SECURITIES LENDING AGREEMENT
Customer Agreement
This
Securities Lending Agreement, made as of this
_____ day of _____, 2007 including all exhibits
attached hereto, all of the terms of which are incorporated herein by reference, in each case, as
amended and/or supplemented from time to time in accordance with the terms hereof (this
“Agreement”), by and between U.S. Bank National Association (the “Bank”) and BB&T
Funds (hereinafter referred to as the “Trust”), a Massachusetts business trust, on behalf
of the BB&T US Treasury Money Market Fund (the “Customer”).
WITNESSETH:
WHEREAS, the Trust is an open-end management investment company registered under the
Investment Company Act of 1940 (the “1940 Act”) which offers its shares in the Customer,
representing a distinct pool of U.S. Treasury obligations, repurchase agreements secured by U.S.
Treasury obligations and U.S. Treasury obligations money market funds (collectively “Property”);
and
WHEREAS, the Customer desires to have the Bank engage in securities lending as Customer’s
agent with respect to certain Securities; and
WHEREAS, the Bank and the Customer desire to specify the terms and conditions under which such
securities lending will be performed.
NOW, THEREFORE, in consideration of the mutual premises, covenants and undertakings set forth
herein, the parties hereto agree as follows:
1. Definitions: For purposes hereof:
“Adviser” shall mean BB&T Asset Management, Inc., the investment adviser to the
Customer.
“Borrower” shall be, subject to the other provisions of this Agreement, one or
more (i) broker-dealers registered under the Securities Exchange Act of 1934 (the “1934
Act”); (ii) broker-dealers exempt from registration under 15(a)(1) of the 1934 Act as a
dealer in exempted Government Securities, or (iii) bank(s), with which the Bank or one of
its agents has established a securities lending agreement whereby Borrower may borrow
Securities and which the Customer has expressly approved in accordance with the last
sentence of this paragraph. Such potential Borrowers are listed in Exhibit A attached
hereto. Borrowers may be added to or deleted from Exhibit A by (i) written notice delivered
by the Customer to the Bank, or (ii) written notice delivered by the Bank to the Customer
which is confirmed by the Customer via letter, fax or e-mail.
“Borrower Agreement” shall have the meaning provided such term in Section 3(a)
hereof.
“Business Day” shall mean, with respect to any Loan hereunder, a day on which
regular trading occurs in the principal market for the Loaned Securities subject to such
Loan, provided, however, that for purposes of determining the Market Value of any Securities
hereunder, such term shall mean a day on which regular trading occurs in the principal
market for the Securities whose value is being determined. Notwithstanding the foregoing, in
no event shall a Saturday or Sunday be considered a Business Day.
“Close of Trading” shall mean, with respect to any Security, the end of the
primary trading session established by the principal market for such Security on a Business
Day.
“Collateral” shall be collateral which the Bank shall receive from Borrower(s)
to secure Loans on behalf of a Customer in the form of (i) cash denominated in United States
dollars (“Cash Collateral”), (ii) securities issued or guaranteed by the United
States Government or its agencies, or (iii) irrevocable bank letters of credit issued by a
person other than the Borrower or an affiliate thereof, or equivalent obligation denominated
in United States dollars that is pre-approved by the Adviser.
“Government Securities” shall mean government securities as defined in Section
3(a)(42)(A)-(C) of the 1934 Act, as amended.
“Loans” shall be the lending of Securities to Borrower(s).
“Loaned Securities” shall be those Securities which are loaned to the
Borrower(s) by the Bank, securities identical to such Securities, or securities equivalent
to such loaned securities in the event of a reorganization, recapitalization or merger
affecting the originally loaned securities.
“Margin Percentage” shall mean, with respect to any Loan as of any date, a
percentage agreed to by the Borrower and the Bank, provided that in no event shall the
Margin Percentage be less than 100% of the Market Value of the Loaned Securities.
“Xxxx to Market” shall be the procedure whereby the Bank determines the Market
Value of securities Collateral and Loaned Securities.
