts
DISTRIBUTION AGREEMENT
Distribution Agreement • April 28th, 2016 • Sterling Capital Funds • Delaware

THIS AGREEMENT is made and entered into as of this 1st day of February, 2016, by and among Sterling Capital Funds, a Massachusetts business trust, on behalf of each series listed on Exhibit A hereto, separately and not jointly (the “Client”), Sterling Capital Distributors, LLC, a Delaware limited liability company (the “Distributor”), and Sterling Capital Management LLC, an investment adviser registered with the Securities and Exchange Commission (the “Adviser”).

FORM OF
Securities Lending Agreement • February 26th, 2007 • Bb&t Funds / • Minnesota
TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agency and Shareholder Services Agreement • November 28th, 2017 • Sterling Capital Funds

This Transfer Agency And Shareholder Services Agreement is made as of June 1, 2017 (“Effective Date”) by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and Sterling Capital Funds (the “Investment Company”), on its own behalf and on behalf of each Portfolio of the Investment Company contained on Schedule B, separately and not jointly. Capitalized terms, and certain noncapitalized terms, not otherwise defined shall have the meanings set forth in Schedule A (Schedule A also contains an index of defined terms providing the location of all defined terms). The term “Agreement” shall mean this Transfer Agency And Shareholder Services Agreement as constituted on the Effective Date, and thereafter as it may be amended from time to time as provided for herein. All references to “Schedule B” mean Schedule B attached hereto as constituted on the Effective Date, and thereafter as it may be amended from time to time (deemed or in writing) pursuant to Section 16 or 19(l). The term “Fu

EXHIBIT (d)(7) FORM OF SCHEDULE A TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 15th, 2004 • Bb&t Funds /
INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • January 30th, 2017 • Sterling Capital Funds • Massachusetts

AGREEMENT made this 1 day of December, 2016, between Sterling Capital Management LLC (the “Adviser” or “Sterling”) and Lucas Capital Management, LLC (the “Sub-Adviser”).

RECITALS
Sub-Advisory Agreement • April 30th, 2003 • Bb&t Funds / • Illinois
Dated: November 9, 2000
Servicing Agreement • March 1st, 2001 • Bb&t Mutual Funds Group
Exhibit (h)(3)(iii) FORM OF
Transfer Agency Agreement • January 31st, 2005 • Bb&t Funds / • Ohio
1 Exhibit (a) -----------
Declaration of Trust • July 23rd, 2001 • Bb&t Funds /
WITNESSETH:
Sub-Administration Services Agreement • December 18th, 2006 • Bb&t Funds /
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