0000950123-11-006622 Sample Contracts

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST STERLING CAPITAL FUNDS (formerly the BB&T Funds)
Agreement and Declaration • January 28th, 2011 • Bb&t Funds / • Massachusetts

This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of February 1, 2011, hereby amends and restates in its entirety the Agreement and Declaration of Trust dated October 1, 1987 (as amended June 25, 1992, August 18, 1992, May 17, 1999, and June 2, 2007), by the Trustees hereunder (the “Trustees”), for the purpose of changing the name of the Trust to “Sterling Capital Funds” pursuant to Article IX, Section 7 hereof. This Amended and Restated Agreement and Declaration of Trust shall take effect upon its filing with the Secretary of The Commonwealth of Massachusetts.

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BB&T FUNDS AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • January 28th, 2011 • Bb&t Funds /

THIS AMENDMENT is made as of October 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”).

AMENDED AND RESTATED SECURITIES LENDING AUTHORIZATION
Securities Lending Authorization • January 28th, 2011 • Bb&t Funds / • Massachusetts

This Agreement (this “Agreement”) made as of the 1st day of July, 2010, by and between THE BANK OF NEW YORK MELLON, a New York state-chartered bank, successor by operation of law to Mellon Bank, N.A. (the “Lending Agent”) and BB&T FUNDS, a Massachusetts business trust (the “Client”), for and on behalf of each of the funds identified on Exhibit A hereto, as amended, modified or supplemented from time to time (each a “Fund” and collectively the “Funds”).

MONEY MARKET FUND SERVICES AMENDMENT TO ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • January 28th, 2011 • Bb&t Funds /

This Money Market Fund Services Amendment is made as of December 1, 2010 by and between BB&T FUNDS (the “Fund”) and BNY MELLON INVESTMENT SERVICING (US) INC. (f/k/a PNC Global Investment Servicing (U.S.) Inc.) (“BNY Mellon”).

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