0001193125-16-563492 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • April 28th, 2016 • Sterling Capital Funds • Delaware

THIS AGREEMENT is made and entered into as of this 1st day of February, 2016, by and among Sterling Capital Funds, a Massachusetts business trust, on behalf of each series listed on Exhibit A hereto, separately and not jointly (the “Client”), Sterling Capital Distributors, LLC, a Delaware limited liability company (the “Distributor”), and Sterling Capital Management LLC, an investment adviser registered with the Securities and Exchange Commission (the “Adviser”).

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STERLING CAPITAL FUNDS (Formerly, the BB&T Funds) AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST DATED FEBRUARY 1, 2011 April 5, 2016
Amended and Restated Agreement and Declaration of Trust • April 28th, 2016 • Sterling Capital Funds

The undersigned, being at least a majority of the Trustees of Sterling Capital Funds (the “Trust”), hereby amend the Trust’s Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”), a copy of which is on file in the office of the Secretary of State of the Commonwealth of Massachusetts, in accordance with Section 7 of Article IX of the Declaration of Trust, as follows:

DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • April 28th, 2016 • Sterling Capital Funds • Delaware

THIS AGREEMENT made this 1st day of February, 2016, by and among Sterling Capital Management LLC, a North Carolina limited liability company (the “Adviser”), Sterling Capital Funds, a Massachusetts business trust (the “Trust”), on behalf of each series listed on Exhibit A to the Distribution Agreement, separately and not jointly (the “Funds”), and Sterling Capital Distributors, LLC, a Delaware limited liability company (the “Distributor”).

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