SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION
14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
BB&T Funds
3435 Stelzer Road
Columbus, Ohio 43219
(Name of Registrant as Specified in its Charter)
Alan G. Priest, Esquire
Ropes & Gray LLP
One Metro Center
700 12th Street, NW, Suite 900
Washington, DC 20005-3948
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing is
calculated and state how it was determined).: N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: N/A
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount previously paid: N/A
2) Form, Schedule or Registration Statement No.: N/A
3) Filing Party: N/A
4) Date Filed: N/A
Notes:
IMPORTANT SHAREHOLDER INFORMATION
BB&T FUNDS
The document you hold in your hands contains your proxy statement and proxy
card. A proxy card is, in essence, a ballot. When you vote your proxy, you tell
us how to vote on your behalf on important issues relating to your Fund. The
proxy card may be completed by checking the appropriate box voting for or
against the specific proposals relating to your Fund. If you simply sign the
proxy without specifying a vote, your shares will be voted in accordance with
the recommendations of the Board of Trustees.
We urge you to take the time to read the proxy statement, fill out the proxy
card, and return it to us (or vote by telephone or the Internet). Voting your
proxy, and doing so promptly, enables the Funds to avoid conducting additional
mailings. When shareholders do not return their proxies in sufficient numbers,
we will incur the expense of follow-up solicitations.
Please take a few moments to exercise your right to vote. Thank you.
[FRONT COVER OF PROXY PACKAGE]
BB&T FUNDS
STOCK FUNDS
EQUITY INCOME FUND
EQUITY INDEX FUND
LARGE COMPANY VALUE FUND
LARGE COMPANY GROWTH FUND
MID CAP VALUE FUND
MID CAP GROWTH FUND
SMALL COMPANY VALUE FUND
SMALL COMPANY GROWTH FUND
INTERNATIONAL EQUITY FUND
SPECIAL OPPORTUNITIES EQUITY FUND
BOND FUNDS
TAXABLE BOND FUNDS
SHORT U.S. GOVERNMENT FUND
INTERMEDIATE U.S. GOVERNMENT FUND
INTERMEDIATE CORPORATE BOND FUND
TAX-FREE BOND FUNDS
GEORGIA INTERMEDIATE TAX-FREE FUND
KENTUCKY INTERMEDIATE TAX-FREE FUND
MARYLAND INTERMEDIATE TAX-FREE FUND
NORTH CAROLINA INTERMEDIATE TAX-FREE FUND
SOUTH CAROLINA INTERMEDIATE TAX-FREE FUND
VIRGINIA INTERMEDIATE TAX-FREE FUND
WEST VIRGINIA INTERMEDIATE TAX-FREE FUND
MONEY MARKET FUNDS
PRIME MONEY MARKET FUND
U.S. TREASURY MONEY MARKET FUND
FUNDS OF FUNDS
CAPITAL MANAGER CONSERVATIVE GROWTH FUND
CAPITAL MANAGER MODERATE GROWTH FUND
CAPITAL MANAGER GROWTH FUND
CAPITAL MANAGER EQUITY FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 1, 2004
Notice is hereby given that a Special Meeting of Shareholders (the
"Special Meeting") of Equity Income Fund, Equity Index Fund, Large Company Value
Fund, Large Company Growth Fund, Mid Cap Value Fund, Mid Cap Growth Fund, Small
Company Value Fund, Small Company Growth Fund, International Equity Fund,
Special Opportunities Equity Fund, Short U.S. Government Fund, Intermediate U.S.
Government Fund, Intermediate Corporate Bond
Fund, Georgia Intermediate Tax-Free Fund, Kentucky Intermediate Tax-Free Fund,
Maryland Intermediate Tax-Free Fund, North Carolina Intermediate Tax-Free Fund,
South Carolina Intermediate Tax-Free Fund, Virginia Intermediate Tax-Free Fund,
West Virginia Intermediate Tax-Free Fund, Prime Money Market Fund, U.S. Treasury
Money Market Fund, Capital Manager Conservative Growth Fund, Capital Manager
Moderate Growth Fund, Capital Manager Growth Fund and Capital Manager Equity
Fund (each a "Fund" and collectively the "Funds"), each a series of BB&T Funds,
will be held at 10:00 a.m. Eastern Time on November 1, 2004 at the offices of
BISYS Fund Services, Inc., 3435 Stelzer Road, Columbus, Ohio 43219, for the
following purposes:
1. To elect seven Trustees (six of whom are currently Trustees) to hold
office until their successors are duly elected and qualified;
2. To consider amending, reclassifying or eliminating certain
fundamental investment policies of the Funds;
3. To consider approving a manager of managers structure; and
4. To transact such other business as may properly come before the
Special Meeting or any adjournment thereof.
The proposals referred to above are discussed in the Proxy Statement
attached to this Notice. Each shareholder is invited to attend the Special
Meeting in person.
Shareholders of record at the close of business on August 27, 2004 (the
"Shareholders") are entitled to notice of, and to vote at, this Special Meeting
or any adjournment thereof.
By Order of the Trustees
ALAINA V. METZ
Assistant Secretary
September 15, 2004
YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS TO
ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE UNABLE TO
ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY SO
THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE SPECIAL MEETING, OR SUBMIT
YOUR VOTE BY TELEPHONE OR THE INTERNET. THE ENCLOSED ENVELOPE REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES. YOU MAY ALSO VOTE BY TELEPHONE OR THE
INTERNET.
To Shareholders of:
Equity Income Fund,
Equity Index Fund,
Large Company Value Fund,
Large Company Growth Fund,
Mid Cap Value Fund,
Mid Cap Growth Fund,
Small Company Value Fund,
Small Company Growth Fund,
International Equity Fund,
Special Opportunities Equity Fund,
Short U.S. Government Fund,
Intermediate U.S. Government Fund,
Intermediate Corporate Bond Fund,
Georgia Intermediate Tax-Free Fund,
Kentucky Intermediate Tax-Free Fund,
Maryland Intermediate Tax-Free Fund,
North Carolina Intermediate Tax-Free Fund,
South Carolina Intermediate Tax-Free Fund,
Virginia Intermediate Tax-Free Fund,
West Virginia Intermediate Tax-Free Fund,
Prime Money Market Fund,
U.S. Treasury Money Market Fund,
Capital Manager Conservative Growth Fund,
Capital Manager Moderate Growth Fund,
Capital Manager Growth Fund,
Capital Manager Equity Fund
A Special Meeting of Shareholders (the "Special Meeting") of Equity Income
Fund, Equity Index Fund, Large Company Value Fund, Large Company Growth Fund,
Mid Cap Value Fund, Mid Cap Growth Fund, Small Company Value Fund, Small Company
Growth Fund, International Equity Fund, Special Opportunities Equity Fund, Short
U.S. Government Fund, Intermediate U.S. Government Fund, Intermediate Corporate
Bond Fund, Georgia Intermediate Tax-Free Fund, Kentucky Intermediate Tax-Free
Fund, Maryland Intermediate Tax-Free Fund, North Carolina Intermediate Tax-Free
Fund, South Carolina Intermediate Tax-Free Fund, Virginia Intermediate Tax-Free
Fund, West Virginia Intermediate Tax-Free Fund, Prime Money Market Fund, U.S.
Treasury Money Market Fund, Capital Manager Conservative Growth Fund, Capital
Manager Moderate Growth Fund, Capital Manager Growth Fund and Capital Manager
Equity Fund (each a "Fund" and collectively the "Funds"), each a series of BB&T
Funds, has been scheduled for November 1, 2004. The purpose of this Special
Meeting is to submit to the shareholders for a vote important matters regarding
the management of the Funds, including the election of Trustees, the amendment,
reclassification or elimination of certain fundamental investment policies of
the Funds and the approval of a manager of managers structure for the Funds.
While you are welcome to join us at the Special Meeting, most shareholders
vote by filling out and signing the enclosed proxy card (or by telephone or the
Internet). To conduct the Special Meeting, a majority of shares must be
represented either in person or by proxy. Whether
or not you plan to attend the Special Meeting, we need your vote. Please vote by
telephone or the Internet, or mark, sign and date the enclosed proxy card and
return it promptly in the enclosed, postage-paid envelope so that the maximum
number of shares may be voted.
We encourage you to read the enclosed proxy statement thoroughly. In
addition, we have included on the next page a list of some commonly asked
questions and answers. If you have any additional questions, please call your
investment representative or BB&T Funds directly at 1-800-228-1872.
Your vote is very important to us. As always, we thank you for your
confidence and support.
Sincerely,
George O. Martinez
President
BB&T Funds
PLEASE SIGN AND RETURN THE ENCLOSED PROXY BALLOT CARD
(OR VOTE BY TELEPHONE OR THE INTERNET)
YOUR VOTE IS VERY IMPORTANT
BB&T FUNDS
Q. WHY IS THE BOARD OF TRUSTEES PROPOSING TO ELECT AN ADDITIONAL TRUSTEE?
A. Three of BB&T Funds' trustees resigned during the period from November
2003 to May 2004. In May 2004, the trustees elected Douglas R. Van Scoy
and James L. Roberts to join the Board of Trustees. Mr. Van Scoy joined
the Board in May 2004, but federal law requires a shareholder vote before
another trustee may join the Board. The Board believes it is in
shareholders' best interests to have the breadth and depth of talent
represented by seven trustees. The proposed new trustee, James L. Roberts,
has experience from which the Funds and their shareholders are expected to
benefit. Like five of the six current trustees, Mr. Roberts will be
independent with respect to the Funds' investment adviser and distributor.