“Market Value” shall be:
(i) If the principal market for the securities to be valued is a national
securities exchange in the United States, their Market Value shall be determined by
their last sale price on such exchange at the most recent Close of Trading or, if
there was no sale on the Business Day of the most recent Close of Trading, by the
last sale price at the Close of Trading on the next preceding Business Day on which
there was a sale on such exchange, all as quoted on the Consolidated Tape or, if not
quoted on the Consolidated Tape, then as quoted by such exchange, including where
applicable, accrued interest to the extent not already included therein, unless
market practice with respect to the valuation of such securities in connection with
securities loans is to the contrary.
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(ii) If the principal market for the securities to be valued is the
over-the-counter market, and the securities are quoted on The Nasdaq Stock Market
(“Nasdaq”), their Market Value shall be the last sale price on Nasdaq at the
most recent Close of Trading or, if the securities are issues for which last sale
prices are not quoted on Nasdaq, the last bid price at such Close of Trading. If
the relevant quotation did not exist at such Close of Trading, then the Market Value
shall be the relevant quotation on the next preceding Close of Trading at which
there was such a quotation, including where applicable, accrued interest to the
extent not already included therein, unless market practice with respect to the
valuation of such securities in connection with securities loans is to the contrary.
(iii) Except as provided in Subsection (iv) of this definition, if the
principal market for the securities to be valued is the over-the-counter market, and
the securities are not quoted on Nasdaq, their Market Value shall be determined in
accordance with market practice for such securities, based on the price for such
securities as of the most recent Close of Trading obtained from a generally
recognized source agreed to by the Bank and the Borrower(s) or the closing bid
quotation at the most recent Close of Trading obtained from such a source. If the
relevant quotation did not exist at such Close of Trading, then the Market Value
shall be the relevant quotation on the next preceding Close of Trading at which
there was such a quotation, including where applicable, accrued interest to the
extent not already included therein, unless market practice with respect to the
valuation of such securities in connection with securities loans is to the contrary.
(iv) The Market Value of a letter of credit shall be the outstanding amount
thereof.
“Person” shall be any natural person, corporation, partnership, limited
partnership, joint venture, firm, association, trust, unincorporated organization,
government or governmental agency or political subdivision or any other entity, whether
acting in an individual, fiduciary or other capacity.
“Securities” shall be securities, of any type, that are owned or controlled by
the Customer and that have been hereby approved for use in securities lending by the
Customer.
“Substitute Payments” shall mean payments in amounts equal to all distributions
made to holders of Loaned Securities during the term of the loan, including, but not limited
to, interest payments.
2. Appointment and Acceptance. The Customer hereby appoints the Bank as its agent for
the purpose of lending Securities; and the Bank hereby agrees to accept such appointment and act in
such capacity.
3. Delivery of Securities; Receipt of Collateral; Return of Collateral. Until given
written notice of termination pursuant to Section 15, the Customer hereby authorizes the Bank, and
the Bank agrees, to undertake the following:
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(a) To enter into and maintain securities loan agreements with Borrower(s) which set
forth terms consistent with this Agreement. The Customer acknowledges that the standard
form(s) of Borrower Agreement(s) entered or to be entered with Borrowers will be
substantially in the form of the most current Master Securities Loan Agreement produced by
the Bond Market Association and the Customer authorizes the Bank to lend Securities to
Borrowers pursuant to agreements substantially in the form thereof (each such agreement
referred to herein as a “Borrower Agreement”). The Customer may from time to time direct
the Bank not to enter into loans with a Borrower, as the Customer specifies by written
notice to the Bank, in each case notwithstanding the Customer’s prior approval of such
Borrower in accordance with the terms contained herein.
(b) To negotiate fees with Borrowers in connection with securities lending, subject to
the following requirements. In the case of a Loan for which the Collateral is Cash
Collateral, the Bank shall negotiate a fee (the “Borrower Rebate Fee”) to be paid by
the Bank to the Borrower on behalf of the Customer. In the case of a Loan for which the
Collateral is non-cash, the Bank shall negotiate a loan fee to be paid by the Borrower.
