EXHIBIT (h)(9)
FORM OF
COMPLIANCE SUPPORT SERVICES AGREEMENT
THIS AGREEMENT is made as of April 23, 2007 by and between BB&T VARIABLE
INSURANCE FUNDS, a Massachusetts business trust (the "Trust") and PFPC INC., a
Massachusetts corporation ("PFPC").
WITNESSETH:
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Trust wishes to retain PFPC to provide the compliance support
services set forth on Exhibit A attached hereto and made a part hereof and as
such Exhibit A may be amended from time to time and PFPC wishes to furnish such
services;
NOW, THEREFORE in consideration of the premises and the mutual covenants
herein contained, and intending to be legally bound hereby the parties hereto
agree as follows:
1. DEFINITIONS. As used in this Agreement:
(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
(c) "Authorized Person" means any officer of the Trust and any other
person duly authorized by the Trust's Board of Trustees to give Oral
Instructions and Written Instructions on behalf of the Trust. An
Authorized Person's scope of Authority may be limited by setting forth
such limitation in a written document signed by both parties hereto.
(e) "Fund" means any series of the Trust.
(e) "Oral Instructions" mean oral instructions received by PFPC from an
Authorized Person or from a person reasonably believed by PFPC to be
an Authorized Person. PFPC may, in its sole discretion in each
separate instance, consider and rely upon instructions it receives
from an Authorized Person via electronic mail as Oral Instructions.
(f) "SEC" means the Securities and Exchange Commission.
(g) "Securities Laws" mean the 1933 Act, the 1934 Act and the 1940 Act.
(h) "Shares" mean the shares of beneficial interest of any series or class
of the Trust.
(i) "Written Instructions" mean (i) written instructions signed by an
Authorized Person and received by PFPC or (ii) trade instructions
transmitted (and received by PFPC) by means of an electronic
transaction reporting system access to which requires use of a
password or other authorized identifier. The instructions may be
delivered electronically (with respect to sub-item (ii) above) or by
hand, mail, tested telegram, cable, telex or facsimile sending device.
2. APPOINTMENT. As of the date first set forth above, the Trust hereby
appoints PFPC to provide compliance support services to each of the Funds
on Exhibit B in accordance with the terms set forth in this Agreement. PFPC
accepts such appointment and agrees to furnish such services.
3. COMPLIANCE WITH GOVERNMENT RULES AND REGULATIONS. PFPC undertakes to comply
with all applicable laws, rules and regulations, including, without
limitation, applicable requirements of the Securities Laws, and all
applicable rules and regulations promulgated by the SEC thereunder. Except
as specifically set forth herein, PFPC assumes no responsibility for such
compliance by the Trust or any other entity.
4. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, PFPC shall act only upon
Oral Instructions or Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instruction or Written
Instruction it receives from an Authorized Person (or from a person
reasonably believed by PFPC to be an Authorized Person) pursuant to
this Agreement. PFPC may assume that any Oral Instructions or Written
Instruction received hereunder is not in any way inconsistent with the
provisions of organizational documents or of any vote, resolution or
proceeding of the Trust's Board of Trustees or of the Trust's
shareholders, unless and until PFPC receives Written Instructions to
the contrary.
(c) The Trust agrees to forward to PFPC Written Instructions confirming
Oral Instructions so that PFPC receives the Written Instructions by
the close of business on the same day that such Oral Instructions are
received. The fact that such confirming Written Instructions are not
received by PFPC or differ from the Oral Instructions shall in no way
invalidate the transactions or enforceability of the transactions
authorized by the Oral Instructions or PFPC's ability to rely upon
such Oral Instructions.
5. RIGHT TO RECEIVE ADVICE.
(a) Advice of the Trust. If PFPC is in doubt as to any action it should or
should not take, PFPC may request Written Instructions from the Trust.
(b) Advice of Counsel. If PFPC shall be in doubt as to any question of law
pertaining to any action it should or should not take with respect to
the Trust, PFPC may (i) upon prior written notice to and after
receiving written approval from, the Trust,
request advice from the Trust's counsel ("Trust Counsel") at the
Trust's expense; or (ii) upon prior notice to the Trust, request
advice from PFPC's counsel ("PFPC Counsel") at PFPC's own expense.
