0000950152-07-009342 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • November 29th, 2007 • Bb&t Funds / • Massachusetts

AGREEMENT dated as of August 1, 2007, between BB&T Asset Management, Inc., a North Carolina corporation with an office in Raleigh, North Carolina (herein called the “Investment Adviser”) and Julius Baer Investment Management LLC, a Delaware limited liability company with an office in New York, New York (herein called the “Sub-Adviser”).

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EXHIBIT (h)(4) SUB-ADMINISTRATION SERVICES AGREEMENT
Sub-Administration Services Agreement • November 29th, 2007 • Bb&t Funds /

THIS AGREEMENT is made as of December 18, 2006 by and between BB&T ASSET MANAGEMENT, INC., a North Carolina corporation (the “Administrator”) and PFPC Inc., a Massachusetts corporation (the “Sub-Administrator”).

ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • November 29th, 2007 • Bb&t Funds /

THIS AGREEMENT is made as of December 18, 2006 by and between BB&T FUNDS, a Massachusetts business trust (the “Trust”) and PFPC INC., a Massachusetts corporation (“PFPC”).

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST BB&T FUNDS (formerly the BB&T Mutual Funds Group)
Bb&t Funds / • November 29th, 2007 • Massachusetts

This Amended and Restated Agreement and Declaration of Trust made as of June 2, 2007, 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, and May 17, 1999), by the Trustees hereunder (the “Trustees”).

TRANSFER AGENCY AND BLUE SKY SERVICES AGREEMENT
Transfer Agency and Blue Sky Services Agreement • November 29th, 2007 • Bb&t Funds /

THIS AGREEMENT is made as of December 18, 2006 by and between PFPC INC., a Massachusetts corporation (“PFPC”), and BB&T FUNDS, a Massachusetts business trust (the “Trust”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 29th, 2007 • Bb&t Funds / • Massachusetts

AGREEMENT made as of July 1, 2006, as amended and restated August 28, 2007, 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”).

COMPLIANCE SUPPORT SERVICES AGREEMENT
Compliance Support Services Agreement • November 29th, 2007 • Bb&t Funds /

THIS AGREEMENT is made as of December 18, 2006 by and between BB&T FUNDS, a Massachusetts business trust (the “Trust”) and PFPC INC., a Massachusetts corporation (“PFPC”).

AMENDMENT TO TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • November 29th, 2007 • Bb&t Funds /

THIS AMENDMENT (this “Amendment”) to the Transfer Agency and Blue Sky Services Agreement (the “Agreement”) by and between PFPC INC., a Massachusetts corporation (“PFPC”), and each of the undersigned investment companies (each, the “Fund”) is made as of April 23, 2007. Capitalized terms used but not defined herein shall have the same meaning as in the Agreement.

UNDERWRITING AGREEMENT
Underwriting Agreement • November 29th, 2007 • Bb&t Funds /

THIS AGREEMENT is made as of April 23, 2007 by and among BB&T AM Distributors, Inc., a Delaware corporation (“Distributor”), BB&T FUNDS, a Massachusetts business trust (the “Trust”) and BB&T ASSET MANAGEMENT, INC., an investment adviser registered with the Securities and Exchange Commission (the “Adviser”).

FAIR VALUE SERVICES AMENDMENT TO ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • November 29th, 2007 • Bb&t Funds /

This Fair Value Services Amendment (the “Amendment”) is made as of the 8th day of May, 2007, by and between, BB&T FUNDS, a Massachusetts business trust (the “Trust”) and PFPC Inc., a Massachusetts corporation (“PFPC”).

SECURITIES LENDING AGREEMENT
Securities Lending Agreement • November 29th, 2007 • Bb&t Funds / • Minnesota

This Securities Lending Agreement, made as of this _____ day of _____, 2007 including all exhibits attached hereto, all of the terms of which are incorporated herein by reference, in each case, as amended and/or supplemented from time to time in accordance with the terms hereof (this “Agreement”), by and between U.S. Bank National Association (the “Bank”) and BB&T Funds (hereinafter referred to as the “Trust”), a Massachusetts business trust, on behalf of the BB&T US Treasury Money Market Fund (the “Customer”).

AMENDMENT
Bb&t Funds / • November 29th, 2007

THIS AMENDMENT is made this _______ day of _______, 2007, by and among U.S. Bank National Association (“The Bank”) and BB&T Funds (hereinafter referred to as the “Trust”), a Massachusetts business trust, on behalf of each respective series identified on Exhibit A attached hereto, separately and not jointly (each such series hereinafter referred to as a separate “Customer”). The Bank and the Trust are referred to herein as the “Parties.”

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