(c) To deliver to Borrowers, from time to time, such Securities as the Bank may in its
discretion select for securities lending in accordance with this Agreement.
(d) To use the securities lending services of other financial institutions, including,
without limitation, FAF Advisors, Inc. (“FAF Advisors”) and other financial
institutions that are affiliates of the Bank, as agents of the Bank, for the benefit of the
Customer, as the Bank in its discretion shall determine to be necessary or desirable to
perform securities lending on behalf of the Customer.
(e) In connection with each Loan, to receive from the Borrower, at the time the
Securities are loaned, Collateral of a value at least equal to 102% of the then current
Market Value of the Loaned Securities. Such Collateral shall be held as security by the
Bank on behalf of the Customer for the due and punctual performance by the Borrower of any
and all of the Borrower’s obligations under the Borrower Agreement.
(f) To hold and safekeep the Collateral on behalf of the Customer separate and apart
from other securities lending collateral held by the Bank for other customers of the Bank in
a manner such that the Customer shall have a perfected security interest in such Collateral
free and clear of any creditor of any Borrower or the Bank, and the Customer’s specific
interest in the Customer’s Collateral shall at all times be noted in the records of the
Bank.
(g) To invest Cash Collateral for the benefit of the Customer exclusively in U.S.
Treasury obligations, repurchase agreements secured by U.S. Treasury Obligations and U.S.
Treasury obligations money market funds.
(h) Upon termination of any Loan, to liquidate Cash Collateral investments made with
the Collateral and to return the Collateral to the Borrower in accordance with the Borrower
Agreement so long as the Borrower is not in default and the Bank receives the Loaned
Securities from the Borrower.
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(i) To receive from the Borrower Substitute Payments and to forward such Substitute
Payments to the Customer.
(j) To pay to the Borrower all interest payments, including Substitute Payments,
received on Securities which are held as Collateral, provided that there is no material
default by the Borrower of the terms and conditions of the Borrower Agreement, in cases
where the Borrower has provided non-cash Collateral in the form of securities, in whole or
in part.
(k) To originate or terminate any Loan at any time as the Bank may in its discretion
determine pursuant to the terms of this Agreement, without prior notice to the Customer.
(l) In connection with the Customer’s Loaned Securities, to collect loan fees owed by
Borrowers and income earned on Cash Collateral investments, and to dispose of such monies
pursuant to Sections 3(b) and 8 of this Agreement.
(m) To disclose to any Borrower, the name of the Customer and such other information
required by such Borrower or such Person to enable such Borrower or such Person to comply
with applicable federal or state law, as the Bank may in its discretion deem necessary.
(n) To group the Customer’s securities together with the securities of other securities
lending customers for the purposes of facilitating Loans to Borrowers. The Customer
acknowledges that whether particular securities are loaned depends on many variables,
including, but not limited to, the demand for a particular security by Borrowers, and the
quantity of a particular security that is held in the lendable pool, and that the Bank
cannot ensure that the Customer’s Securities will become the subject of any particular Loan
or that the Customer’s Securities will be loaned.
4. Xxxx to Market. The Bank shall on a daily basis (a) Xxxx to Market Loaned
Securities and Collateral. If the Market Value of the Collateral at the close of trading on a
Business Day is less than the Margin Percentage of the Market Value of the Loaned Securities at the
close of trading on that day, the Borrower shall deliver, by the close of business on the following
Business Day, an additional amount of Collateral the Market Value of which, together with the
Market Value of all previously delivered collateral, equals at least the Margin Percentage of the
Market Value of the Loaned Securities as of such preceding day. In the event that the Market Value
of the Collateral exceeds the Margin Percentage of the Market Value of the Loaned Securities, part
of the Collateral may be returned to the Borrower as long as the Market Value of the remaining
Collateral equals at least the Margin Percentage of the Market Value of the Loaned Securities.
5. Accountings. The Bank shall include in a monthly report to the Customer daily
information concerning all securities loans outstanding, including an accounting of all securities
lending transactions.
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6. Loan Termination by Customer.