(c) Conflicting Advice. In the event of a conflict between directions or
advice or Oral Instructions or Written Instructions PFPC receives from
the Trust and the advice PFPC receives from Trust Counsel, PFPC may,
in good faith, rely upon and follow the advice of such Trust Counsel,
provided that reasonable prior written notice has been given to the
Trust. In the event of a conflict between directions or advice or Oral
Instructions or Written Instructions PFPC receives from the Trust and
the advice PFPC receives from PFPC Counsel, PFPC shall notify the
Trust in writing regarding such conflict. The Trust shall, within a
reasonable period of time after receipt of such notice, notify PFPC in
writing of its agreement or disagreement to any actions or any
omissions to act PFPC proposes to take pursuant to PFPC Counsel's
advice. If the Trust (i) does not respond to PFPC within a reasonable
time; or (ii) responds with agreement to PFPC's proposed actions or
omissions PFPC proposes to take pursuant to PFPC Counsel's advice;
then PFPC may, in good faith, rely upon and follow the advice of PFPC
Counsel. However, in the event where the Trust has timely notified
PFPC in writing of its disagreement with PFPC's proposed actions or
omissions, PFPC and the Trust shall consult with each other in good
faith to reach agreement on the actions or omissions that are the
subject of the Trust's objection. If, after such consultations, PFPC
and the Trust are unable to agree on the actions or omissions in
question, PFPC and the Trust shall consult independent counsel
reasonably acceptable to both parties ("Independent Counsel"), the
expense of such Independent Counsel to be split 50/50 between PFPC and
the Trust, and PFPC may, after such advice is delivered to PFPC and
the Trust, follow and rely upon the advice of such Independent
Counsel.
(d) Protection of PFPC. PFPC shall be indemnified by the Trust and without
liability for any action PFPC takes or does not take in reliance upon
directions or advice or Oral Instructions or Written Instructions PFPC
receives from or on behalf of the Trust or from Trust Counsel or, if
PFPC follows and acts in accordance with the provisions of paragraph
(c) hereof, PFPC Counsel or Independent Counsel, as applicable;
provided PFPC believes, in good faith, that such action or inaction is
consistent with those directions or advice and Oral Instructions or
Written Instructions. Nothing in this section shall be construed so as
to impose an obligation upon PFPC (i) to seek such directions or
advice or Oral Instructions or Written Instructions, or (ii) to act in
accordance with such directions or advice or Oral Instructions or
Written Instructions.
6. RECORDS; VISITS. The books and records pertaining to the Trust and the
Funds which are in the possession or under the control of PFPC shall be the
property of the Trust. The Trust and Authorized Persons, shall have access
to such books and records at all times during PFPC's normal business hours.
Upon the reasonable request of the Trust, copies of any such books and
records shall be provided by PFPC to the Trust or to an Authorized Person
at the Trust's expense.
7. CONFIDENTIALITY. Each party shall keep confidential any information
relating to the other party's business ("Confidential Information").
Confidential Information shall include (a) any data or information that is
competitively sensitive material, and not generally known to the public,
including, but not limited to, information about investments, investment
strategies, investment research, research and portfolio management
methodologies, product plans, marketing strategies, finances, operations,
customer relationships, customer profiles (including nonpublic financial
and other information relating to customers), customer lists, sales
estimates, business plans, and internal performance results relating to the
past, present or future business activities of the Trust or PFPC or their
respective subsidiaries and affiliated companies; (b) any scientific or
technical information, design, process, procedure, formula, or improvement
that is commercially valuable and secret in the sense that its
confidentiality affords the Trust or PFPC a competitive advantage over its
competitors; (c) all confidential or proprietary concepts, documentation,
reports, data, specifications, computer software, source code, object code,
flow charts, databases, inventions, know-how, and trade secrets, whether or
not patentable or copyrightable, of the Trust or PFPC; and (d) anything
designated as confidential, by the Trust or PFPC. Notwithstanding the
foregoing, information shall not be Confidential Information and shall not
be subject to such confidentiality obligations if it: (1) is already known
to the receiving party at the time it is obtained; (2) is or becomes
publicly known or available through no wrongful act of the receiving party;
(3) is rightfully received from a third party who, to the best of the
receiving party's knowledge, is not under a duty of confidentiality; or (4)
is released by the protected party to a third party without restriction.