Q. WHY IS THE BOARD OF TRUSTEES PROPOSING TO CHANGE SOME OF THE INVESTMENT
POLICIES OF THE FUNDS?
A. Shareholder approval is required to change a Fund's "fundamental"
investment objective and restrictions. In an effort to lower fund expenses
and increase fund operating efficiency, the proposed changes will
modernize and standardize investment policies and practices among the
Funds and will help the Funds' adviser and sub-advisers monitor more
efficiently the Funds' compliance with applicable law, SEC regulations and
other restrictions on investments.
Q. WHY IS THE BOARD PROPOSING TO APPROVE A MANAGER OF MANAGERS STRUCTURE?
A. The Funds and their investment advisor are seeking approval to appoint and
replace subadvisors, enter into subadvisory agreements, and amend and
terminate subadvisory agreements on behalf of a Fund without shareholder
approval (the "Manager of Managers Structure") in an effort to lower fund
expenses and increase fund operating efficiency. Employment of the Manager
of Managers Structure is subject to certain conditions, including the
filing of an application with the Securities and Exchange Commission
("SEC") seeking exemptive relief as well as the prior approval of the
Board and shareholders of each Fund.* The Board has issued such prior
approval, and we now seek your prior approval by asking you to approve the
employment of the Manager of Managers Structure with respect to each Fund.
* On October 23, 2003, the SEC issued a proposed rule that would obviate
the need to seek exemptive relief but would still require Board and
shareholder approval. Should this proposed rule become final, the Funds
and their investment advisor intend to rely on such rule.
Q. WHAT IF I DO NOT RETURN MY PROXY VOTING BALLOT?
A. In order to conduct the Shareholder Meeting, a quorum must be present, in
person or by proxy. A quorum with respect to a matter before the Special
Meeting is defined as representation of over 50% of the shares outstanding
as of August 27, 2004 entitled to
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vote on the matter. In the event that not enough shareholders return the
enclosed proxy ballot card to achieve a quorum, we will be forced to incur
additional expense associated with additional solicitations. In order to
avoid additional costs to your Fund(s), please return the completed proxy
ballot as soon as possible.
Q. HOW DO THE TRUSTEES SUGGEST THAT I VOTE?
A. After careful consideration, the Board of Trustees of BB&T Funds
unanimously recommends that you vote "FOR" all of the items on the
enclosed proxy ballot. The Board also urges you to vote and return all the
proxy ballot cards you receive.
Q. WHOM SHOULD I CALL WITH QUESTIONS ABOUT THIS PROXY?
A. If you have any questions regarding this proxy, please contact your
investment representative, or call BB&T Funds directly at 1-800-228-1872.
THE INFORMATION PROVIDED IN THIS "Q&A" IS SUPPORTED BY DISCLOSURES CONTAINED IN
THE ACCOMPANYING PROXY STATEMENT.
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BB&T FUNDS
EQUITY INCOME FUND
EQUITY INDEX FUND
LARGE COMPANY VALUE FUND
LARGE COMPANY GROWTH FUND
MID CAP VALUE FUND
MID CAP GROWTH FUND
SMALL COMPANY VALUE FUND
SMALL COMPANY GROWTH FUND
INTERNATIONAL EQUITY FUND
SPECIAL OPPORTUNITIES EQUITY FUND
SHORT U.S. GOVERNMENT FUND
INTERMEDIATE U.S. GOVERNMENT FUND
INTERMEDIATE CORPORATE BOND FUND
GEORGIA INTERMEDIATE TAX-FREE FUND
KENTUCKY INTERMEDIATE TAX-FREE FUND
MARYLAND INTERMEDIATE TAX-FREE FUND
NORTH CAROLINA INTERMEDIATE TAX-FREE FUND
SOUTH CAROLINA INTERMEDIATE TAX-FREE FUND
VIRGINIA INTERMEDIATE TAX-FREE FUND
WEST VIRGINIA INTERMEDIATE TAX-FREE FUND
PRIME MONEY MARKET FUND
U.S. TREASURY MONEY MARKET FUND
CAPITAL MANAGER CONSERVATIVE GROWTH FUND
CAPITAL MANAGER MODERATE GROWTH FUND
CAPITAL MANAGER GROWTH FUND
CAPITAL MANAGER EQUITY FUND
------------------------
3435 STELZER ROAD
COLUMBUS, OHIO 43219
------------------------
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 1, 2004
---------------------
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Trustees (the
"Trustees") of BB&T Funds (the "Trust") with respect to Equity Income Fund,
Equity Index Fund, Large Company Value Fund, Large Company Growth Fund, Mid Cap
Value Fund, Mid Cap Growth Fund, Small Company Value Fund, Small Company Growth
Fund, International Equity Fund, Special Opportunities Equity Fund, Short U.S.
Government Fund, Intermediate U.S. Government Fund, Intermediate Corporate Bond
Fund, Georgia Intermediate Tax-Free Fund, Kentucky
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Intermediate Tax-Free Fund, Maryland Intermediate Tax-Free Fund, North Carolina
Intermediate Tax-Free Fund, South Carolina Intermediate Tax-Free Fund, Virginia
Intermediate Tax-Free Fund, West Virginia Intermediate Tax-Free Fund, Prime
Money Market Fund, U.S. Treasury Money Market Fund, Capital Manager Conservative
Growth Fund, Capital Manager Moderate Growth Fund, Capital Manager Growth Fund
and Capital Manager Equity Fund (each a "Fund" and collectively the "Funds").
The proxy is revocable at any time before it is voted by sending written notice
of the revocation or a subsequently executed proxy to the Trust at the above
address or by appearing personally and voting on November 1, 2004 at the Special
Meeting of Shareholders of the Funds at 10:00 a.m. Eastern Time at 3435 Stelzer
Road, Columbus, Ohio 43219 (such meeting and any adjournment thereof is referred
to herein as the "Special Meeting"). The cost of preparing and mailing the
Notice of Special Meeting, the proxy card, this proxy statement and any
additional proxy material has been or will be borne by the Funds. Proxy
solicitations will be made primarily by mail, but may also be made by telephone,
telegraph, or personal interview conducted by certain officers or employees of
the Trust or BISYS Fund Services, L.P., each Fund's administrator. [BB&T/BISYS,
WILL SOLICITATION BE MADE BY SPECIALLY ENGAGED EMPLOYEES OR PAID SOLICITORS? IF
SO, MATERIAL FEATURES OF CONTRACT AND COST MUST BE DISCLOSED. FOR EXAMPLE, "With
respect to the Special Meeting, the Trust has engaged [Proxy Solicitor Name
"NAME"] to provide proxy solicitation services as well as advice and consulting
with respect to such proxy solicitation services ("Services"). Under the
agreement pertaining to the provision of Services by NAME, NAME is requested and
authorized by the Trust to contact shareholders of the Funds and to provide
information with respect to matters to be considered at the Special Meeting.
NAME will preserve the confidentiality of all non-public information provided by
or at the request of the Trust or the Trust's respective agents or any
independent parties for NAME's use in rendering the Services. It is anticipated
that NAME will receive approximately $____________, plus out of pocket expenses,
for the provision of Services."] In the event that a shareholder signs and
returns the proxy ballot, but does not indicate a choice as to any of the items
on the proxy ballot, the proxy holders will vote those shares in favor of such
proposal(s).
The Special Meeting is being called for the following purposes: (1) to
elect seven Trustees to hold office until their successors are duly elected and
qualified, (2) to consider amending, reclassifying or eliminating certain
fundamental investment policies of the Funds; (3) to approve a manager of
managers structure and (4) to transact such other business as may properly come
before the Special Meeting or any adjournment thereof. The following table
identifies each proposal that will be considered at the Special Meeting and
indicates the Funds whose shareholders are being solicited to approve the
proposal.