(a) Unless otherwise agreed in writing, the Customer may, in its discretion, elect to
terminate a Loan on a termination date established by notice given to the Bank prior to the
close of business on a Business Day. The termination date established by a termination
notice shall be a date no earlier than the standard settlement date that would apply to a
purchase or sale of the Loaned Securities, which date shall be determined in accordance with
the terms of the Borrower Agreement. Upon receipt of such notice, the Bank shall notify the
appropriate Borrower for return of the Loaned Securities in accordance with the terms of the
Borrower Agreement.
(b) The Bank shall be deemed to have received appropriate notice as required by this
Section 7 upon receipt of written or oral directions (i) signed or given by any person whose
name and signature is listed on the most recent certificate delivered by the Customer to the
Bank which lists those persons authorized to give directions in the name and on behalf of
the Customer or (ii) signed or given by any other person(s), duly authorized by the Customer
to give directions to the Bank hereunder or whom the Bank reasonably believes to be so
authorized. Appropriate notice as required by this Section 7 shall include notice sent to
the Bank by letter, memorandum, telegram, cable, telex, telecopy facsimile, video (CRT)
terminal or other “on-line” system, or similar means of communication, or given over the
telephone or in person.
7. Fees.
(a) The Customer shall pay fees to the Bank in the amount and at such times set forth
on Exhibit B attached hereto and made a part hereof as though fully set forth herein. The
provisions of Exhibit B may be renegotiated at any time upon five days written notice by
either party hereto and may be amended by a separate writing between the Bank and the
Customer. The Bank shall charge such fees against the net income received as proceeds from
securities lending transactions (after payment of any applicable Borrower Rebate Fees)
(“Net Income”); provided, however, that if not so charged, the Customer shall pay
such fees.
(b) Any Borrower Rebate Fee incurred by a Customer arising from the receipt of cash as
Collateral for Loaned Securities shall be charged against the gross income received by the
Customer as proceeds from securities lending transactions and the Bank shall pay such
Borrower Rebate Fee to the appropriate Borrower on behalf of the Customer; provided,
however, that if not so charged, the Customer shall pay such Borrower Rebate Fee.
8. Customer Representations and Warranties.
(a) The Customer represents and warrants that: (i) the Customer has the legal right,
power and authority to execute, deliver and perform this Agreement and to carry out all of
the transactions contemplated hereby; (ii) the execution and delivery of this Agreement by
the Customer will not violate any provision of its charter, bylaws or any other governing
documents, or any law, or any regulation, interpretation or order or any
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court or other government agency, or judgment, applicable to the Customer; (iii) the
Customer has obtained all necessary authorizations, including those from any persons who may
have an interest in the Securities, including the consent or approval of any governmental
agency or instrumentality; (iv) the execution, delivery and performance of this Agreement
and the carrying out of any of the transactions contemplated hereby will not be in conflict
with, result in a breach of or constitute a default under any agreement or other instrument
to which the Customer is a party or which is otherwise known to the Customer, including but
not limited to, liens against and/or pledges of Securities; and (v) all persons executing
this Agreement on behalf of the Customer and carrying out the transactions contemplated
hereby on behalf of the Customer are duly authorized to do so.
(b) The Trust represents and warrants that it is an “investment company” as that term
is defined in the Investment Company Act of 1940 (the “1940 Act”) and that it will indicate
each Borrower that is an “affiliate,” as that term is defined in the 1940 Act by instructing
the Bank not to lend the Customer’s Securities to such Borrower, such instruction to be
given by completion of Exhibit A hereto.
(c) The Customer is aware that it is possible to loan portfolio securities without
incurring the loan fees payable pursuant hereto by administering such a program itself,
rather than hiring the Bank.
(d) The Customer represents and warrants that each Person who owns, controls or
possesses securities which may be lent pursuant to this agreement is identified in the
Customer Information Sheet attached hereto and made a part hereof as though fully set forth
herein, such Customer Information Sheet to be updated from time to time upon written notice
to the Bank from the Customer (the “Customer Information Sheet”) and that the tax
identification number of such Person is set forth opposite such Person’s name on such
Customer Information Sheet.
