Exhibit (g)(1)(iii)

BB&T FUNDS
AMENDMENT TO THE CUSTODY AGREEMENT

     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 Variable Insurance Funds, a Massachusetts business trust (the “Trust”).

RECITALS

     WHEREAS, the Trust and the Custodian entered into the certain Custody Agreement, dated August 31, 2006 (as amended, supplemented or modified from time to time, the “Agreement”), pursuant to which the Custodian acts as custodian of the cash and securities of each series of the Trust and shall be compensated for providing such services set forth in the Agreement in accordance with the fee schedule set forth on Exhibit D thereto; and

     WHEREAS, in accordance with Section 14.2 of the Agreement, the Trust and the Custodian wish to amend Exhibit D;

     NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter contained, the parties hereby agree as follows:

     1. Amendment.

     Exhibit D to the Agreement is hereby superseded and replaced with Amended and Restated Exhibit D attached hereto.

     2. Miscellaneous.

     (a) Section headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.

     (b) This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

     (c) Capitalized terms used but not defined in this Amendment have the respective meanings ascribed to them in the Agreement.

     (d) Except as provided in this Amendment, the provisions of the Agreement remain unchanged and in full force and effect.

     (e) Matters Relating to the Trust as a Massachusetts Business Trust. The names “BB&T Variable Insurance Funds” and “Trustees of BB&T Variable Insurance Funds” refer respectively to the Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under an Agreement and Declaration of Trust dated as of June 2, 2007, as amended, to which reference is hereby made and a copy of which is on file at the Office of the

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Secretary of State of The Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The obligations of “BB&T Variable Insurance Funds” entered into in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, shareholders or representatives of the Trust personally, but bind only the assets of the Trust, and all persons dealing with any series of shares of the Trust must look solely to the assets of the Trust belonging to such series for the enforcement of any claims against the Trust.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.

BB&T VARIABLE INSURANCE FUNDS
By:	/s/Todd M. Miller
	Name:	Todd M. Miller
	Title:	V.P. BB&T Variable Insurance Funds
U.S. BANK NATIONAL ASSOCIATION
By:	/s/Michael R. McVoy
	Name:	Michael R. McVoy
	Title:	Vice President

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AMENDED AND RESTATED EXHIBIT D

to the

Custody Agreement between BB&T Variable Insurance Funds and U.S. Bank, N.A.

Fee Schedule

Custody Fees:

• .005% (.0005) on the first $5 billion in assets

• .004% (.0004) on assets exceeding $5 billion

Securities Lending Program Transfer Fees:

In addition, a fee of $8 per transfer will be assessed for each transfer of securities from U.S. Bank, N.A. to Mellon Bank, N.A. (or an affiliate thereof) made on behalf of BB&T Funds in connection with the BB&T Funds’ securities lending program.

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Amended and Restated Exhibit D (continued)
to the
Custody Agreement between BB&T Variable Insurance Funds and U.S. Bank, N.A.

BB&T Variable Insurance Funds
GLOBAL SUB-CUSTODIAL SERVICES
ANNUAL FEE SCHEDULE

		Safekeeping		Transaction				Safekeeping		Transaction
Country	Instrument	(BPS)		Fee		Country	Instrument	(BPS)		Fee
Argentina	All		12.00	$	32	Lebanon	All		20.00	$	72
Australia	All		1.50	$	23	Lithuania	All		16.00	$	40
Austria	All		18.75	$	68	Luxembourg	All		3.20	$	25
Bahrain	All		40.00	$	112	Malaysia	All		2.90	$	39
Bangladesh	All		32.00	$	120	Mali*	All		32.00	$	124
Belgium	All		1.88	$	34	Malta	All		17.60	$	60
Benin*	All		32.00	$	124	Mauritius	All		24.00	$	80
Bermuda	All		12.00	$	48	Mexico	All		2.25	$	10
Botswana	All		20.00	$	40	Morocco	All		28.00	$	80
Brazil	All		11.25	$	26	Namibia	All		24.00	$	40
Bulgaria	All		32.00	$	64	Netherlands	All		2.25	$	19
Burkina Faso*	All		32.00	$	124	New Zealand	All		2.00	$	26
Canada	All		1.00	$	9	Niger*	All		32.00	$	124
Cayman Islands*	All		0.80	$	8	Nigeria	All		24.00	$	40
Channel Islands*	All		1.20	$	20	Norway	All		2.25	$	34
Chile	All		16.00	$	48	Oman	All		40.00	$	112
China“A” Shares	All		11.25	$	49	Pakistan	All		24.00	$	80
China“B” Shares	All		9.60	$	42	Peru	All		35.00	$	85
Columbia	All		32.00	$	80	Philippines	All		3.90	$	36
Costa Rica	All		12.00	$	48	Poland	All		18.75	$	38
Croatia	All		28.00	$	52	Portugal	All		11.25	$	64
Cyprus*	All		12.00	$	45	Qatar	All		36.00	$	112
Czech Republic	All		15.00	$	38	Romania	All		28.00	$	80
Denmark	All		2.25	$	38	Russia	Equities/Bonds		30.00	$	165
Ecuador	All		28.00	$	52	Russia	MINFINs		12.00	$	40
Egypt	All		25.60	$	64	Senegal*	All		32.00	$	124
Estonia	All		5.60	$	20	Singapore	All		1.50	$	20
Euromarkets(3)	All		1.00	$	4	Slovak Republic	All		20.00	$	88
Finland	All		3.75	$	34	Slovenia	All		20.00	$	88
France	All		1.88	$	34	South Africa	All		2.25	$	11
Germany	All		1.00	$	23	South Korea	All		7.50	$	15
Ghana	All		20.00	$	40	Spain	All		2.25	$	38
Greece	All		15.00	$	79	Sri Lanka	All		12.00	$	48
Guinea Bissau*	All		40.00	$	124	Swaziland	All		24.00	$	40
Hong Kong	All		4.20	$	45	Sweden	All		1.50	$	34
Hungary	All		24.50	$	60	Switzerland	All		1.50	$	38
Iceland	All		12.00	$	45	Taiwan	All		15.00	$	94
India	All		48.75	$	188	Thailand	All		2.90	$	22
Indonesia	All		9.00	$	68	Togo*	All		32.00	$	124
Ireland	All		2.25	$	15	Trinidad & Tobago*	All		24.00	$	52
Israel	All		9.60	$	29	Tunisia	All		32.00	$	36
Italy	All		2.25	$	38	Turkey	All		9.60	$	10
Ivory Coast	All		32.00	$	124	UAE	All		36.00	$	104
Jamaica*	All		28.00	$	40	United Kingdom	All		1.13	$	8
Japan	All		1.13	$	11	Ukraine	All		22.50	$	34
Jordan	All		32.00	$	100	Uruguay	All		40.00	$	52
Kazakhstan	All		48.00	$	120	Venezuela	All		32.00	$	100
Kenya	All		24.00	$	40	Vietnam*	All		32.00	$	104
Latvia	Equities		12.00	$	60	Zambia	All		24.00	$	40
Latvia	Bonds		20.00	$	72

* Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.

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• Euroclear — Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge (surcharge schedule available upon request).

• For all other markets specified above, surcharges may apply if a security is held outside of the local market.

Straight Through Processing — fees waived.

Cash Transactions:

• 3^rd Party Foreign Exchange — a Foreign Exchange transaction undertaken through a 3^rd party will be charged $50.

Out of Pocket Expenses

• Charges incurred by U.S. Bank, N.A. for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.

• A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.

• SWIFT reporting and message fees.

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