Confidential Information may be disclosed by the receiving party (the party
that received the Confidential Information from the protected party) where
the Confidential Information: (1) is required to be disclosed by the
receiving party pursuant to a court order, subpoena, governmental or
regulatory agency request or order made pursuant to applicable law,
provided that the receiving party has provided the protected party prior
written notice of the same, to the extent such notice is not prohibited by
law; or (2) is reasonably relevant to the defense of any claim or cause of
action asserted against the receiving party provided that the receiving
party has provided the protected party prior written notice of the same, to
the extent such notice is not prohibited by law; (3) is Trust information
provided by PFPC in connection with an independent third party compliance
or other review; provided that the recipient is bound by a duty of
confidentiality; or (4) release of such information by PFPC is necessary in
connection with the provision of services under this Agreement, provided
that the recipient is bound by a duty of confidentiality. The provisions of
this Section 7 shall survive termination of this Agreement for a period of
three (3) years after such termination.
8. LIAISON WITH ACCOUNTANTS. [Intentionally Omitted].
9. PFPC SYSTEM. PFPC shall retain title to and ownership of any and all data
bases, computer programs, screen formats, report formats, interactive
design techniques, derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts, expertise, patents, copyrights, trade
secrets, and other related legal rights utilized by PFPC in connection with
the services provided by PFPC to the Trust. Notwithstanding the foregoing,
the parties acknowledge that the Trust shall retain all ownership rights in
Trust data which resides on PFPC System.
10. DISASTER RECOVERY. PFPC shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provisions for
emergency use of electronic data processing equipment to the extent
appropriate equipment is available. In the event of equipment failures,
PFPC shall, at no additional expense to the Trust, take reasonable steps to
minimize service interruptions. PFPC shall have no liability with respect
to the loss of data or service interruptions caused by equipment failure
provided such loss or interruption is not caused by PFPC's own willful
misfeasance, bad faith, gross negligence or reckless disregard of its
duties or obligations under this Agreement.
11. COMPENSATION. As compensation for services rendered by PFPC during the term
of this Agreement, the Trust, on behalf of each Fund, will pay to PFPC a
fee or fees as may be agreed to in writing by the Trust and PFPC. In
addition, the Trust agrees to pay, and will be billed separately in arrears
for, reasonable expenses incurred by PFPC in the performance of its duties
hereunder.
12. INDEMNIFICATION.
(a) The Trust agrees to indemnify and hold harmless PFPC and its
affiliates from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, attorneys' fees and
disbursements and liabilities arising under the Securities Laws and
any state and foreign securities and blue sky laws) ("Losses") arising
directly or indirectly from any appropriate and reasonable action or
omission to act which PFPC takes in connection with the provision of
services to the Trust. Neither PFPC, nor any of its affiliates, shall
be indemnified against any liability (or any expenses incident to such
liability) caused by PFPC's or its affiliates' material and uncured
breach of any term of this Agreement or PFPC's
or its affiliates' willful misfeasance, bad faith, gross negligence or
reckless disregard in the performance of PFPC's activities under this
Agreement. Any amounts payable by the Trust hereunder shall be
satisfied only against the relevant Fund's assets and not against the
assets of any other investment portfolio of the Trust.
(b) PFPC agrees to indemnify and hold harmless the Trust and its
affiliates from all Losses arising from PFPC's or its affiliates'
material and uncured breach of any term of this Agreement or PFPC's or
its affiliates' willful misconduct, bad faith, gross negligence or
reckless disregard in the performance of PFPC's activities under this
Agreement.