PROPOSAL FUNDS AFFECTED
-------- --------------
1. Election of Trustees All Funds
2. Amend, reclassify or eliminate certain
fundamental investment policies regarding:
Ai. Amendment of restrictions on borrowing money or All Funds, except Equity Income Fund and Equity
issuing senior securities, mortgaging, pledging Index Fund
or hypothecating assets
Aii. Amendment of restrictions on lending All Funds, except Equity Income Fund and Equity
Index Fund
- 5 -
B. Amendment of restrictions regarding purchase or All Funds, except International Equity Fund, Prime
sale of real estate and commodities and oil, Money Market Fund, Equity Income Fund and Equity
gas and minerals Index Fund
Ci. Amendment of restrictions regarding purchase or International Equity Fund
sale of real estate
Cii. Amendment of restrictions regarding purchase or International Equity Fund
sale of commodities and oil, gas and mineral
exploration and development programs
D. Amendment, reclassification, or elimination of All Funds, except International Equity Fund, Prime
restrictions on margin transactions, short Money Market Fund, Equity Income Fund and Equity
sales, and joint participation in securities Index Fund
trading accounts
E. Amendment and reclassification of restrictions International Equity Fund
on margin transactions and short sales
F. Elimination of restriction regarding investment Large Company Value Fund
in other investment companies Short U.S. Government Fund
Intermediate U.S. Government Fund
Georgia Intermediate Tax-Free Fund
Kentucky Intermediate Tax-Free Fund
Maryland Intermediate Tax-Free Fund
North Carolina Intermediate Tax-Free Fund
South Carolina Intermediate Tax-Free Fund
Virginia Intermediate Tax-Free Fund
West Virginia Intermediate Tax-Free Fund
U.S. Treasury Money Market Fund
G. Elimination of restriction regarding North Carolina Intermediate Tax-Free Fund
investments in private activity bonds South Carolina Intermediate Tax-Free Fund
H. Elimination of fundamental policy regarding Large Company Growth Fund
investment of a certain portion of assets in
companies with a certain market capitalization
3. Approval of a manager of managers structure All Funds, except Equity Index Fund
Only shareholders of record ("Shareholders") at the close of business on
August 27, 2004 (the "Record Date") will be entitled to vote at the Special
Meeting and any adjournment(s) thereof. The number of shares that were issued
and outstanding for each Fund on the Record Date ("Shares") is listed in the
table below [TO BE ADDED WHEN DEFINITIVE PROXY IS FILED.]:
FUND SHARES OUTSTANDING
Equity Income Fund
Equity Index Fund
Large Company Value Fund
Large Company Growth Fund
Mid Cap Value Fund
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Mid Cap Growth Fund
Small Company Value Fund
Small Company Growth Fund
International Equity Fund
Special Opportunities Equity Fund
Short U.S. Government Fund
Intermediate U.S. Government Fund
Intermediate Corporate Bond Fund
Georgia Intermediate Tax-Free Fund
Kentucky Intermediate Tax-Free Fund
Maryland Intermediate Tax-Free Fund
North Carolina Intermediate Tax-Free Fund
South Carolina Intermediate Tax-Free Fund
Virginia Intermediate Tax-Free Fund
West Virginia Intermediate Tax-Free Fund
Prime Money Market Fund
U.S. Treasury Money Market Fund
Capital Manager Conservative Growth Fund
Capital Manager Moderate Growth Fund
Capital Manager Growth Fund
Capital Manager Equity Fund
Each full Share is entitled to one vote, and each fractional Share is
entitled to a proportionate fractional vote. This proxy statement and the
enclosed proxy card will be sent to Shareholders on or about September 15, 2004.
The Trust's Agreement and Declaration of Trust and Bylaws do not provide
for annual shareholder meetings, and no such meetings are planned for 2004.
Proposals that shareholders would like to have considered for inclusion in a
proxy statement for any future meeting must be received by the Trust within a
reasonable period of time prior to printing and mailing proxy material for such
meeting.
For purposes of determining the presence of a quorum and counting votes on
the matters presented, Shares represented by abstentions and "broker non-votes"
will be counted as present, but not as votes cast, at the Special Meeting. Under
the Investment Company Act of 1940, as amended (the "1940 Act"), the affirmative
vote necessary to approve a matter under consideration may be determined with
reference to a percentage of votes present at the Special Meeting, which would
have the effect of treating abstentions and non-votes as if they were votes
against the proposal.
The Trust's executive offices are located at 3435 Stelzer Road, Columbus,
Ohio 43219
A COPY OF BB&T FUNDS' ANNUAL REPORT DATED SEPTEMBER 30, 2003 (DECEMBER 31, 2003
for EQUITY INDEX FUND) and SEMI-ANNUAL REPORT DATED MARCH 31, 2004 (JUNE 30,
2004 for EQUITY INDEX FUND) IS AVAILABLE UPON REQUEST AND MAY BE OBTAINED
WITHOUT CHARGE BY CALLING 1-800-228-1872.
- 7 -
PROPOSAL 1 (ALL FUNDS)
ELECTION OF TRUSTEES
The Nominating Committee of the Board of Trustees of BB&T Funds has
nominated seven individuals to serve on the Board. Six of the nominees are
current Trustees, including Thomas W. Lambeth, Robert W. Stewart, Drew T. Kagan,
Laura C. Bingham, Kenneth L. Miller and Douglas R. Van Scoy. One of the
nominees, James L. Roberts, has not previously served as a Trustee of BB&T
Funds. The Board of Trustees has approved the nominations and is recommending
that Shareholders approve the election of the nominees. All shares represented
by valid proxy cards will be voted in favor of the election of the nominees,
unless a Shareholder specifically indicates on a proxy the desire to withhold
authority to vote for any nominee. If for any reason any of the nominees should
not be available for election as contemplated, the proxy holders reserve the
right to substitute such other person or persons as nominees as may be
designated by BB&T Funds' Board of Trustees. Each of the nominees listed above
has consented to being named in this Proxy Statement and has agreed to serve as
a Trustee if elected.
The members of the Board of Trustees are elected by BB&T Funds'
shareholders and have overall responsibility for oversight of the management of
the Funds. The Trustees, in turn, elect the officers of BB&T Funds to supervise
actively its day-to-day operations. Trustees who are not deemed to be
"interested persons" of the Trust as defined in the 1940 Act are referred to as
"Independent Trustees." Trustees who are deemed to be "interested persons" of
the Trust are referred to as "Interested Trustees." Currently, the Trust has
five Independent Trustees and one Interested Trustee. The new nominee, Mr.
Roberts, will meet the qualifications to be an Independent Trustee. The Board of
Trustees met four times during the last fiscal year. The Fund has established
procedures for shareholders to send communications to the Board of Trustees.
Communications should be sent in writing to the Board of Trustees of the BB&T
Funds, c/o Alaina V. Metz, Assistant Secretary to the Fund, 3435 Stelzer Road,
Columbus, Ohio 43219. The Assistant Secretary of the Trust then will promptly
forward copies of all written correspondence to the Board. [TO BE CONFIRMED]
During the fiscal year ended September 30, 2003, each of the Trustees attended
at least 75% of the meetings of the Board and the committees of which such
Trustee was a member. The Funds do not have annual shareholder meetings;
therefore, the Funds do not have a policy regarding Trustee attendance at
shareholder meetings.
STANDING COMMITTEES. There are two standing committees of the Board of
Trustees, an Audit Committee and a Nominations Committee.
The purposes of the Audit Committee are to oversee the Trust's accounting
and financial reporting policies and practices; to oversee the quality and
objectivity of the Trust's financial statements and the independent audit
thereof; to consider the selection of independent public accountants for the
Trust and the scope of the audit; and to act as a liaison between the Trust's
independent auditors and the full Board of Trustees. Messrs. Kagan, Lambeth,
Stewart and Van Scoy and Ms. Bingham serve on this Committee; Mr. Kagan serves
as chair of the committee. Mr. Roberts, if elected to the Board of Trustees, is
expected to be appointed to serve as a member of the Audit Committee. For the
fiscal year ended September 30, 2003, there were two meetings of the Audit
Committee.
- 8 -
The purpose of the Nominations Committee is to recommend qualified
candidates to the Board in the event that a position is vacated or created.
Messrs. Kagan, Lambeth, and Stewart and Ms. Bingham serve on this committee; Mr.
Lambeth serves as chair of the committee. Each member of the Committee is an
Independent Trustee. The Committee will consider nominees recommended by
shareholders. Recommendations should be submitted to the Nominations Committee
in care of BB&T Funds. During the fiscal year ended September 30, 2003, the
Nominations Committee did not meet.
With respect to Independent Trustee nominees, the Nominations Committee's
process for identifying and evaluating nominees involves first determining
whether particular characteristics are prerequisites (e.g., qualifications as an
Audit Committee Financial Expert) and, if so, specification of such
prerequisites, which then leads to the consideration of candidates with the
required characteristics. Names of prospective nominees are then submitted to
the Committee's Chairman by the Committee members and/or the Chairman may
solicit recommendations from non-Committee members, including personnel of the
Trust's investment's adviser, sub-adviser, principal underwriter, and/or
administrator, in addition to any shareholder recommendations submitted.
Additional information may be acquired for candidates deemed promising by the
Chairman. All candidates must complete and return to counsel for the Independent
Trustees a questionnaire regarding independence prior to being nominated. A
majority of the Committee must then determine which candidates shall be
interviewed and then conduct the interview. A candidate will be formally
nominated only upon the affirmative vote of a majority of the full Committee.
With respect to Interested Trustee nominees, the Funds' investment adviser or
its affiliates and/or the Funds' principal underwriter or its affiliates will
typically identify a candidate, who will then be considered by the full Board. A
candidate will be formally nominated only upon the affirmative vote of a
majority of the full Board.
The Trustees, nominee for Trustee, and officers of the Funds, their ages,
the position they hold with the Funds, their term of office and length of time
served, a description of their principal occupations during the past five years,
the number of portfolios in the fund complex that the Trustee oversees and any
other directorships held by the Trustee are listed in the two tables immediately
following. The business address of the persons listed below is 3435 Stelzer
Road, Columbus, Ohio 43219-3035.
TERM OF NUMBER OF
OFFICE PORTFOLIOS
POSITION(S) AND IN FUND OTHER
HELD WITH LENGTH COMPLEX DIRECTORSHIPS
NAME, ADDRESS, AND THE OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY HELD BY
DATE OF BIRTH FUNDS SERVED DURING THE PAST 5 YEARS TRUSTEE TRUSTEE
------------- ----- ------ ----------------------- ------- -------
NOMINEES FOR INDEPENDENT TRUSTEES
Thomas W. Lambeth Trustee Indefinite, From January 2004 to present, 26 None
700 Yorkshire Road 8/92 Senior Fellow, Z. Smith
Winston-Salem, NC 27106 -Present Reynolds Foundation; from
Birthdate: 01/08/35 1978 to January 2001,
Executive Director, Z. Smith
Reynolds Foundation.
