Underwriting Agreement for: BB&T FUNDS

Exhibit (e)(1)(iii)

Underwriting Agreement for:

BB&T FUNDS

Effective as of the closing of the merger of BB&T Asset Management, Inc., with and into Sterling Capital Management LLC, BB&T FUNDS (the “Trust”), on behalf of each series thereof (each a “Fund”), BB&T AM DISTRIBUTORS, INC. (the “Distributor”), and STERLING CAPITAL MANAGEMENT LLC hereby enter into this Underwriting Agreement on terms identical (except as noted below) to those of the Underwriting Agreement between the parties effective as of April 23, 2007, as amended and restated as of July 1, 2010, including any and all Exhibits thereto (the “Existing Agreement”). Capitalized terms used herein without definition have the meanings given them in the Existing Agreement.

Unless sooner terminated as provided herein, this Agreement shall continue for an initial term ending October 31, 2011, and thereafter shall be renewed for successive one-year terms, provided such continuance is specifically approved at least annually by (i) the Trust’s Board of Trustees or (ii) by a vote of a majority (as defined in the 1940 Act and Rule 18f-2 thereunder) of the outstanding voting securities of a Fund, provided that in either event the continuance is also approved by a majority of the Trustees who are not parties to this Agreement and who are not interested persons (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable without penalty, on at least sixty (60) days’ written notice, by the Trust’s Board of Trustees, by vote of a majority (as defined in the 1940 Act and Rule 18f-2 thereunder) of the outstanding voting securities of the Trust (or any Fund, with respect to such Fund), or by the Distributor. This Agreement may be terminated with respect to one or more Funds by vote of such Fund or Funds in accordance with the terms of this Agreement, or with respect to the entire Trust. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act and the rules thereunder).

Matters Relating to the Trust as a Massachusetts Business Trust. 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. 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 them personally, but shall bind only the trust property of the Trust as provided in the Trust’s Declaration of Trust.

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Exhibit (e)(1)(iii)

     IN WITNESS WHEREOF, the parties hereto have caused this Underwriting Agreement to be executed as of the day and year first above written.

BB&T FUNDS
By:		/s/ Xxxx X. Xxxxxx
Name:		Xxxx X. Xxxxxx
Title:		V. P. BB&T Funds
Date:		October 7, 2010
BB&T AM DISTRIBUTORS, INC.
By:		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx
Title:		V. P.
Date:		October 20, 2010
STERLING CAPITAL MANAGEMENT LLC
By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Executive Director
Date:		October 12, 2010