(c) In any case in which one party hereto (the "Indemnifying Party") may
be asked to indemnify or hold the other party hereto (the "Indemnified
Party") harmless, the Indemnified Party will notify the Indemnifying
Party promptly after identifying any situation which it believes
presents or appears likely to present a claim for indemnification (an
"Indemnification Claim") against the Indemnifying Party, although the
failure to do so shall not prevent recovery by the Indemnified Party
(except to the extent the Indemnifying Party shows that the delay
prejudiced the defense of the action), and shall keep the Indemnifying
Party advised with respect to all developments concerning such
situation. The Indemnifying Party may participate in the defense of
against, and shall have the option to defend the Indemnified Party
against, any Indemnification Claim which may be the subject of this
indemnification, and, in the event that the Indemnifying Party so
elects to assume the defense, such defense shall be conducted by
counsel chosen by the
Indemnifying Party and satisfactory to the Indemnified Party, and
thereupon the Indemnifying Party shall take over complete defense of
the Indemnification Claim and the Indemnified Party shall sustain no
further legal or other expenses in respect of such Indemnification
Claim (except for reasonable investigation costs). In the event that
the Indemnifying Party does not elect to assume the defense of any
such suit within 15 days of its receipt of notice of the
Indemnification Claim, or in case the Indemnified Party reasonably
does not approve of counsel chosen by the Indemnifying Party, or in
case there is a conflict of interest between the Indemnifying Party or
the Indemnified Party, the Indemnifying Party will reimburse the
Indemnified Party for the fees and expenses of any counsel retained by
the Indemnified Party. The Indemnified Party will not confess any
Indemnification Claim or make any compromise in any case in which the
Indemnifying Party will be asked to provide indemnification, except
with the Indemnifying Party's prior written consent (which shall not
be unreasonably withheld, delayed or conditioned); provided that if
the Indemnifying Party fails to participate in or assume the defense
within 15 days after receiving notice of the action, the Indemnifying
Party is bound by any determination made in the action or by any
compromise or settlement made by the other party.
(d) The provisions of this Section 12 shall survive termination of this
Agreement.
13. RESPONSIBILITY OF PFPC.
(a) PFPC shall be under no duty to take any action hereunder on behalf of
the Trust except as specifically set forth herein or as may be
specifically agreed to by PFPC and the Trust in a written amendment
hereto. PFPC shall be obligated to exercise
care and diligence in the performance of its duties hereunder and to
act in good faith in performing services provided for under this
Agreement. PFPC shall be liable only for any damages arising out of
PFPC's failure to perform its duties under this Agreement to the
extent such damages arise out of PFPC' material and uncured breach of
this Agreement, willful misfeasance, bad faith, gross negligence or
reckless disregard of such duties.
(b) Notwithstanding anything in this Agreement to the contrary, (i) PFPC
shall not be liable for losses, delays, failure, errors, interruption
or loss of data occurring directly or indirectly by reason of
circumstances beyond its reasonable control, including without
limitation acts of God; action or inaction of civil or military
authority; public enemy; war; terrorism; riot; fire; flood; sabotage;
epidemics; labor disputes; civil commotion; interruption, loss or
malfunction of utilities, transportation, computer or communications
capabilities; insurrection; elements of nature; or non-performance by
a third party (unless such third party was engaged by PFPC); provided
that PFPC has adopted and implemented a commercially reasonable
Disaster Recovery Plan; and (ii) PFPC shall not be under any duty or
obligation to inquire into and shall not be liable for the validity or
invalidity, authority or lack thereof, or truthfulness or accuracy or
lack thereof, of any instruction, direction, notice, instrument or
other information which PFPC reasonably believes to be genuine.
(f) Notwithstanding anything in this Agreement to the contrary, neither
PFPC nor its affiliates shall be liable for any consequential, special
or indirect losses or damages, whether or not the likelihood of such
losses or damages was known by
PFPC or its affiliates.
(d) Each party shall have a duty to mitigate damages for which the other
party may become responsible.
(e) Notwithstanding anything in this Agreement to the contrary, PFPC shall
have no liability either for (i) any error or omission of any of its
predecessors as servicer on behalf of the Trust or (ii) for any
failure to discover any such error or omission, provided that, once
PFPC has performed the services under this Agreement and in the
ordinary course of performing the services should reasonably have
discovered such an error or omission, PFPC will no longer be protected
under this Section 13(e)(ii) for damages caused by such failure.
(f) The provisions of this Section 13 shall survive termination of this
Agreement.