(e) The Customer represents and warrants that the information contained in the attached
Customer Information Sheet is complete and accurate in all respects as of the date hereof
and the Customer acknowledges and affirms that the Bank may rely upon the accuracy and
completeness of the information contained in the Customer Information Sheet in complying
with its obligations under applicable laws and regulations.
(f) The Customer represents and warrants that all recitals contained herein are true
and correct in all respects.
9. The Bank’s Responsibilities. The Bank’s duties and responsibilities shall only be
those expressly set forth in this Agreement. The Bank hereby agrees that it shall at all times
during the term of this Agreement exercise its reasonable care and efforts in performing its
obligations hereunder. The Bank will perform such obligations and responsibilities in accordance
with all applicable laws, including, but not limited to Securities and Exchange Commission (SEC”)
rules and regulations. The Bank intends to rely on previously obtained exemptive relief orders
issued by SEC in performing its responsibilities under this Agreement. Neither the Bank nor its
agents shall be responsible for any loss or liability arising from their performance of the Bank’s
duties under this Agreement, except for direct loss or liability (but not
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consequential or punitive damages) arising from the Bank’s, or its agent’s, willful
misfeasance, bad faith or negligence in the performance of the Bank’s duties under this Agreement.
In no event shall the Bank be liable for special, indirect or consequential damages, or lost
profits or loss of business, arising under or in connection with this Agreement, even if previously
informed of the possibility of such damages and regardless of the form of action.
10. Customer Responsibilities.
(a) The Customer agrees to (i) promptly notify the Bank of any change that the Customer
wishes to make to Exhibit A, (ii) promptly notify the Bank if any information contained in
the Customer Information Sheet becomes inaccurate or untrue and (iii) indemnify the Bank for
any losses resulting from the Customer’s failure to adhere to the provisions of Subsection
(a) of this Section 11.
(b) The Customer agrees that, to the extent any loss arising out of investments of Cash
Collateral in the manner described in Subsection 3(g), results in a deficiency in the amount
of Collateral available for return to a Borrower, the Customer shall pay to the Bank, on
demand, cash in an amount equal to such deficiency.
(c) The Customer acknowledges that the Bank is acting as an agent on the Customer’s
behalf in connection with the lending of the Customer’s assets and the investment of cash
received as Collateral for such Loans. The Customer understands that it bears the risks of
investment loss, including any decline in value of Cash Collateral investment and loss
resulting from any securities lending default by a Borrower.
(d) The Customer acknowledges that it is responsible for paying any taxes that are
incurred as a result of Loans made on behalf of the Customer, and the Customer agrees that
it shall reimburse the Bank for any taxes paid on Customer’s behalf by the Bank.
(e) The Customer agrees to reimburse the Bank and to hold the Bank harmless from and
against any and all costs, expenses, damages, liabilities or claims, including reasonable
fees and expenses of counsel incurred by the Bank which the Bank may sustain or incur or
which may be asserted against the Bank by reason of or as a result of any action taken or
omitted by the Bank in connection with operating under this Agreement (including, but not
limited to, actions or omissions related to the lending of Securities to Borrowers or the
holding or investment of Collateral or resulting from the Customer’s failure to comply with
its obligations under Section 11(a) hereof) other than those costs, expenses, damages,
liabilities or claims arising out of the Bank’s negligence, bad faith or willful
misfeasance, as adjudicated by a court of competent jurisdiction. The foregoing shall be a
continuing obligation of the Customer and the Customer’s successors and assigns,
notwithstanding the termination of any Loans hereunder or of this Agreement. The Bank may
charge any amounts to which it is entitled hereunder against the account in which the
Customer’s Securities are held.
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11. Indemnification.
