Exhibit (g)(2)(v)

BB&T FUNDS
AMENDMENT TO THE CUSTODY AGREEMENT

     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”).

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 the Exhibit D thereto; and

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

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

     1. Amendment.

     Amended and Restated Exhibit D to the Agreement is hereby superseded and replaced with Amended and Restated Exhibit D attached hereto.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 Funds” and “Trustees of BB&T Funds” refer respectively to the Trust created and the Trustees, as trustees but not individually or personally, acting from time to time under an

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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 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 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 FUNDS
By:	/s/ Todd M. Miller
	Name:	Todd M. Miller
	Title:	V.P. BB&T Funds
U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Joe D. Redwine
	Name:	Joe D. Redwine
	Title:	Executive Vice President

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AMENDED AND RESTATED EXHIBIT D

to the

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

Fee Schedule at October 1, 2010

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 Funds and U.S. Bank, N.A.

BB&T Funds
GLOBAL SUB-CUSTODIAL SERVICES
ANNUAL FEE SCHEDULE at October 1, 2010

		Safekeeping		Transaction
Country	Instrument	(BPS)		Fee
Argentina	All		12.00	$	32
Australia	All		1.50	$	15
Austria	All		18.75	$	17
Bahrain	All		40.00	$	112
Bangladesh	All		32.00	$	120
Belgium	All		1.88	$	22
Benin*	All		32.00	$	124
Bermuda	All		12.00	$	48
Botswana	All		20.00	$	40
Brazil	All		11.25	$	17
Bulgaria	All		32.00	$	64
Burkina Faso*	All		32.00	$	124
Canada	All		1.00	$	6
Cayman Islands*	All		0.80	$	8
Channel Islands*	All		1.20	$	20
Chile	All		16.00	$	48
China“A” Shares	All		11.25	$	42
China“B” Shares	All		9.60	$	42
Columbia	All		32.00	$	80
Costa Rica	All		12.00	$	48
Croatia	All		28.00	$	52
Cyprus*	All		12.00	$	45
Czech Republic	All		15.00	$	24
Denmark	All		2.25	$	24
Ecuador	All		28.00	$	52
Egypt	All		25.60	$	64
Estonia	All		5.60	$	20
Euromarkets(3)	All		1.00	$	4
Finland	All		3.75	$	22
France	All		1.88	$	15
Germany	All		1.00	$	15
Ghana	All		20.00	$	40
Greece	All		15.00	$	33
Guinea Bissau*	All		40.00	$	124
Hong Kong	All		4.20	$	25
Hungary	All		24.50	$	60
Iceland	All		12.00	$	45
India	All		48.75	$	84
Indonesia	All		9.00	$	68
Ireland	All		2.25	$	15
Israel	All		9.60	$	29
Italy	All		2.25	$	24
Ivory Coast	All		32.00	$	124
Jamaica*	All		28.00	$	40
Japan	All		1.13	$	8
Jordan	All		32.00	$	100
Kazakhstan	All		48.00	$	120
Kenya	All		24.00	$	40
Latvia	Equities		12.00	$	60
Latvia	Bonds		20.00	$	72
Lebanon	All		20.00	$	72
Lithuania	All		16.00	$	40
Luxembourg	All		3.20	$	25
Malaysia	All		2.90	$	39
Mali*	All		32.00	$	124
Malta	All		17.60	$	60
Mauritius	All		24.00	$	80
Mexico	All		2.25	$	10
Morocco	All		28.00	$	80
Namibia	All		24.00	$	40
Netherlands	All		2.25	$	12
New Zealand	All		2.00	$	26
Niger*	All		32.00	$	124
Nigeria	All		24.00	$	40
Norway	All		2.25	$	22
Oman	All		40.00	$	112
Pakistan	All		24.00	$	80
Peru	All		35.00	$	85
Philippines	All		3.90	$	36
Poland	All		18.75	$	24
Portugal	All		11.25	$	39
Qatar	All		36.00	$	112
Romania	All		28.00	$	80
Russia	Equities/Bonds		30.00	$	165
Russia	MINFINs		12.00	$	40
Senegal*	All		32.00	$	124
Singapore	All		1.50	$	20
Slovak Republic	All		20.00	$	88
Slovenia	All		20.00	$	88
South Africa	All		2.25	$	8
South Korea	All		7.50	$	10
Spain	All		2.25	$	15
Sri Lanka	All		12.00	$	48
Swaziland	All		24.00	$	40
Sweden	All		1.50	$	22
Switzerland	All		1.50	$	24
Taiwan	All		15.00	$	64
Thailand	All		2.90	$	22
Togo*	All		32.00	$	124
Trinidad & Tobago*	All		24.00	$	52
Tunisia	All		32.00	$	36
Turkey	All		9.60	$	10
UAE	All		36.00	$	104
United Kingdom	All		1.13	$	5
Ukraine	All		22.50	$	29
Uruguay	All		40.00	$	52
Venezuela	All		32.00	$	100
Vietnam*	All		32.00	$	104
Zambia	All		24.00	$	40

* 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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