14. DESCRIPTION OF SERVICES. PFPC will perform the compliance support services
set forth on Exhibit A to this Agreement. Compliance support services are
administrative in nature and are not, nor shall they be, construed as,
legal advice to or the provision of legal services for or on behalf of the
Trust or any other person. Compliance support services performed by PFPC
will be at the request and direction of the Trust and its Chief Compliance
Officer ("CCO"). PFPC disclaims liability to the Trust, and the Trust is
solely responsible, for the selection, qualifications and performance of
the Trust's CCO and the adequacy and effectiveness of the Trust's
compliance program and infrastructure.
15. DURATION AND TERMINATION.
(a) This Agreement shall be effective on the date first written above and
unless terminated pursuant to its terms shall shall continue for a
period of three (3) years (the "Initial Term").
(b) Upon the expiration of the Initial Term, this Agreement shall
automatically renew for successive terms of one (1) year ("Renewal
Terms") each, unless the Trust or PFPC provides written notice to the
other party of its intent not to renew or unless otherwise terminated
as provided herein. Such notice must be received not less than sixty
(60) days prior to the expiration of the Initial Term or the then
current Renewal Term.
(c) In the event of termination, all reasonable expenses associated with
movement of records and materials and conversion thereof to a
successor compliance support service provider will be borne by the
Trust and paid to PFPC prior to any such conversion.
(d) This Agreement may be terminated (i) by mutual agreement of the
parties or (ii) for "cause" upon the provision of sixty (60) days
advance written notice by the party alleging cause. For purposes of
this Agreement, "cause" shall mean (i) a material breach of this
Agreement that has not been remedied for thirty (30) days following
written notice of such breach from the non-breaching party; (ii) a
final finding or determination of fault or culpability the party not
alleging cause (the "Affected Party") or its affiliates following
formal proceedings against said Affected Party or its affiliates by
the SEC, NASD, or any federal or state regulatory body, which finding
or determination, relates to or affects PFPC's or the Trust's
obligations under this Agreement, if the party seeking termination
reasonably determines that such finding or determination, or the facts
on which such finding or determination are based (A) has a material
likelihood of preventing or materially and adversely impacting PFPC's
or the Trust's
performance of, or ability to perform, its obligations under this
Agreement or (B) relates to or involves criminal or unethical behavior
in the conduct of the Affected Party's conduct of services to be
provided by this Agreement; (iii) a final, unappealable judicial,
regulatory or administrative ruling or order in which the party to be
terminated has been found guilty or criminal or unethical behavior in
the conduct of its business; or (iv) financial difficulties on the
part of the party to be terminated which are evidenced by the
authorization or commencement of, or involvement by way of pleading,
answer, consent or acquiescence in, a voluntary or involuntary case
under Title 11 of the United States Code, as from time to time is in
effect, or any applicable law, other than said Title 11, of any
jurisdiction relating to the liquidation or reorganization of debtors
or to the modification or alteration of the rights of creditors. PFPC
shall not terminate this Agreement pursuant to clause (i) above based
solely on the Trust's failure to pay an amount to PFPC which is the
subject of a bond fide good faith dispute, if (A) the Trust is
attempting in good faith to resolve such dispute with as much
expediency as may be possible under the circumstances, and (B) the
Trust continues to perform its obligations hereunder in all other
material respects (including paying all fees and expenses not subject
to such a dispute hereunder); and (C) promptly upon resolution of such
a dispute, the Trust promptly pays PFPC the amount mutually agreed was
due PFPC, if any.
(e) Notwithstanding anything contained in this Agreement to the contrary,
should a merger, acquisition, change in control, re-structuring,
re-organization result in the Trust's desire to cease to use PFPC as
the provider of the services set forth
hereunder in favor of another service provider prior to the expiration
of the then current Initial or Renewal Term, PFPC shall make a good
faith effort to facilitate a conversion of services to the Trust's
successor service provider, however, there can be no guarantee that
PFPC will be able to facilitate such a conversion of services on the
conversion date requested by the Trust. In connection with the
foregoing and prior to such conversion to the successor service
provider, the payment of all fees to PFPC as set forth herein shall be
accelerated to a date prior to the conversion or termination of
services and calculated as if the services had remained with PFPC
until the expiration of the then current Initial or Renewal Term and
calculated at the asset and/or Shareholder account levels, as the case
may be, on the date notice of termination was given to PFPC.