(a) In the event of a Borrower’s material default of the terms and conditions of the
Borrower Agreement, the Bank shall:
(i) take all actions the Bank deems appropriate, in its discretion, to
liquidate the Collateral,
(ii) at its own expense, but subject to the Customer’s obligations pursuant to
Section 11(c) hereto, replace as soon as reasonably practicable such Loaned
Securities with identical securities or the equivalent thereof in the event of a
reorganization, recapitalization or merger of the issuer of the Loaned Securities,
or
(iii) if the Bank is unable to obtain replacement securities, the Bank shall
provide the Customer with immediately available funds in an amount equal to the
Market Value of such Loaned Securities. The Market Value shall be calculated (1) in
the case of a Borrower insolvency, on the date of such insolvency, or (2) in the
case of a Borrower’s failure to return Loaned Securities, on the date that the Bank
deposits funds to the Customer’s account.
(b) If the Market Value of the Collateral on the date of such replacement or credit is
less than that which is required to purchase replacement securities or to provide equivalent
funds to the Customer as a result of a decrease in the Market Value of investments of Cash
Collateral, the Bank will not be responsible for such decrease. In such event, the Bank
shall purchase and deposit replacement securities, or deposit cash to the Customer’s
account, in an amount equal to the then current Market Value of Cash Collateral investments.
If the Market Value of the Collateral on the date of such replacement or credit is less than
that which is required to purchase replacement securities or to credit equivalent funds to
Customer’s account as a result of any reason other than a decrease in the Market Value of
investments of Cash Collateral, Bank shall pay such additional amounts as are necessary to
purchase replacement securities in an amount equal to the Market Value of such Loaned
Securities or credit equivalent funds to Customer’s account as of the date of such
replacement. The Bank shall not be liable for any appreciation in the Market Value of the
Loaned Securities subsequent to such date.
(c) The Customer agrees that the Bank shall be subrogated to the rights of the Customer
in the Collateral and against the Borrower to the extent of any amount paid by the Bank to
the Customer hereunder.
(d) Except as provided for herein, the Bank shall have no additional liability to the
Customer relating to any Borrower’s failure to return Loaned Securities and no duty or
obligation to take action to effect payment by a Borrower of any amounts owed by such
Borrower pursuant to the Borrower Agreement.
(e) Notwithstanding the foregoing, the Bank shall not be required to act inconsistently
with (i) any court or government agency order regarding such Collateral or (ii) the Borrower
Agreement.
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(f) With respect to its use in this Section 12, a Borrower’s “insolvency” is defined to
mean any of the following: (i) the Borrower shall commence any case or proceeding under any
bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law, or seek the
appointment of a receiver, conservator, trustee, custodian or similar official for such
party or any substantial part of its property; (ii) any case, proceeding or appointment
referred to in the preceding Clause (i) shall be commenced against the Borrower, or any
application shall be filed against the Borrower for a protective decree under the provisions
of the Securities Investor Protection Act of 1970 as amended, any of which (aa) is consented
to or not timely contested by the Borrower, (bb) results in the entry of any order for
relief, such an appointment, the issuance of such a protective decree or the entry of any
order having a similar effect, or (cc) is not dismissed within 15 days; (iii) the Borrower
shall make a general assignment for the benefit of creditors; or (iv) the Borrower shall
admit in writing its inability to pay its debts as they become due.
12. Agreement Modification. This Agreement, together with the Exhibits hereto,
contains a complete statement of the parties with respect to its subject matter, supersedes all
existing agreements between them concerning the subject and cannot be amended or modified in any
manner except by a written agreement executed by all parties hereto. Notwithstanding the
foregoing, Exhibit A may be amended in the manner set forth in the definition of “Borrower”
contained in Section 1 and the fee schedule set forth in Exhibit B may be renegotiated and amended
in the manner set forth in Section 8(a).
13. Notice. Any notice required to be given in writing under this Agreement shall be
delivered by hand or mailed by registered mail, postage prepaid, to FAF Advisors, Inc., 000
Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Securities Lending, or such other address
provided by the Bank, and to the Customer at the most recent address of such party provided to the
Bank.
14. Termination. This Agreement may be terminated at any time by the Bank or the
Customer upon thirty (30) days prior written notice to the other party. All outstanding Loans,
unless a Customer shall specify otherwise, shall remain outstanding until such Loans terminate
pursuant to the securities loan agreement with Borrower, even if such date is past the termination
date established by either party pursuant to this Section 15 (but subject to Section 7 and to any
other agreement between the Customer and the Bank).