- 9 -
TERM OF NUMBER OF
OFFICE PORTFOLIOS
POSITION(S) AND IN FUND OTHER
HELD WITH LENGTH COMPLEX DIRECTORSHIPS
NAME, ADDRESS, AND THE OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY HELD BY
DATE OF BIRTH FUNDS SERVED DURING THE PAST 5 YEARS TRUSTEE TRUSTEE
------------- ----- ------ ----------------------- ------- -------
Robert W. Stewart Trustee Indefinite, Retired; Chairman and Chief 26 None
201 Huntington Road 2/94 Executive Officer of
Greenville, SC 29615 -Present Engineered Custom Plastics
Birthdate: 05/22/32 Corporation from 1969 to 1990.
Drew T. Kagan Trustee Indefinite, From December 2003 to 26 None
Montecito Advisors, Inc. 8/00 present, President and
810 N. Jefferson St., Ste 101 -Present Director, Montecito Advisors,
Lewisburg, WV 24901 Inc..; from March 1996 to
Birthdate: 02/21/48 December 2003, President,
Investment Affiliate, Inc.;
March 1992 to March 1996,
President, Provident
Securities & Investment Co.
Laura C. Bingham Trustee Indefinite, From July 1998 to present, 26 None
Peace College 2/01-Present President of Peace College;
Office of the President November 1997 to May 1998,
15 East Peace Street Senior Vice President of
Raleigh, NC 27604-1194 Philanthropy and President of
Birthdate: 11/09/56 Fort Sanders Foundation
Covenant Health.
Douglas Van Scoy Trustee Indefinite, Retired; From November 1974 26 None
841 Middle St. 5/04 to July 2001, Deputy Director
Sullivans Island, SC 26481 -Present of Private Client Group and
Birthdate: 11/09/43 Senior Executive Vice
President of Smith
Barney (investment
banking).
James L. Roberts Nominee N/A Retired; From January 1999 N/A None
7 Kittansett Court for to December 2003,
Skillman, NJ 08558 Trustee President, CEO and
Birthdate: 11/23/42 Director, Covest
Bancshares, Inc.
NOMINEE FOR INTERESTED TRUSTEE
*Kenneth L. Miller Trustee Indefinite, From August 1998 to present, 26 None
200 W. Second Street, 16th Floor 11/02 - Executive Vice President,
Winston-Salem, NC 27101 present Branch Banking and Trust
Birthdate: 09/19/46 Company; employee of Branch
Banking and Trust Company
since 1989.
- -----------------
* Mr. Miller is treated by the Funds as an "interested person" (as defined
in Section 2(a)(19) of the 1940 Act) of the Funds. Mr. Miller is an
"interested person" because he owns shares of BB&T Corporation and is an
Executive Vice President of BB&T Corporation, the publicly traded parent
of the Adviser.
- 10 -
TERM OF NUMBER OF
OFFICE PORTFOLIOS
POSITION(S) AND IN FUND OTHER
HELD WITH LENGTH COMPLEX DIRECTORSHIPS
NAME, ADDRESS, AND THE OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY HELD BY
DATE OF BIRTH FUNDS SERVED DURING THE PAST 5 YEARS TRUSTEE TRUSTEE
------------- ----- ------ ----------------------- ------- -------
OFFICERS
George O. Martinez President Indefinite, From August 2002 to N/A N/A
Birthdate: 03/11/59 11/03 - present, Senior Vice
Present President-Client
Services, BISYS Fund
Services; from June 2001
to August 2002, CEO and
President, Fund Watch Dog
Services LLC; from June
2000 to June 2001, Senior
Vice President and Senior
Managing Counsel, State
Street Corporation; from
March 1998 to May 2000,
National Director of
Investment Management and
Regulatory Consulting,
Arthur Andersen.
James T. Gillespie Vice President Indefinite, From February 1992 N/A N/A
Birthdate: 11/12/66 5/02 - present, employee of
Present BISYS Fund Services
E.G. Purcell, III Vice President Indefinite, From 1995 to present, N/A N/A
Birthdate: 01/01/55 11/00 - Senior Vice President,
Present BB&T Asset Management,
Inc. and its predecessors
Troy A. Sheets Treasurer Indefinite, From April 2002 to N/A N/A
Birthdate: 05/29/71 5/02 - present, employee of
Present BISYS Fund Services;
from September 1993 to
April 2002, employee of
KPMG LLP
Frank J. Pavlak Vice Indefinite, From September 2004 to N/A N/A
Birthdate: 03/23/47 President, 9/04 - present, Senior Vice
Chief Present President and Chief
Compliance and Compliance Officer, The
AML Officer BISYS Group, Inc.; from
1999 to 2004, Director of
Compliance, Oppenheimer
Funds, Inc.; from 1981 to
1999, Branch Chief, U.S.
Securities & Exchange
Commission
- 11 -
TERM OF NUMBER OF
OFFICE PORTFOLIOS
POSITION(S) AND IN FUND OTHER
HELD WITH LENGTH COMPLEX DIRECTORSHIPS
NAME, ADDRESS, AND THE OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY HELD BY
DATE OF BIRTH FUNDS SERVED DURING THE PAST 5 YEARS TRUSTEE TRUSTEE
------------- ----- ------ ----------------------- ------- -------
Alaina V. Metz Assistant Indefinite, From June 1995 to N/A N/A
Birthdate: 04/07/67 Secretary 9/95 - present, employee, BISYS
Present Fund Services
Chris Sabato Assistant Indefinite From February 1993 to N/A N/A
Birthdate: 12/15/68 Treasurer 11/02- present, employee of
Present BISYS Fund Services
The officers of BB&T Funds receive no compensation directly from BB&T Funds for
performing the duties of their offices. BISYS Fund Services, L.P. receives fees
from BB&T Funds for acting as Administrator and BISYS Fund Services Ohio, Inc.
receives fees from BB&T Funds for acting as Transfer Agent and for providing
fund accounting services to BB&T Funds. Under the Administration Agreement
between BB&T Funds and BISYS Fund Services, L.P. (the "Administrator"), the
Administrator provides various administrative services, one of which includes
providing individuals reasonably acceptable to the Funds' Board of Trustees to
serve as officers of the Funds. Under the Administration Agreement for expenses
assumed and services provided as manager and administrator, the Administrator
receives a fee from each Fund equal to the lesser of (a) a fee computed at the
annual rate of twenty one-hundredths of one percent (0.20%) of such Fund's
average daily net assets or (b) such fee as may from time to time be agreed upon
in writing by BB&T Funds and the Administrator.
The following table discloses the dollar range of equity securities
beneficially owned by each Trustee and nominee for Trustee (i) in each Fund and
(ii) on an aggregate basis in any registered investment companies overseen by
the Trustee within the same family of investment companies as the Trust as of
December 31, 2003.
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL REGISTERED
INVESTMENT COMPANIES OVERSEEN BY
NAME OF TRUSTEE OR DOLLAR RANGE OF EQUITY SECURITIES TRUSTEE IN THE FAMILY OF INVESTMENT
NOMINEE FOR TRUSTEE IN THE FUNDS COMPANIES
- ------------------- ------------ ---------
Thomas W. Lambeth Small Company Growth Fund $1-$10,000 $1-$10,000
Robert W. Stewart South Carolina Tax-Free Fund >$100,000 >$100,000
Equity Index Fund $10,001-$50,000
Mid Cap Growth Fund $10,001-$50,000
Special Opportunities Fund $10,001-$50,000
Conservative Growth Fund $10,001-$50,000
Drew T. Kagan Large Company Value Fund $10,001-$50,000 $10,001-$50,000
Laura C. Bingham North Carolina Intermediate Tax-Free Fund $10,001-$50,000 $10,001-$50,000
Richard F. Baker* Large Company Growth Fund $1-$10,000 $1-$10,000
W. Ray Long* Intermediate U.S. Government Fund >$100,000 >$100,000
Large Company Value Fund >$100,000
Balanced Fund $10,001-$50,000
Small Cap Growth Fund $1-$10,000
International Equity Fund $1-$10,000
Kenneth L. Miller $0 $0
Douglas Van Scoy $0 $0
James L. Roberts $0 $0
- 12 -
As of August 11, 2004, the Officers and Trustees owned less than 1% of any class
of any Fund.
* Mr. Baker resigned as a trustee of the BB&T Funds on April 2, 2004. Mr. Long
resigned as a trustee of the BB&T Funds on May 9, 2004.
[ROBERTS INFORMATION TO BE CONFIRMED]
TRUSTEES COMPENSATION**
Aggregate
Compensation from Pension or
the Funds for the Retirement Benefits Estimated Annual Total Compensation
Fiscal Year Ending Accrued as Part of Benefits from Fund Complex
Name of Trustee September 30, 2003 Fund Expenses Upon Retirement Paid to Trustee
--------------- ------------------ ------------- --------------- ---------------
William E. Graham, Jr.* $22,500 None None $22,500
Thomas W. Lambeth $22,500 None None $22,500
Robert W. Stewart $22,500 None None $22,500
Drew T. Kagan $22,500 None None $22,500
Laura C. Bingham $22,500 None None $22,500
Richard F. Baker* $22,500 None None $22,500
W. Ray Long* $20,000 None None $20,000
Kenneth L. Miller None None None None
*Mr. Graham resigned as a trustee of the BB&T Funds on November 19, 2003. Mr.