(f) Notwithstanding anything contained in this Agreement to the contrary,
this Agreement will terminate automatically as of the date the
Sub-Administration Services Agreement, by and between PFPC and BB&T
Asset Management, Inc. dated as of December 18, 2006 is terminated in
accordance with its terms.
16. NOTICES. Notices shall be addressed (a) if to PFPC, at 000 Xxxxxxxx
Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: President (or such other
address as PFPC may inform the Trust in writing); (b) if to the Trust, at
000 Xxxxxxxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxx, XX 00000, Attention:
President (or such other address as the Trust may inform PFPC in writing)or
(c) if to neither of the foregoing, at such other address as shall have
been given by like notice to the sender of any such notice or other
communication by the other party. If notice is sent by confirming telegram,
cable, telex or facsimile sending device, it shall be deemed to have been
given immediately. If notice is sent by first-class
mail, it shall be deemed to have been given three days after it has been
mailed. If notice is sent by messenger, it shall be deemed to have been
given on the day it is delivered.
17. AMENDMENTS. No amendment to this agreement will be valid unless made in
writing and executed by both parties hereto.
18. DELEGATION; ASSIGNMENT. PFPC may assign its rights and delegate its duties
hereunder to any majority-owned direct or indirect subsidiary of PFPC or of
The PNC Financial Services Group, Inc., provided that PFPC gives the Trust
thirty (30) days' prior written notice of such assignment or delegation.
19. COUNTERPARTS. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
20. FURTHER ACTIONS. Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof.
21. MISCELLANEOUS.
(i) Notwithstanding anything in this Agreement to the contrary, the Trust
agrees not to make any modifications to its registration statement or
adopt any policies which would affect materially the obligations or
responsibilities of PFPC hereunder without the prior written approval
of PFPC, which approval shall not be unreasonably withheld or delayed.
(j) During the term of this Agreement and for one year thereafter, the
Trust shall not knowingly solicit or recruit for employment or hire
any of PFPC's employees. To "knowingly" solicit, recruit or hire
within the meaning of this provision does not include, and therefore
does not prohibit, solicitation, recruitment or hiring of a
PFPC employee by the Trust if PFPC employee was identified by such
entity solely as a result of PFPC employee's response to a general
advertisement by such entity in a publication of trade or industry
interest or other similar general solicitation by such entity.
(k) Except as expressly provided in this Agreement, PFPC hereby disclaims
all representations and warranties, express or implied, made to the
Fund or any other person, including, without limitation, any
warranties regarding quality, suitability, merchantability, fitness
for a particular purpose or otherwise (irrespective of any course of
dealing, custom or usage of trade), of any services or any goods
provided incidental to services provided under this Agreement. PFPC
disclaims any warranty of title or non-infringement except as
otherwise set forth in this Agreement.
(l) This Agreement embodies the entire agreement and understanding between
the parties and supersedes all prior agreements and understandings
relating to the subject matter hereof, provided that the parties may
embody in one or more separate documents their agreement, if any, with
respect to delegated duties. The captions in this Agreement are
included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their
construction or effect. Notwithstanding any provision hereof, the
services of PFPC are not, nor shall they be, construed as constituting
legal advice or the provision of legal services for or on behalf of
the Trust or any other person.
(m) This Agreement shall be deemed to be a contract made in Massachusetts
and governed by Massachusetts law, without regard to principles of
conflicts of law.
(n) If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and
their respective successors and permitted assigns.
(o) The facsimile signature of any party to this Agreement shall
constitute the valid and binding execution hereof by such party.
(p) To help the U.S. government fight the funding of terrorism and money
laundering activities, U.S. Federal law requires each financial
institution to obtain, verify, and record certain information that
identifies each person who initially opens an account with that
financial institution on or after October 1, 2003. Certain of PFPC's
affiliates are financial institutions, and PFPC may, as a matter of
policy, request (or may have already requested) the Trust's name,
address and taxpayer identification number or other government-issued
identification number, and, if such party is a natural person, that
party's date of birth. PFPC may also ask (and may have already asked)
for additional identifying information, and PFPC may take steps (and
may have already taken steps) to verify the authenticity and accuracy
of these data elements.
