EXHIBIT (11)

                      OPINION & CONSENT OF ROPES & GRAY LLP

                                ROPES & GRAY LLP
                                ONE METRO CENTER
                              700 12th STREET, N.W.
                                    SUITE 900
                              WASHINGTON, DC 20005

                   WRITER'S DIRECT DIAL NUMBER: (202) 508-4625

                                November 15, 2006

BB&T Funds
3435 Stelzer Road
Columbus, Ohio 43219

Ladies and Gentlemen:

You have registered under the Securities Act of 1933, as amended (the "1933
Act") an indefinite number of shares of beneficial interest ("Shares") of the
BB&T Funds ("Trust"), as permitted by Rule 24f-2 under the Investment Company
Act of 1940, as amended (the "1940 Act"). You propose to file a prospectus/proxy
statement on Form N-14 (the "Prospectus/Proxy Statement") with respect to
certain Shares of the Trust.

We have examined your Declaration of Trust on file in the office of the
Secretary of The Commonwealth of Massachusetts and the Clerk of the City of
Boston. We have also examined a copy of your Bylaws and such other documents,
receipts and records as we have deemed necessary for the purpose of this
opinion.

Based upon the foregoing, we are of the opinion that the issue and sale of the
authorized but unissued Shares of the Series have been duly authorized under
Massachusetts law. Upon the original issue and sale of your authorized but
unissued Shares and upon receipt of the authorized consideration therefor in an
amount not less than the net asset value of the Shares established and in force
at the time of their sale, the Shares issued will be validly issued, fully paid
and non-assessable.

The BB&T Funds is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of



the Trust. However, the Declaration of Trust provides for indemnification out of
the property of a particular series of Shares for all loss and expenses of any
shareholder of that series held personally liable solely by reason of his being
or having been a shareholder. Thus, the risk of shareholder liability is limited
to circumstances in which that series of Shares itself would be unable to meet
its obligations.

We understand that this opinion is to be used in connection with the filing of
the Prospectus/Proxy Statement. We consent to the filing of this opinion with
and as part of your Prospectus/Proxy Statement.

Sincerely,


/s/ Ropes & Gray LLP
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Ropes & Gray LLP