Baker resigned as a trustee of the BB&T Funds on April 2, 2004. Mr. Long
resigned as a trustee of the BB&T Funds on May 9, 2004.
** Figures are for the Funds' fiscal year ended September 30, 2003. BB&T Funds
includes twenty-six separate series.
- 13 -
The following table lists the officers of the BB&T Funds who hold
positions with affiliated persons or the principal underwriter of the BB&T
Funds:
POSITIONS HELD WITH AFFILIATED PERSONS OR
NAME PRINCIPAL UNDERWRITERS OF THE FUNDS
---- -----------------------------------
George O. Martinez BISYS Fund Services, Senior Vice President-Client Services
James T. Gillespie BISYS Fund Services, Director Client Services
Troy A. Sheets BISYS Fund Services, Vice President
Alaina V. Metz BISYS Fund Services, Vice President
Chris Sabato BISYS Fund Services, Director
Frank Pavlak The BISYS Group, Inc., Senior Vice President and Chief Compliance Officer
E.G. Purcell, III BB&T Asset Management, Inc., Senior Vice President
REQUIRED VOTE
A plurality of the votes cast in person or by proxy at the Special Meeting
is required for the election of each Trustee. Shareholders of all Funds will
vote together as a single class on Proposal 1.
PROPOSAL 2
AMENDMENT, RECLASSIFICATION OR ELIMINATION OF
CERTAIN FUNDAMENTAL INVESTMENT POLICIES
Each of the Funds has adopted investment policies that limit the nature
and extent of the securities in which the Fund may invest. Under the 1940 Act,
certain policies can only be changed by a vote of the shareholders of the
affected fund, and are considered "fundamental." Policies governing certain
matters are required by the 1940 Act to be fundamental, while other policies may
be designated as fundamental at the election of the Fund. A number of the BB&T
Funds' existing fundamental investment policies were adopted in response to
legal, regulatory, business, or industry requirements or conditions that in many
cases no longer prevail. BB&T Funds' management recommended changes to the
Funds' investment policies that are designed to meet fully the requirements of
the 1940 Act and the rules and regulations thereunder while providing the Funds'
adviser and sub-advisers increased flexibility to respond to changes in the
regulatory and economic landscape.
Other than considering the viability of permitting certain Funds to
acquire shares of series of certain exchange-traded funds consistent with
exemptive relief granted by the SEC, BB&T Funds' management has indicated that
it has no present intention of changing the investment process or portfolio of
any Fund if the investment policies are modified as proposed. Rather, the
modifications will help minimize the costs and delays that would be associated
with holding future shareholders' meetings to revise fundamental investment
policies and restrictions that have become outdated or inappropriate. These
changes are also intended to standardize the policies across Funds, which will
help the adviser and sub-advisers more efficiently and more easily monitor the
Funds' compliance with applicable SEC regulations and other restrictions on
investments.
[At a meeting on September 1, 2004, BB&T Funds' Board of Trustees approved
the proposed changes to the Funds' fundamental investment policies and
recommends that Shareholders of the affected Funds vote to approve each
proposal. In certain cases, the Board is
- 14 -
recommending that the language of a fundamental investment restriction or
objective be modified. In other cases, the Board is recommending that a policy
be eliminated altogether as unnecessarily restrictive. TO BE CONFIRMED] The
Board of Trustees can change a non-fundamental investment policy without
shareholder approval. Following is a summary and discussion of the proposed
changes. The applicable current fundamental investment policies of the Funds and
the proposed changes to them are listed in tabular form in Appendix A to this
Proxy Statement.
PROPOSALS 2Ai AND 2Aii (ALL FUNDS, EXCEPT EQUITY INCOME FUND AND EQUITY INDEX
FUND)
Amendment of restrictions on (i) borrowing money or issuing senior
securities, mortgaging, pledging or hypothecating assets and (ii) lending
Sections 8(b)(1)(B), (C) and (G) of the 1940 Act and Items 11(c)(1)(i),
(ii) and (vi) of Form N-1A (the SEC's statement of certain disclosure
requirements that apply to mutual funds) require each Fund to set forth a
fundamental policy indicating the extent to which the Fund may borrow money,
issue senior securities and make loans. Under Section 18(f)(1) of the 1940 Act,
the Funds may not issue senior securities, except the Funds may borrow for any
purpose up to 33 1/3 % of total assets. Currently, certain Funds have investment
policies that restrict their ability to enter into reverse repurchase
agreements. These Funds also have policies that do not permit, in certain
circumstances, a Fund to mortgage, pledge, or hypothecate assets, and limit
certain purchases while borrowings are outstanding. The Board of Trustees is
recommending that these policies be modified to standardize these policies
across the Funds and conform the restrictions to the federal statutory and
regulatory requirements. As modified, the policies would provide that
"Each Fund may borrow money or lend to the extent permitted by the
Investment Company Act of 1940, or the rules or regulations thereunder as
such statute, rules or regulations may be amended from time to time, or by
regulatory guidance or interpretation of such statute, rules or
regulations."
"Each Fund may issue senior securities to the extent permitted by the
Investment Company Act of 1940, or the rules or regulations thereunder as
such statute, rules or regulations may be amended from time to time, or by
regulatory guidance or interpretation of such statute, rules or
regulations."
The current policies are more restrictive than applicable law. If the
policies are revised, each Fund will be permitted to take actions with respect
to borrowing money or lending or issuing senior securities to the fullest extent
of the law. In addition, should the 1940 Act or the rules or regulations
thereunder be amended, the policies will not restrict the Fund's ability and the
Funds will not be required to hold an additional shareholder meeting to be able
to take actions permitted by law.
PROPOSAL 2B (ALL FUNDS, EXCEPT INTERNATIONAL EQUITY FUND, PRIME MONEY MARKET
FUND, EQUITY INCOME FUND AND EQUITY INDEX FUND)
Amendment of restrictions regarding purchase or sale of real estate and
commodities and oil, gas and minerals
Sections 8(b)(1)(F) of the 1940 Act and Item 11(c)(1)(v) of Form N-1A (the
SEC's statement of certain disclosure requirements that apply to mutual funds)
require each Fund to set
- 15 -
forth a fundamental policy regarding the purchase and sale of real estate and
commodities. Currently, several of the Funds have investment policies that
restrict their ability to purchase and sell commodities and real estate, but
carve out certain exceptions for options and futures contracts and/or securities
secured by real estate or interests therein. Some of the Funds have policies
that do not permit the Fund to invest in futures contracts.
As modified, the policies would provide that
"Each Fund may purchase or sell commodities, commodities contracts,
futures contracts, or real estate to the extent permitted by the
Investment Company Act of 1940, or the rules or regulations thereunder as
such statute, rules or regulations may be amended from time to time, or by
regulatory guidance or interpretation of such statute, rules or
regulations."
Additionally, some of the Funds have fundamental investment policies
against investing in "oil, gas or mineral exploration leases or development
programs." There is no federal requirement for such restrictions. The Funds'
policies are based on no longer applicable laws and regulations of several
states. The Board is recommending that these policies be eliminated.
PROPOSALS 2Ci AND 2Cii (INTERNATIONAL EQUITY FUND)
Amendment of restrictions regarding purchase or sale of (i) real estate
and (ii) commodities and oil, gas and mineral exploration and development
programs
Sections 8(b)(1)(F) of the 1940 Act and Item 11(c)(1)(v) of Form N-1A (the
SEC's statement of certain disclosure requirements that apply to mutual funds)
require each Fund to set forth a fundamental policy regarding the purchase and
sale of real estate and commodities. Currently, the International Equity Fund
has an investment policy with respect to each of these items that is more
restrictive than applicable law.
As modified, the policies would provide that the:
"International Equity Fund may purchase or sell real estate to the extent
permitted by the Investment Company Act of 1940, or the rules or
regulations thereunder as such statute, rules or regulations may be
amended from time to time, or by regulatory guidance or interpretation of
such statute, rules or regulations.
"International Equity Fund may purchase or sell commodities, commodities
contracts, or futures contracts to the extent permitted by the Investment
Company Act of 1940, or the rules or regulations thereunder as such
statute, rules or regulations may be amended from time to time, or by
regulatory guidance or interpretation of such statute, rules or
regulations.
Additionally, the International Equity Fund has fundamental investment
policies against investing in "oil, gas or mineral exploration leases or
development programs." There is no federal requirement for such restrictions.
The Fund's policies are based on no longer applicable laws and regulations of
several states. The Board is recommending that these policies be eliminated.
PROPOSAL 2D (ALL FUNDS, EXCEPT INTERNATIONAL EQUITY FUND, PRIME MONEY MARKET
FUND, EQUITY INCOME FUND AND EQUITY INDEX FUND)
- 16 -
Amendment, reclassification, or elimination of restrictions on margin
transactions, short sales, and joint participation in securities trading
accounts
a. Margin transactions
Section 12(a)(1) of the 1940 Act makes it unlawful for an investment
company, in contravention of any applicable SEC rules or orders, to purchase
securities on margin except for such short-term credits as are necessary for the
clearance of transactions. However, there are no applicable SEC rules or orders,
nor does the 1940 Act require that funds state a fundamental investment policy
regarding this matter. Similarly, while Item 11(b) of Form N-1A requires a
description of any fundamental policy that a fund may have with respect to
principal investment strategies and risks, instruction 3 to Item 4 excludes a
negative strategy (e.g., a strategy not to invest in a particular type of
security) from the definition of a principal investment strategy.
