FORM OF FIRST AMENDMENT TO
ETF DISTRIBUTION AGREEMENT
This first amendment (“Amendment”) to the ETF Distribution Agreement (the “Agreement”) dated as of November 21, 2025, by and between Sterling Capital Funds and Sterling Capital Distributors, LLC (together, the “Parties”) is effective as of ___________, 2026.
WHEREAS, the Parties desire to amend Exhibit A of the Agreement to reflect an updated Funds list; and,
WHEREAS, Section 8(b) of the Agreement requires that all amendments and modifications to the Agreement be in writing and executed by the Parties.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Capitalized terms not otherwise defined herein shall have the meanings set forth in Agreement.
2. Exhibit A of the Agreement is hereby deleted in its entirety and replaced by Exhibit A attached hereto.
3. Except as expressly amended hereby, all of the provisions of the Agreement shall remain unamended and in full force and effect to the same extent as if fully set forth herein.
4. This Amendment shall be governed by, and the provisions of this Amendment shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers.
| STERLING CAPITAL FUNDS | STERLING CAPITAL DISTRIBUTORS. LLC | ||||
| By: | By: | ||||
| Name: | Name: | Teresa Cowan | |||
| Title: | Title: | President | |||
| Date: | Date: | ||||
EXHIBIT A
Sterling Capital Multi-Strategy Income ETF
Sterling Capital National Municipal Bond ETF
Sterling Capital Hedged Equity Premium Income ETF
Sterling Capital Short Duration Bond ETF1
Sterling Capital Ultra Short Bond ETF1
Sterling Capital Enhanced Core Bond ETF
Sterling Capital Large Cap Value Focused Factor ETF
Sterling Capital Small Cap Value Focused Factor ETF
Sterling Capital Small Cap Value ETF
Sterling Capital North Carolina Intermediate Tax-Free ETF
Sterling Capital Virginia Intermediate Tax-Free ETF
Sterling Capital AI Leaders ETF
Sterling Capital Macro-Led International Equity ETF
Sterling Capital Hedged BDC Income ETF
| 1 | Upon conversion from Mutual Fund to ETF (Expected Q1 2026) |