EXHIBIT (h)(1)(ii)
FORM OF
AMENDMENT TO
ADMINISTRATION AGREEMENT
This Amendment (the "Amendment") dated as of November __, 2006 amends the
Amended and Restated Administration Agreement dated as of January 31, 2005, as
amended and restated on May 1, 2005, between BB&T Funds (the "Trust"), a
Massachusetts business trust, and BB&T Asset Management, Inc. ("BB&T"), an
investment adviser registered with the Securities and Exchange Commission, (as
such agreement has been amended to date, the "Agreement").
WHEREAS, pursuant to the Agreement, BB&T performs certain services for the
Trust and the investment portfolios of the Trust; and
WHEREAS, the parties wish to extend and amend the term of the Agreement.
NOW THEREFORE, the Trust and BB&T, in exchange for good and valuable
consideration, the receipt and sufficiency of which is acknowledged by the
parties, agree as follows:
1. Extension of Initial Term; Automatic Termination.
Schedule A to the Agreement is hereby amended to extend the end of the
Initial Term to April 30, 2007 and to provide that at the end of the Initial
Term, the Agreement automatically terminates.
2. Miscellaneous.
(a) Capitalized terms used but not defined in this Amendment have the
respective meanings ascribed to them in the Agreement.
(b) This Amendment supersedes all prior negotiations, understandings
and agreements with respect to the subject matter covered in this Amendment,
whether written or oral.
(c) Except as expressly set forth in this Amendment, the Agreement
remain unchanged and in full force and effect.
(d) This Amendment may be executed in counterparts, each of which
shall be an original but all of which, taken together, shall constitute one and
the same agreement.
(e) Paragraph headings in this Amendment are included for convenience
only and are not to be used to construe or interpret this Amendment.
* * * * *
IN WITNESS WHEREOF, a duly authorized officer of each party has signed this
Amendment as of the date set forth above.
BB&T Funds
By:
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Name:
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Title:
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BB&T Asset Management, Inc.
By:
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Name:
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Title:
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