Accordingly, the Board is recommending that the Funds' restrictions on
margin lending be eliminated as fundamental and modified and restated as a
non-fundamental policy. The non-fundamental policy would reflect the exception
for clearing transactions that is permitted under the 1940 Act and the exception
currently used by many mutual funds for margin deposits in connection with
options, futures and forwards. The Board has approved the adoption by each Fund
of a new non-fundamental policy to provide that:
"Each Fund may not purchase securities on margin, except that a Fund may
obtain such short-term credits as are necessary for the clearance of
portfolio transactions, and a Fund may make margin payments in connection
with futures contracts, options, forward contracts, swaps, caps, floors,
collars and other financial instruments."
b. Short sales
Section 12(a)(3) of the 1940 Act makes it unlawful for an investment
company, in contravention of applicable SEC rules or orders, to effect a short
sale of any security, except in connection with an underwriting in which the
fund is a participant. Also, as stated in Guide 9 to former Form N-1A, the SEC
staff has viewed a short sale, other than a short sale "against the box," as the
creation of a senior security. (A short sale "against the box" is a short sale
of a security that the seller also owns or has the right to acquire.) As with
margin transactions, however, there are no applicable SEC rules or orders, nor
does the 1940 Act require that funds state a fundamental investment policy
regarding this matter. Also, Guide 3 and Guide 9 to former Form N-1A, taken
together, only require the description of any fundamental policy with respect to
short sales if such policy exists.
Accordingly, the Board is recommending that the Funds' restrictions on
short selling be eliminated as fundamental and modified and restated as a
non-fundamental policy. The non-fundamental policy would reflect the exception
for short sales "against the box" that is permitted under the SEC staff
interpretation of the 1940 Act. The Board has approved the adoption by each Fund
of a new non-fundamental policy to provide that:
"Each Fund may not sell securities short (unless it owns or has the right
to obtain securities equivalent in kind and amount to the securities sold
short), however, this policy does not prevent a Fund from entering into
short positions in foreign currency, futures contracts, options, forward
contracts, swaps, caps, floors, collars
- 17 -
and other financial instruments and a Fund may obtain such short-term
credits as are necessary for the clearance of portfolio transactions."
c. Joint participation in securities trading accounts
Certain Funds have fundamental investment policies prohibiting joint
participation in securities trading accounts. The restriction is derived from
Section 12(a)(2) of the 1940 Act, which makes it unlawful for an investment
company, in contravention of applicable SEC rules or order, to participate on a
joint or a joint and several basis in any trading account in securities, except
in connection with an underwriting in which such registered investment company
is a participant. However, there are no applicable SEC rules or orders, nor does
the 1940 Act require that funds state a fundamental policy regarding this
matter. Accordingly, the Board is recommending that this fundamental policy be
eliminated.
PROPOSAL 2E (INTERNATIONAL EQUITY FUND)
Amendment and reclassification of restrictions on margin transactions and
short sales
a. Margin transactions
Section 12(a)(1) of the 1940 Act makes it unlawful for an investment
company, in contravention of any applicable SEC rules or orders, to purchase
securities on margin except for such short-term credits as are necessary for the
clearance of transactions. However, there are no applicable SEC rules or orders,
nor does the 1940 Act require that funds state a fundamental investment policy
regarding this matter. Similarly, while Item 11(b) of Form N-1A requires a
description of any fundamental policy that a fund may have with respect to
principal investment strategies and risks, instruction 3 to Item 4 excludes a
negative strategy (e.g., a strategy not to invest in a particular type of
security) from the definition of a principal investment strategy.
Accordingly, the Board is recommending that the International Equity
Fund's restrictions on margin lending be eliminated as fundamental and modified
and restated as a non-fundamental policy. The non-fundamental policy would
reflect the exception for clearing transactions that is permitted under the 1940
Act and the exception currently used by many mutual funds for margin deposits in
connection with options, futures and forwards. The Board has approved the
adoption by the Fund of a new non-fundamental policy to provide that:
"The Fund may not purchase securities on margin, except that the Fund may
obtain such short-term credits as are necessary for the clearance of
portfolio transactions, and the Fund may make margin payments in
connection with futures contracts, options, forward contracts, swaps,
caps, floors, collars and other financial instruments."
b. Short sales
Section 12(a)(3) of the 1940 Act makes it unlawful for an investment
company, in contravention of applicable SEC rules or orders, to effect a short
sale of any security, except in connection with an underwriting in which the
fund is a participant. Also, as stated in Guide 9 to former Form N-1A, the SEC
staff has viewed a short sale, other than a short sale "against the box," as the
creation of a senior security. (A short sale "against the box" is a short sale
of a security that the seller also owns or has the right to acquire.) As with
margin transactions, however, there are no applicable SEC rules or orders, nor
does the 1940 Act require that funds
- 18 -
state a fundamental investment policy regarding this matter. Also, Guide 3 and
Guide 9 to former Form N-1A, taken together, only require the description of any
fundamental policy with respect to short sales if such policy exists.
Accordingly, the Board is recommending that the International Equity
Fund's restrictions on short selling be eliminated as fundamental and modified
and restated as a non-fundamental policy. The non-fundamental policy would
reflect the exception for short sales "against the box" that is permitted under
the SEC staff interpretation of the 1940 Act. The Board has approved the
adoption by the International Equity Fund of a new non-fundamental policy to
provide that:
"The Fund may not sell securities short (unless it owns or has the right
to obtain securities equivalent in kind and amount to the securities sold
short), however, this policy does not prevent the Fund from entering into
short positions in foreign currency, futures contracts, options, forward
contracts, swaps, caps, floors, collars and other financial instruments
and the Fund may obtain such short-term credits as are necessary for the
clearance of portfolio transactions."
PROPOSAL 2F (LARGE COMPANY VALUE FUND, GEORGIA INTERMEDIATE TAX-FREE FUND,
KENTUCKY INTERMEDIATE TAX-FREE FUND, MARYLAND INTERMEDIATE TAX-FREE FUND, NORTH
CAROLINA INTERMEDIATE TAX-FREE FUND, SOUTH CAROLINA INTERMEDIATE TAX-FREE FUND,
VIRGINIA INTERMEDIATE TAX-FREE FUND, WEST VIRGINIA INTERMEDIATE TAX-FREE FUND,
SHORT U.S. GOVERNMENT FUND, INTERMEDIATE U.S. GOVERNMENT FUND AND U.S. TREASURY
MONEY MARKET FUND)
Elimination of the restriction regarding investment in other investment
companies
Large Company Value Fund, Georgia Intermediate Tax-Free Fund, Kentucky
Intermediate Tax-Free Fund, Maryland Intermediate Tax-Free Fund, North Carolina
Intermediate Tax-Free Fund, South Carolina Intermediate Tax-Free Fund, Virginia
Intermediate Tax-Free Fund, West Virginia Intermediate Tax-Free Fund, Short U.S.
Government Fund, Intermediate U.S. Government Fund and U.S. Treasury Money
Market Fund each currently have investment policies that provide, in relevant
part, that each Fund may not:
"Invest in securities of other investment companies, except as such
securities may be acquired as part of a merger, consolidation,
reorganization, or acquisition of assets; PROVIDED, HOWEVER, that (i) the
Large Company Value Fund, the Georgia Intermediate Tax-Free Fund, the
Kentucky Intermediate Tax-Free Fund, the Maryland Intermediate Tax-Free
Fund, the North Carolina Intermediate Tax-Free Fund, the South Carolina
Intermediate Tax-Free Fund, the Virginia Intermediate Tax-Free Fund, the
West Virginia Intermediate Tax-Free Fund, the Short U.S. Government Fund
and the Intermediate U.S. Government Fund may purchase securities of a
money market fund, including securities of the U.S. Treasury Fund and the
Prime Money Market Fund; and (ii) the Georgia Intermediate Tax-Free Fund,
the Kentucky Intermediate Tax-Free Fund, the Maryland Intermediate
Tax-Free Fund, the North Carolina Intermediate Tax-Free Fund, the South
Carolina Intermediate Tax-Free Fund, the Virginia Intermediate Tax-Free
Fund and the West Virginia Intermediate Tax-Free Fund may purchase
securities of a money market fund which invests primarily in high quality
short-term obligations exempt from Federal income tax, if, with respect to
the Fund, immediately after such purchase, the acquiring Fund does not own
in the
- 19 -
aggregate (a) more than 3% of the acquired company's outstanding voting
securities, (b) securities issued by the acquired company having an
aggregate value in excess of 5% of the value of the total assets of the
acquiring Fund, or (c) securities issued by the acquired company and all
other investment companies (other than Treasury stock of the acquiring
Fund) having an aggregate value in excess of 10% of the value of the
acquiring Fund's total assets."
The 1940 Act limits the amount that a Fund may invest in other investment
companies, prohibiting the Fund from: (i) owing more than 3% of the total
outstanding voting stock of a single other investment company; (ii) investing
more than 5% of its total assets in the securities of a single other investment
company; and (iii) investing more than 10% of its total assets in securities of
all other investment companies. However, the Board is considering the viability
of permitting certain Funds to acquire shares of series of certain
exchange-traded funds "ETFs" in excess of the 5% and 10% limits described in
this paragraph pursuant to exemptive relief granted by the SEC to certain ETFs.
