BB&T FUNDS AMENDMENT TO THE CUSTODY AGREEMENT

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     Exhibit D to the Agreement is hereby superseded and replaced with Amended and Restated Exhibit D attached hereto.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

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.

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.

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			$	▇▇▇			▇▇▇▇▇▇▇▇		All			2.90			$	39
Bangladesh		All			32.00			$	120			Mali*		All			32.00			$	▇▇▇
▇▇▇▇▇▇▇		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			$	▇▇
▇▇▇▇▇▇▇▇		All			32.00			$	▇▇			▇▇▇▇▇▇▇▇▇▇▇		All			2.25			$	19
Burkina Faso*		All			32.00			$	▇▇▇			▇▇▇ ▇▇▇▇▇▇▇		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			$	▇▇
▇▇▇▇▇		All			16.00			$	▇▇			▇▇▇▇		All			40.00			$	112
China“A” Shares		All			11.25			$	49			Pakistan		All			24.00			$	80
China“B” Shares		All			9.60			$	▇▇			▇▇▇▇		All			35.00			$	85
Columbia		All			32.00			$	▇▇			▇▇▇▇▇▇▇▇▇▇▇		All			3.90			$	▇▇
▇▇▇▇▇ ▇▇▇▇		All			12.00			$	48			Poland		All			18.75			$	▇▇
▇▇▇▇▇▇▇		All			28.00			$	52			Portugal		All			11.25			$	64
Cyprus*		All			12.00			$	45			Qatar		All			36.00			$	▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇		All			15.00			$	38			Romania		All			28.00			$	▇▇
▇▇▇▇▇▇▇		All			2.25			$	38			Russia		Equities/Bonds			30.00			$	▇▇▇
▇▇▇▇▇▇▇		All			28.00			$	52			Russia		MINFINs			12.00			$	40
Egypt		All			25.60			$	64			Senegal*		All			32.00			$	▇▇▇
▇▇▇▇▇▇▇		All			5.60			$	20			Singapore		All			1.50			$	20
Euromarkets(3)		All			1.00			$	▇			▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇		All			20.00			$	88
Finland		All			3.75			$	▇▇			▇▇▇▇▇▇▇▇		All			20.00			$	▇▇
▇▇▇▇▇▇		All			1.88			$	▇▇			▇▇▇▇▇ ▇▇▇▇▇▇		All			2.25			$	11
Germany		All			1.00			$	▇▇			▇▇▇▇▇ ▇▇▇▇▇		All			7.50			$	15
Ghana		All			20.00			$	40			Spain		All			2.25			$	38
Greece		All			15.00			$	▇▇			▇▇▇ ▇▇▇▇▇		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			$	▇▇
▇▇▇▇▇▇▇		All			24.50			$	▇▇			▇▇▇▇▇▇▇▇▇▇▇		All			1.50			$	38
Iceland		All			12.00			$	45			Taiwan		All			15.00			$	94
India		All			48.75			$	▇▇▇			▇▇▇▇▇▇▇▇		All			2.90			$	22
Indonesia		All			9.00			$	68			Togo*		All			32.00			$	▇▇▇
▇▇▇▇▇▇▇		All			2.25			$	▇▇			▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇*		All			24.00			$	52
Israel		All			9.60			$	29			Tunisia		All			32.00			$	36
Italy		All			2.25			$	▇▇			▇▇▇▇▇▇		All			9.60			$	10
Ivory Coast		All			32.00			$	124			UAE		All			36.00			$	104
Jamaica*		All			28.00			$	▇▇			▇▇▇▇▇▇ ▇▇▇▇▇▇▇		All			1.13			$	8
Japan		All			1.13			$	11			Ukraine		All			22.50			$	34
Jordan		All			32.00			$	▇▇▇			▇▇▇▇▇▇▇		All			40.00			$	52
Kazakhstan		All			48.00			$	120			Venezuela		All			32.00			$	100
Kenya		All			24.00			$	40			Vietnam*		All			32.00			$	▇▇▇
▇▇▇▇▇▇		Equities			12.00			$	60			Zambia		All			24.00			$	▇▇
▇▇▇▇▇▇		Bonds			20.00			$	72

	•		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:

•

3rd Party Foreign Exchange — a Foreign Exchange transaction undertaken through a 3rd 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.