0000950123-10-109293 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • November 29th, 2010 • Bb&t Funds / • Massachusetts

AGREEMENT dated as of October 1, 2010 between Sterling Capital Management LLC, a North Carolina limited liability company with an office in Raleigh, North Carolina (herein called the “Investment Adviser”) and Scott & Stringfellow, LLC, a Virginia limited liability company with an office in Richmond, Virginia (herein called the “Sub-Adviser”).

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BB&T FUNDS AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • November 29th, 2010 • Bb&t Funds /

THIS AMENDMENT is made as of May 1, 2010 between U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America (the “Custodian”), and BB&T Funds, a Massachusetts business trust (the “Trust”).

ADMINISTRATION AGREEMENT
Administration Agreement • November 29th, 2010 • Bb&t Funds / • Massachusetts

AGREEMENT is made as of the 1st day of October, 2010, by and between BB&T Funds, a Massachusetts business trust (the “Company”), and Sterling Capital Management LLC (the “Administrator”), a North Carolina limited liability company.

FINANCIAL STATEMENT TYPESETTING SERVICES AMENDMENT TO ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • November 29th, 2010 • Bb&t Funds /

This Financial Statement Typesetting Services Amendment is made as of September 15, 2010 by and between BB&T FUNDS (the “Trust”) and BNY MELLON INVESTMENT SERVICING (US) INC. (formerly PFPC Inc.) (“BNY Mellon”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 29th, 2010 • Bb&t Funds / • Massachusetts

AGREEMENT made as of October 1, 2010 between BB&T Funds, a Massachusetts business trust (hereinafter called the “Trust”), and Sterling Capital Management LLC, a subsidiary of BB&T Corporation (hereinafter called the “Investment Adviser”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • November 29th, 2010 • Bb&t Funds / • Pennsylvania

This Subadvisory Agreement (this “Agreement”) is entered into as of the 1st day of October, 2010, by and between Sterling Capital Management LLC, a North Carolina limited liability company with an office in Raleigh, North Carolina (herein called the “Adviser”) and Federated Investment Management Company, a Delaware business trust (“FIMC”).

Underwriting Agreement for: BB&T FUNDS
Underwriting Agreement • November 29th, 2010 • 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.

Underwriting Agreement for: BB&T FUNDS
Underwriting Agreement • November 29th, 2010 • Bb&t Funds /

Effective as of the closing of the sale of PNC Global Investment Servicing Inc. (“PGIS”), the indirect parent of BB&T AM Distributors, Inc. to THE BANK OF NEW YORK MELLON CORPORATION by THE PNC FINANCIAL SERVICES GROUP, INC., BB&T FUNDS (the “Trust”), on behalf of each series thereof (each a “Fund”), BB&T AM DISTRIBUTORS, INC. (the “Distributor”), and BB&T ASSET MANAGEMENT, INC. 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, including any and all Exhibits thereto (the “Existing Agreement”). Capitalized terms used herein without definition have the meanings given them in the Existing Agreement.

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