Also, under the 1940 Act, a Fund's policy with respect to investment in other
investment companies is not required to be fundamental. The Board of Trustees is
recommending that the policy be eliminated to allow each Fund to purchase shares
of other investment companies in accordance with the 1940 Act and the rules and
regulations promulgated thereunder and any exemptive orders issued by the SEC.
PROPOSAL 2G (NORTH CAROLINA INTERMEDIATE TAX-FREE FUND AND SOUTH CAROLINA
INTERMEDIATE TAX-FREE FUND)
Elimination of the restriction regarding investments in private activity
bonds
The North Carolina Intermediate Tax-Free Fund and the South Carolina
Intermediate Tax-Free Fund have the following fundamental investment
restriction:
"The Fund may not invest in private activity bonds where the payment of
principal and interest are the responsibility of a company (including its
predecessors) with less than three years of continuous operation."
No fundamental policy with respect to investments in private activity
bonds is required under the 1940 Act, and this policy is based on no longer
applicable concerns regarding the tax treatment of certain organizations under
certain sections of the Internal Revenue Code.
PROPOSAL 2H (LARGE COMPANY GROWTH FUND)
Elimination of a fundamental policy regarding investment of a certain
portion of assets in companies with a certain market capitalization
Large Company Growth Fund has a fundamental policy that at least 65% of
the Fund's total assets will be invested in companies whose market
capitalization exceeds the mean capitalization of the companies in the S&P(R)
500 Index (the "65% fundamental policy"). The 1940 Act does not require a
fundamental policy with respect to the market capitalization of the companies in
which a Fund may invest.
The Fund also has a non-fundamental policy that under normal circumstances
it will invest at least 80% of its net assets plus borrowings in the securities
of large companies (the "80% non-fundamental policy"). This policy will not be
changed without 60 days' advance
- 20 -
notice to shareholders. Large companies are those companies with market
capitalizations within the range of those companies in the Russell 1000(R)
Growth Index.
The Board of Trustees recommends elimination of the 65% fundamental
policy. The 65% fundamental policy and 80% non-fundamental policy has become
incompatible under certain circumstances because the policies are based on
different indexes. If the 65% fundamental policy is eliminated, the Board of
Trustees intends to leave unchanged the 80% non-fundamental policy, which will
ensure that, under normal circumstances, the substantial majority of the Fund's
investments will be in large companies.
REQUIRED VOTE
To be effective with respect to any Fund, each of Proposals 2A through 2H
must receive the affirmative vote of "a majority of the outstanding voting
securities" of the particular Fund entitled to vote on the proposal, as defined
in the 1940 Act. Under the 1940 Act, a vote of a majority of the outstanding
voting securities of a Fund means of the lesser of: (a) 67% or more of the
outstanding Shares of the Fund present at the Special Meeting, if the holders of
more than 50% of the outstanding Shares are present or represented by proxy, and
(b) more than 50% of the outstanding Shares of the Fund.
PROPOSAL 3 (ALL FUNDS, EXCEPT EQUITY INDEX FUND)
TO APPROVE A MANAGER OF MANAGERS STRUCTURE
On September 1, 2004, the Trustees, including a majority of the Trustees
who are not interested persons of the Funds, as defined in the 1940 Act,
unanimously approved on behalf of the Funds the proposed Manager of Managers
Structure, which will permit a Fund to hire, terminate and replace sub-advisors
more efficiently according to the judgment of the Board, Independent Trustees,
and the investment advisor. [TO BE CONFIRMED]
At the present time, BB&TAM serves as investment advisor to the Funds
pursuant to an investment advisory contract dated February 1, 2001, as amended
and restated on May 23, 2003 (the "Investment Advisory Agreement"). Under the
Investment Advisory Agreement, the Adviser may make the day-to-day investment
decisions for a Fund or employ a sub-advisor at its expense to provide
day-to-day management. Regardless of whether it employs a sub-advisor, Adviser
continuously reviews, supervises and administers a Fund's investment programs.
In order to employ the Manager of Managers Structure, the Funds and the
Adviser currently must seek exemptive relief from SEC to permit the Adviser,
subject to certain conditions, including the prior approval of the Funds' Board
of Trustees and shareholders, to appoint and replace subadvisers, enter into
subadvisory agreements, and amend and terminate subadvisory agreements on behalf
of a Fund without shareholder approval.* If exemptive relief is obtained from
the SEC, the Adviser will have the ability to change the fee payable to a
subadviser or appoint a new subadviser at a fee different than that paid to the
current subadviser, which in turn may result in a different fee retained by the
Adviser (but will not affect the investment advisory fee paid by a shareholder).
At a Board meeting held on September 1, 2004, the Board unanimously
approved the Manager of Managers Structure with respect to each Fund and also
determined that is in the best interests of shareholders of such Funds to
approve the Manager of Managers Structure. In
- 21 -
reaching this conclusion, the Board determined that the Manager of Managers
Structure will provide two principal benefits to shareholders. First, it will
reduce fund expenses to the extent that a Fund employing the Manager of Managers
Structure will not have to prepare and solicit proxies each time a sub-advisory
agreement is entered into or materially amended. Second, it will enable a Fund
employing the Manager of Managers Structure to operate more efficiently. In
particular, it will permit a Fund to hire, terminate and replace sub-advisers
more efficiently according to the judgment of the Board, Independent Trustees,
and the Adviser.
* On October 23, 2003, the SEC issued a proposed rule that would obviate the
need to seek exemptive relief but would still require Board and shareholder
approval. Should this proposed rule become final, the Funds and their investment
advisor intend to rely on such rule.
ADDITIONAL INFORMATION
OTHER MATTERS AND DISCRETION
OF PERSONS NAMED IN THE PROXY
While the Special Meeting is called to act upon any other business that
may properly come before it, at the date of this proxy statement the only
business that the management intends to present or knows that others will
present is the business stated in the Notice of Meeting. If any other matters
lawfully come before the Special Meeting, and in all procedural matters at the
Special Meeting, it is the intention that the enclosed proxy shall be voted in
accordance with the best judgment of the persons named as proxies therein, or
their substitutes, present and acting at the Special Meeting.
If at the time any session of the Special Meeting is called to order, a
quorum is not present, in person or by proxy, the persons named as proxies may
vote those proxies that have been received to adjourn the Special Meeting to a
later date. In the event that a quorum is present but sufficient votes in favor
of one or more of the proposals have not been received, the persons named as
proxies may propose one or more adjournments of the Special Meeting to permit
further solicitation of proxies with respect to any such proposal. All such
adjournments will require the affirmative vote of a majority of the Shares
present in person or by proxy at the session of the Special Meeting to be
adjourned. The persons named as proxies will vote those proxies that they are
entitled to vote in favor of the proposal, in favor of such an adjournment, and
will vote those proxies required to be voted against the proposal, against any
such adjournment. A vote may be taken on one or more of the proposals in this
proxy statement prior to any such adjournment if sufficient votes for its or
their approval have been received.
INVESTMENT ADVISER
BB&T Asset Management, Inc. ("BB&T Asset Management" or the "Adviser") is
the adviser for the Funds. BB&T Asset Management is a wholly-owned subsidiary of
BB&T Corporation ("BB&T"), a financial holding company that is a North Carolina
corporation, headquartered in Winston-Salem, North Carolina. As of March 31,
2004, BB&T had assets of approximately $94.3 billion. Through its subsidiaries,
BB&T operates over 1,350 banking offices in Alabama, Florida, Georgia, Indiana,
Kentucky, Tennessee, Maryland, North Carolina, South Carolina, Virginia, West
Virginia and Washington, D.C., providing a broad range of financial services to
individuals and businesses.
INVESTMENT SUB-ADVISERS
- 22 -
INTERNATIONAL EQUITY FUND. UBS Global Asset Management (Americas) Inc. ("UBS
Global AM") serves as the sub-adviser to the International Equity Fund, pursuant
to a Sub-advisory Agreement with BB&T Asset Management. UBS Global AM, located
at One North Wacker Drive, Chicago, IL 60606, began managing institutional
assets in 1974 through its predecessor entities, including Brinson Partners,
Inc. and First Chicago Investment Advisors. Swiss Bank Corporation ("SBC")
acquired the firm in 1995. In 1998, SBC merged with Union Bank of Switzerland to
form UBS AG. UBS Global AM is a member of the UBS Global Asset Management
business group (the "Group") of UBS AG. As of March 31, 2004, UBS Global AM had
approximately $53.8 billion in assets under management and the Group had
approximately $475 billion in assets under management.
SPECIAL OPPORTUNITIES EQUITY FUND. Scott & Stringfellow, Inc. ("Scott &
Stringfellow" or the "Sub-Adviser") serves as the sub-adviser to the Special
Opportunities Equity Fund pursuant to a Sub-Advisory Agreement with BB&T Asset
Management. Scott & Stringfellow's address is: 909 E. Main Street, Richmond,
Virginia 23219. Scott & Stringfellow is a wholly-owned subsidiary of BB&T. As of
March 31, 2004, Scott & Stringfellow had over $15 million in assets under
management. Founded in 1893, Scott & Stringfellow operates as a full-service
regional brokerage and investment banking firm serving individual,
institutional, corporate and municipal clients.