(i) PFPC, or an affiliate of PFPC, shall maintain for PFPC a fidelity bond
covering larceny and embezzlement and an insurance policy with respect
to directors and officers and errors and omissions coverage of not
less than $25 million. Upon the request of the Trust, PFPC shall
provide evidence that coverage is in place. PFPC shall notify the
Trust should the insurance coverage with respect to professional
liability errors and omissions and fidelity bond coverage be canceled.
PFPC shall
notify the Trust of any material claims against it with respect to
service performed under this Agreement.
(j) The parties expressly agree 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.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
By:
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Name:
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Title:
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BB&T VARIABLE INSURANCE FUNDS
By:
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Name:
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Title:
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EXHIBIT A
COMPLIANCE SUPPORT SERVICES
Description Frequency
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PROVISION OF COMPLIANCE POLICIES AND PROCEDURES FOR EACH ANNUALLY, WITH INTERIM UPDATES ON AN
APPLICABLE PFPC LINE OF BUSINESS, SUMMARY PROCEDURES THEREOF, AS-NEEDED BASIS.
AND A CERTIFICATION LETTER ATTESTING TO COMPLIANCE WITH SUCH
POLICIES AND PROCEDURES.
ASSISTANCE IN DRAFTING/UPDATING THE TRUST'S COMPLIANCE FIRST YEAR SERVICE; ANNUAL UPDATE THEREAFTER.
POLICIES AND PROCEDURES.
LOADING OF THE TRUST'S AND ITS SERVICE PROVIDERS' POLICIES INITIAL SET UP AND FIRST YEAR MAINTENANCE PER
AND PROCEDURES, SUMMARIES OF THOSE POLICIES AND PROCEDURES REGISTRANT; ANNUAL SERVICE THEREAFTER.
AND RELATED DOCUMENTS ONTO PFPC'S COMPLIANCE FUND LIBRARY, A
SECURE WEB-BASED PROGRAM FEATURING SEARCH CAPABILITIES AND
24/7 ACCESS BY THE TRUST'S MANAGEMENT AND BOARD MEMBERS.
ASSISTANCE IN PREPARING CCO'S ANNUAL WRITTEN REPORT TO THE ANNUAL SERVICE
BOARD REGARDING OPERATION OF THE TRUST'S POLICIES AND
PROCEDURES AND THOSE OF ITS SERVICE PROVIDERS.
PRESENTATION OF VARIOUS ASPECTS OF THE COMPLIANCE POLICIES PER QUARTERLY MEETING
AND PROCEDURES OF PFPC'S LINES OF BUSINESS TO THE TRUST'S
BOARD AND RESPONSES TO RELATED QUESTIONS.
ASSISTANCE IN TRAINING PORTFOLIO MANAGERS AND OTHER ADVISORY ANNUALLY; INCLUDES TWO FULL-DAY SESSIONS.
PERSONNEL ON RULE 38A-1 AND OTHER REGULATORY/COMPLIANCE
ISSUES.
PREPARATION OF PFPC'S QUARTERLY "REPORT CARD," OFFERING A QUARTERLY
SELF-ASSESSMENT OF PFPC'S ADHERENCE TO ITS OWN COMPLIANCE
POLICIES AND PROCEDURES AS THE TRUST'S SERVICE PROVIDER.
OTHER FORMS OF CUSTOMIZED REPORTING (E.G., STATISTICAL
REPORTING ON SUCH MATTERS AS NAV ACCURACY) ARE ALSO
AVAILABLE.
EXHIBIT B
THIS EXHIBIT A, dated as of April 23, 2007, is Exhibit A to that certain
Compliance Support Services Agreement dated as of April 23, 2007, between PFPC
Inc. and BB&T Variable Insurance Funds.
FUNDS
BB&T Capital Manager Equity Variable Insurance Fund
BB&T Large Cap Variable Insurance Fund
BB&T Mid Cap Growth Variable Insurance Fund
BB&T Special Opportunities Variable Insurance Fund
BB&T Total Return Bond Variable Insurance Fund
