Amendment to Third Party Feeder Fund Agreement

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Amendment to Third Party Feeder Fund Agreement

     This Amendment to the Third Party Feeder Fund Agreement, dated April 19, 2007, between Master Investment Portfolio, BB&T Funds, and BB&T AM Distributors, Inc. (the “Agreement”) is made as of July 1, 2008.

     WHEREAS, the parties agree to update Section 6.8 to the Agreement to reflect a change in address for notices,

     NOW THEREFORE, the parties hereby amend the Agreement as follows:

	1.		Section 6.8 of the Agreement shall be deleted in its entirety and replaced with the following Section 6.8.
			6.8. Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made when delivered in person or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed:

If to Trust:

BB&T Funds
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▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇▇▇

If to Distributor:

BB&T AM Distributors, Inc.
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▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

With a copy to:

▇▇▇▇ ▇▇▇▇▇▇▇
Chief Legal Officer
BB&T AM Distributors, Inc.

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If to Master Investment Portfolio:

Barclays Global Investors, N.A.
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Attn: Mutual Fund Administration

2.

This Amendment supplements the Agreement and all of the terms and conditions of the Agreement continue to remain in full force and effect, provided that to the extent there is a conflict between this Amendment and the Agreement, the terms of this Amendment shall control. Except as otherwise specified herein, all capitalized terms used in this Amendment shall have the meaning ascribed to them in the Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Agreement to be executed as of the date first set forth above.

		MASTER INVESTMENT PORTFOLIO
		By:		/s/ ▇▇▇▇ ▇▇▇
		Name:		▇▇▇▇ ▇▇▇
		Title:		Assistant Treasurer
Accepted:

BB&T FUNDS
on behalf of itself and the BB&T Equity Index Fund

By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:		Vice President
BB&T AM DISTRIBUTORS, INC.
By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:		Vice President

Dated April 19, 2007
As amended July 1, 2008