0001193125-13-471726 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 12th, 2013 • Sterling Capital Funds • Massachusetts

INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”) made this 10th day of December, 2013, among Sterling Capital Management LLC (the “Adviser” or “Sterling”), Sterling Capital Funds (the “Trust”), on behalf of its series, Sterling Capital Long/Short Equity Fund (the “Fund”) and Cummings Bay Capital Management, L.P. (the “Sub-Adviser”).

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Contract
Account Agreement • December 12th, 2013 • Sterling Capital Funds

This agreement (including all terms, schedules, supplements and exhibits attached hereto, this “U.S. PB Agreement”) is entered into between Customer specified below (“Customer”) and BNP PARIBAS PRIME BROKERAGE, INC. (“BNPP PB”), on behalf of itself and as agent for the BNPP Entities (as defined in the Account Agreement attached as Exhibit A hereto). This U.S. PB Agreement sets forth the terms and conditions on which BNPP PB will open and maintain Accounts (as defined in the Account Agreement) for margin, execution, settlement and other products or services and otherwise transact business with Customer. All capitalized terms used but not defined herein shall have the meaning set forth in the Account Agreement.

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STERLING CAPITAL FUNDS AMENDMENT TO THE ADMINISTRATION AGREEMENT
The Administration Agreement • December 12th, 2013 • Sterling Capital Funds

THIS AMENDMENT is made as of [ ], 2013 between Sterling Capital Funds, a Massachusetts business trust (the “Company”), and Sterling Capital Management LLC, a North Carolina limited liability company (the “Administrator”).

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Investment Sub-Advisory Agreement
Advisory Agreement • December 12th, 2013 • Sterling Capital Funds • Massachusetts

AGREEMENT made this F] day of [August], 2013, between Sterling Capital Management LLC (the “Adviser” or “Sterling”) and Lucas Capital Management, L.L.C. (the “Sub-Adviser”).

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STERLING CAPITAL FUNDS AMENDMENT TO COMPLIANCE SUPPORT SERVICES AGREEMENT
Compliance Support Services Agreement • December 12th, 2013 • Sterling Capital Funds

This Amendment (the “Amendment”) is effective as of __________ __, 2013 by and between Sterling Capital Funds, a Massachusetts business trust (the “Trust”), and BNY Mellon Investment Servicing (US) Inc.), a Massachusetts corporation (“BNY Mellon”).

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STERLING CAPITAL FUNDS AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 12th, 2013 • Sterling Capital Funds • Massachusetts

THIS AMENDMENT is made as of [ ], 2013 between Sterling Capital 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”).

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STERLING CAPITAL FUNDS AMENDMENT TO THE UNDERWRITING AGREEMENT
Underwriting Agreement • December 12th, 2013 • Sterling Capital Funds

THIS AMENDMENT is made as of [ ] __, 2013 by and among Sterling Capital Distributors, LLC, a Delaware limited liability company (formerly Sterling Capital Distributors, Inc.) (the “Distributor”), Sterling Capital Funds, a Massachusetts business trust (the “Trust”), and Sterling Capital Management LLC, an investment adviser registered with the Securities and Exchange Commission (the “Adviser”).

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STERLING CAPITAL FUNDS AMENDMENT TO ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • December 12th, 2013 • Sterling Capital Funds

This Amendment (the “Amendment”) is effective as of ___________ __, 2013 by and between Sterling Capital Funds, a Massachusetts business trust (the “Trust”), and BNY Mellon Investment Servicing (US) Inc., a Massachusetts corporation (“BNY Mellon”).

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STERLING CAPITAL FUNDS AMENDMENT TO SUB-ADMINISTRATION SERVICES AGREEMENT
Sub-Administration Services Agreement • December 12th, 2013 • Sterling Capital Funds

This Amendment (the “Amendment”) is effective as of __________ __, 2013 by and between Sterling Capital Management LLC (“Administrator”) and BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”).

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STERLING CAPITAL FUNDS AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • December 12th, 2013 • Sterling Capital Funds

THIS AMENDMENT is made as of [ ], 2013 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 Sterling Capital Funds, a Massachusetts business trust (the “Trust”).

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STERLING CAPITAL FUNDS AMENDMENT TO TRANSFER AGENCY AND BLUE SKY SERVICES AGREEMENT
Transfer Agency and Blue Sky Services Agreement • December 12th, 2013 • Sterling Capital Funds

This Amendment (the “Amendment”) is effective as of ______________ __, 2013 by and between Sterling Capital Funds (the “Trust”) and BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”).

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SPECIAL CUSTODY and PLEDGE AGREEMENT
Special Custody and Pledge Agreement • December 12th, 2013 • Sterling Capital Funds • New York

AGREEMENT (hereinafter “Agreement”) dated as of among U.S. Bank, N.A. in its capacity as custodian hereunder (“Custodian”), Sterling Capital Funds on behalf of its series Sterling Capital Long/Short Equity Fund (“Fund”), and BNP Paribas Prime Brokerage, Inc. (the “Counterparty”).

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