15. Assignment. This Agreement shall not be assignable by the Bank or the Customer
without the written consent of the other party, except that the Bank may assign this Agreement to
an affiliate of the Bank. Subject to the preceding sentence hereof, this Agreement shall be
binding upon and shall inure to the benefit of the parties and their respective successors and
assigns.
16. Governing Law. This Agreement shall be construed and enforced in accordance with
the laws of the State of Minnesota without reference to its conflicts or choice of law principles.
18. 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
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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 Agreement and Declaration of Trust.
[The remainder of this page is intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the day and year
first above written.
| BB&T FUNDS, on behalf of BB&T US TREASURY MONEY MARKET FUND |
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| By: | ||||
| Name: | ||||
| Its: | ||||
[Customer Signature Page]
| U.S. BANK NATIONAL ASSOCIATION |
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| By: | ||||
| Name: | ||||
| Its: | ||||
[U.S. Bank Signature Page]
EXHIBIT A
APPROVED BORROWERS
The following entities are pre-approved as “Borrowers” pursuant to Section 1 of the Agreement
unless the Customer places an “X” on the line across from a Borrower name.
ABN Amro Bank N.V. New York Branch
|
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ABN Amro Incorporated |
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Ameritrade Clearing |
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Bank of America Securities, LLC |
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Barclays Capital Inc. |
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Bear, Xxxxxxx and Co. Inc. |
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Bear, Xxxxxxx Securities Corp. |
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BNP Paribas Securities Corp. |
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Calyon Securities (USA) Inc. |
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Cantor Xxxxxxxxxx Securities |
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CIBC World Markets |
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Citadel Trading Group, LLC |
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Citigroup Global Markets, Inc. |
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Credit Suisse Securities (USA) LLC |
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Deutsche Bank NA |
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Deutsche Bank Securities, Inc. |
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Dresdner Kleinwort Xxxxxxxxxxx Securities, LLC |
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Xxxxxxx, X.X. Inc. |
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First Clearing, LLC (Wachovia Corp.) |
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Fortis Securities, LLC |
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Xxxxxxx Sachs & Co., Incorporated |
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RBS Greenwich Capital, Inc. |
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HSBC Securities (USA), Inc. |
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ING Financial Markets, LLC |
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Xxxxxxxxx & Company, Inc. |
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Xxxxxx Brothers, Inc. |
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Xxxxxxx Xxxxx Government Securities Inc. |
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Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Inc. |
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Xxxxxx Xxxxxxx & Co., Inc. |
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X.X. Xxxxxx Securities, Inc. |
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X.X. Xxxxxx Xxxxx Bank |
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Paloma Securities, LLC |
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Xxxxxxx Xxxxx & Associates, Incorporated |
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RBC Xxxx Xxxxxxxx |
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RBC Capital Markets Corporation |
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SG Americas Securities, LLC |
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Societe Generale, New York Branch |
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Swiss American Securities, Incorporated |
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UBS Securities LLC |
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Wachovia Bank NA |
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Wachovia Securities, Inc. |
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Please Initial Here to Approve Borrowers
Exh. A-1
EXHIBIT B
SECURITIES LENDING FEE
The Customer shall pay to the Bank monthly fees for administering the securities lending program.
The fee shall be calculated daily against the net income earned by the Customer on such date and
shall equal 25% of the Customer’s net income. The monthly fee shall be calculated and retained by
the Bank out of the Customer’s aggregate net income for such month; provided, however, that if the
fee is not so retained, the Customer shall pay such fee upon request from the Bank.
CUSTOMER INFORMATION SHEET
Please provide the Bank with the following information:
Name:
Tax identification number:
Principal place of business:
State and nation of incorporation or organization:
Address (or the address of
your registered agent) within
state of incorporation or organization:
your registered agent) within
state of incorporation or organization:
Please set forth below the name of each entity which owns, controls or possesses securities which
may be lent pursuant to the Customer Agreement and the tax identification number of such entity
(attach additional pages if necessary):
| Name | Tax ID | |
