EXHIBIT (d)(4)(i)
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 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:
Effective June 4, 2006, Schedule 1 is deleted in its entirety and replaced with
the following:
SCHEDULE 1 - FUNDS AND SUBADVISORY FEES
Name of Series Annual Sub-Advisory Fee*
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BB&T Prime Money Market Fund 0.07% of average daily net assets
BB&T National Tax-Free Money 0.10% of average daily net assets on $0-$500 million
Market Fund
0.08% of average daily net assets on >$500 million
* Collectively, all Funds listed on this Schedule 1 shall pay a minimum
annual subadvisory fee of $250,000.
The remaining terms of the Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the Amendment has been executed as of the date set forth
below by a duly authorized officer of each party.
BB&T ASSET MANAGEMENT, INC.
By:
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Name:
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Title:
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Date:
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FEDERATED INVESTMENT MANAGEMENT COMPANY
By:
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Name:
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Title:
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Date:
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