EXHIBIT (e)(2)
Form of Revised Schedules A, B, C, and D to the Distribution Agreement
between the Registration and BISYS Fund Services are filed herewith.
C-89
As Revised November 7, 2002
Form of Revised Schedule A
Distribution Agreement of BB&T Funds
dated February 7, 1997, as amended November 9, 2000 under which
BISYS Fund Services Limited Partnership serves as Distributor
Name of Fund
------------
BB&T U.S. Treasury Money Market Fund
BB&T Short-Intermediate U.S. Government Income Fund
BB&T Intermediate U.S. Government Bond Fund
BB&T North Carolina Intermediate Tax-Free Fund
BB&T Large Company Value Fund
BB&T Balanced Fund
BB&T Small Company Growth 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 Large Company Growth Fund
BB&T South Carolina Intermediate Tax-Free Fund
BB&T Virginia Intermediate Tax-Free Fund
BB&T Equity Index Fund
BB&T Intermediate Corporate Bond Fund
BB&T Tax-Free Money Market Fund
C-90
BB&T Capital Appreciation Fund
BB&T Mid Cap Value Fund
BB&T West Virginia Intermediate Tax-Free Fund
BB&T Capital Manager Aggressive Growth Fund
BB&T Small Company Value Fund
BB&T Georgia Intermediate Tax-Free Fund
BB&T Kentucky Intermediate Tax-Free Fund
BB&T Maryland Intermediate Tax-Free Fund
BB&T Funds
By:_____________________________
Title:__________________________
BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.
General Partner
By:_____________________________
Title:__________________________
C-91
As Revised November 7, 2002
Form of Revised Schedule B
to the
Distribution Agreement of BB&T Funds
dated February 7, 1997, as amended November 9, 2000, under which
BISYS Fund Services Limited Partnership serves as Distributor
Class A and B Shares of
BB&T U.S. Treasury Money Market Fund
Class A and B Shares of
BB&T Short-Intermediate U.S. Government Income Fund
Class A, B and C Shares of
BB&T Intermediate U.S. Government Bond Fund
Class A and B Shares of
BB&T North Carolina Intermediate Tax-Free Fund
Class A, B and C Shares
of BB&T Large Company Value Fund
Class A, B and C Shares of
BB&T Balanced Fund
Class A, B and C Shares of
BB&T Small Company Growth Fund
Class A, B and C Shares of
BB&T International Equity Fund
Class A, B and C Shares of
BB&T Capital Manager Conservative Growth Fund
Class A, B and C Shares of
BB&T Capital Manager Moderate Growth Fund
Class A, B and C Shares of
BB&T Capital Appreciation Fund
Class A, B and C Shares of
BB&T Mid Cap Value Fund
Class A, B and C Shares of
BB&T West Virginia Intermediate Tax-Free Fund
C-92
Class A, B and C Shares of
BB&T Capital Manager Aggressive Growth Fund
Class A, B and C Shares of
BB&T Capital Manager Growth Fund
Class A and B Shares of
BB&T Prime Money Market Fund
Class A, B and C Shares of
BB&T Large Company Growth Fund
Class A and B Shares of
BB&T South Carolina Intermediate Tax-Free Fund
Class A and B Shares of
BB&T Virginia Intermediate Tax-Free Fund
Class A, B and C Shares of
BB&T Equity Index Fund
Class A, B and C Shares of
BB&T Intermediate Corporate Bond Fund
Class A and B Shares of
BB&T Tax-Free Money Market Fund
Class A, B and C Shares of
BB&T Small Company Value Fund
Class A, B and C Shares of
BB&T Georgia Intermediate Tax-Free Fund
Class A, B and C Shares of
BB&T Kentucky Intermediate Tax-Free Fund
Class A, B and C Shares of
BB&T Maryland Intermediate Tax-Free Fund
BISYS FUND SERVICES
BB&T FUNDS LIMITED PARTNERSHIP
C-93
By:_____________________________ By: BISYS Fund Services, Inc.
General Partner
Title:__________________________
By:_____________________________
Title:__________________________
C-94
As Revised November 7, 2002
Form of Revised Schedule C
to the
Distribution Agreement of BB&T Funds
dated February 7, 1997, as amended November 9, 2000, under which
BISYS Fund Services Limited Partnership serves as Distributor
Class A Shares of
BB&T Short-Intermediate U.S. Government Income Fund
Class A Shares of
BB&T Intermediate U.S. Government Bond Fund
Class A Shares of
BB&T North Carolina Intermediate Tax-Free Fund
Class A Shares of
BB&T Large Company Value Fund
Class A Shares of
BB&T Balanced Fund
Class A Shares of
BB&T Small Company Growth Fund
Class A Shares of
BB&T International Equity Fund
Class A Shares of
BB&T Capital Manager Conservative Growth Fund
Class A Shares of
BB&T Capital Manager Moderate Growth Fund
Class A Shares of
BB&T Capital Manager Growth Fund
Class A Shares of
BB&T Large Company Growth Fund
Class A Shares of
BB&T South Carolina Intermediate Tax-Free Fund
C-95
Class A Shares of
BB&T Virginia Intermediate Tax-Free Fund
Class A Shares of
BB&T Equity Index Fund
Class A Shares of
BB&T Intermediate Corporate Bond Fund
Class A Shares of
BB&T Mid Cap Value Fund
Class A Shares of
BB&T Capital Appreciation Fund
Class A Shares of
BB&T West Virginia Intermediate Tax-Free Fund
Class A Shares of
BB&T Capital Manager Aggressive Growth Fund
Class A Shares of
BB&T Small Company Value Fund
Class A Shares of
BB&T Georgia Intermediate Tax-Free Fund
Class A Shares of
BB&T Kentucky Intermediate Tax-Free Fund
Class A Shares of
BB&T Maryland Intermediate Tax-Free Fund
BB&T FUNDS
By:_____________________________
Title: _________________________
BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.
C-96
General Partner
By:_____________________________
Title: _________________________
C-97
As Revised November 7, 2002
Form of Revised Schedule D
to the
Distribution Agreement of BB&T Funds
dated February 7, 1997, as amended November 9, 2000, under which
BISYS Fund Services Limited Partnership serves as Distributor
Class B Shares of
BB&T U.S. Treasury Money Market Fund
Class B and C Shares of
BB&T Intermediate U.S. Government Bond Fund
Class B and C Shares of
BB&T Large Company Value Fund
Class B and C Shares of
BB&T Balanced Fund
Class B and C Shares of
BB&T Small Company Growth Fund
Class B and C Shares of
BB&T International Equity Fund
Class B and C Shares of
BB&T Capital Manager Conservative Growth Fund
Class B and C Shares of
BB&T Capital Manager Moderate Growth Fund
Class B and C Shares of
BB&T Capital Manager Growth Fund
Class B Shares of
BB&T Prime Money Market Fund
Class B and C Shares of
BB&T Large Company Growth Fund
Class B and C Shares of
BB&T Equity Index Fund
Class B and C Shares of
C-98
BB&T Intermediate Corporate Bond Fund
Class B Shares of
BB&T Tax-Free Money Market Fund
Class B and C Shares of
BB&T Capital Manager Aggressive Growth Fund
Class B and C Shares of
BB&T Mid Cap Value Fund
Class B and C Shares of
BB&T Capital Appreciation Fund
Class B and C Shares of
BB&T Small Company Value Fund
BB&T FUNDS
By:_____________________________
Title:__________________________
BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.
General Partner
By:_____________________________
Title:__________________________
C-99