PRIME MONEY MARKET FUND. Federated Investment Management Company ("Federated
IMC") serves as the sub-adviser to the Prime Money Market Fund pursuant to a
Sub-Advisory Agreement with BB&T Asset Management. Federated IMC's address is:
Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779.
Federated IMC and other subsidiaries of Federated Investors, Inc. advise
approximately 185 mutual funds and separate accounts, which totaled
approximately $194 billion in assets as of March 31, 2004. Federated was
established in 1955 and is one of the largest mutual fund investment managers in
the United States with approximately 1,600 employees. More than 4,000 investment
professionals make Federated Funds available to their customers.
EQUITY INCOME FUND. Scott & Stringfellow serves as the sub-adviser to the Equity
Income Fund.
ADMINISTRATOR
BISYS Fund Services, LP (the "Administrator"), an Ohio limited partnership
with its principal business offices at 3435 Stelzer Road, Columbus, Ohio 43219
serves as administrator to each Fund. The Administrator is wholly owned by The
BISYS Group, Inc., 150 Clove Road, Little Falls, New Jersey 07424, a publicly
owned company engaged in information processing, loan servicing and 401(k)
administration and recordkeeping services to and through banking and other
financial organizations.
DISTRIBUTOR
BISYS Fund Services, LP, a wholly-owned subsidiary of The BISYS Group,
Inc., with its principal business offices at 3435 Stelzer Road, Columbus, Ohio
43219, serves as distributor to each Fund.
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG LLP ("KPMG") has been selected as independent auditors. KPMG's
address is 191 West Nationwide Boulevard, Suite 500, Columbus, Ohio 43215. A
representative of KPMG
- 23 -
will not be present at the Special Meeting, but will be available by telephone,
will have an opportunity to make a statement, if asked, and will be available to
respond to appropriate questions.
AUDIT FEES.* The aggregate fees billed by KPMG for professional services
rendered in connection with the audit of the Equity Index Fund's annual
financial statements for the fiscal year ended December 31, 2003 were
approximately $11,865. For the fiscal year ended December 31, 2002, audit fees
for the Equity Index Fund were approximately $11,300.
AUDIT-RELATED FEES.* The aggregate fees billed by KPMG for audit-related
services rendered on behalf of the Equity Index Fund for the fiscal year ended
December 31, 2003, which consisted of a review of a registration statement on
Form N-1A, were approximately $3,750. There were no audit-related fees billed by
KPMG with respect to the Equity Index Fund for the fiscal year ended December
31, 2002.
TAX FEES.* There were no tax fees (i.e., tax compliance, tax advice, and
tax planning services) billed by KPMG with respect to the Equity Index Fund for
the fiscal years ended December 31, 2003 or 2002.
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES.* The Equity Index
Fund's Audit Committee charter requires that the Audit Committee shall
pre-approve all auditing services for the Fund and permitted non-audit services
(including the fees for such services and terms thereof) to be performed by the
Fund's independent public accountants for the Fund or the Fund's investment
adviser and any affiliate of the Fund's investment adviser that provides ongoing
services to the Fund where the nature of the non-audit services has a direct
impact on the operations or financial reporting of the Fund. There are two
methods by which pre-approval can be accomplished.
Under the first method, the engagement to render the services would be
entered into pursuant to pre-approval policies and procedures established by the
Audit Committee, provided (i) the policies and procedures are detailed as to the
services to be performed, (ii) the Audit Committee is informed of each service,
and (iii) such policies and procedures do not include delegation of the Audit
Committee's responsibilities under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") to the Fund's management. Under the second method,
the engagement to render the services would be presented to and pre-approved by
the Audit Committee (subject to the de minimus exceptions for non-audit services
described in Section 10A(i)(1)(B) of the Exchange Act that are approved by the
Audit Committee prior to the completion of the audit). The Chairman of the Audit
Committee has the authority to grant pre-approvals of audit and permissible
non-audit services by the independent public accountants, provided that all
pre-approvals by the Chairman must be presented to the full Audit Committee at
its next scheduled meeting. The Fund will provide for appropriate funding as
determined by the Audit Committee, for payment of compensation to the
independent public accountants and to any consultants, experts or advisors
engaged by the Committee.
AGGREGATE NON-AUDIT FEES.* The aggregate non-audit fees billed by KPMG for
services rendered to the Equity Index Fund, the Fund's investment adviser and
any entity controlling, controlled by, or under common control with the
investment adviser that provides ongoing services to the Fund were $1,796,600
and $6,111,200 for the fiscal year ended December 31, 2003 and December 31,
2002, respectively.
- 24 -
* As of the date of this proxy statement, current federal law requires
disclosure of this information for the Equity Index Fund only.
SHARE OWNERSHIP INFORMATION
As of August 11, 2004, BB&T Funds believes that the Officers and
Trustees of BB&T Funds, as a group, owned less than one percent of the Shares of
any Fund of BB&T Funds.
The table below indicates each additional person known by BB&T Funds to
own beneficially 5% or more of the Shares of the following Funds of BB&T Funds
as of August 11, 2004.
EQUITY INCOME FUND - CLASS B SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
SCOTT STRINGFELLOW INC 12,012.012 11.469%
909 EAST MAIN STREET
RICHMOND, VA 23219
EQUITY INCOME FUND - INSTITUTIONAL SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
WILBRANCH & CO 2,000,000.000 97.985%
EB NO FEE DR
223 W NASH ST
WILSON NC 27894
EQUITY INDEX FUND - CLASS A SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
BRANCH BANKING & TRUST CO 9,568,669.565 57.793%
DAILY RECORDKEEPING PLANS
434 FAYETTEVILLE ST
4TH FLOOR
ATTN CORP EMPLOYEE BENEFIT SERV/OPS MGR
RALEIGH NC 276011767
WILBRANCH & CO 4,096,633.820 24.743%
EB NO FEE DR
223 W NASH ST
WILSON NC 27894
EQUITY INDEX FUND - CLASS C SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
MCB TRUST SERVICES CUST OR TRUSTEE 13,598.992 11.825%
KRB SEED COMPANY LLC
700 17TH ST STE 150
DENVER CO 80202
MCB TRUST SERVICES CUST OR TRUSTEE 30,371.296 26.410%
REHABILITATION SPECIALISTS PL
700 17TH ST STE 500
DENVER CO 80202
LARGE COMPANY VALUE - CLASS C SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
A WAYNE ANNAS 2,059.695 22.751%
CAROLYN B ANNAS
P O BOX 563
VALDESE NC 28690
MCB TRUST SERVICES CUST 1,562.800 17.262%
CHARTON MANAGEMENT INC 401K PLAN
700 17TH ST
SUITE 300
DENVER CO 80202
MCB TRUST SERVICES CUST OR TRUSTEE FBO 2,401.352 26.524%
PRIME HEALTH INCORPORATED
- 25 -
700 17TH ST STE 150
DENVER CO 80202
LARGE COMPANY VALUE - INSTITUTIONAL SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
BRANCH BANKING & TRUST CO 9,607,320.390 27.046%
DAILY RECORDKEEPING PLANS
434 FAYETTEVILLE ST
4TH FLOOR
ATTN CORP EMPLOYEE BENEFIT SERV/OPS MGR
RALEIGH NC 276011767
WILBRANCH & CO 13,922,985.387 39.195%
PT NO FEE CASH
223 W NASH ST
WILSON NC 27894
WILBRANCH & CO 7,521,152.378 21.173%
EB NO FEE DR
223 W NASH ST
WILSON NC 27894
LARGE COMPANY GROWTH FUND - CLASS A SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
AMBRO AND COMPANY 118,471.807 10.906%
628 MAIN ST
PO BOX 191
DANVILLE VA 24540
LARGE COMPANY GROWTH FUND - CLASS C SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
RICHARD G BLAKE 529.101 15.336%
3525 LEWIS LOOP
SE
BOLIVIA NC 28422
MCB TRUST SERVICES CUST OR TRUSTEE 1,543.160 44.728%
MID STATE PETROLEUM
700 17TH ST STE 150
DENVER CO 80202
TERESA L LUHN 689.068 19.972%
PO BOX 48525
CUMBERLAND NC 28331
LARGE COMPANY GROWTH FUND - INSTITUTIONAL SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
BRANCH BANKING & TRUST CO 8,606,574.698 21.239%
DAILY RECORDKEEPING PLANS
434 FAYETTEVILLE ST
4TH FLOOR
ATTN CORP EMPLOYEE BENEFIT SERV/OPS MGR
RALEIGH NC 276011767
WILBRANCH & CO 15,851,978.223 39.119%
PT NO FEE CASH
223 W NASH ST
WILSON NC 27894
WILBRANCH & CO 10,528,706.848 25.982%
EB NO FEE DR
223 W NASH ST
WILSON NC 27894
MID CAP VALUE FUND - CLASS C SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
MCB TRUST SERVICES CUST OR TRUSTEE 9,617.552 28.696%
REHABILITATION SPECIALISTS PL
700 17TH ST STE 150
DENVER CO 80202
- 26 -
MID CAP VALUE FUND - INSTITUTIONAL SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
BRANCH BANKING & TRUST CO 1,938,869.163 16.409%
DAILY RECORDKEEPING PLANS
434 FAYETTEVILLE ST
4TH FLOOR
ATTN CORP EMPLOYEE BENEFIT SERV/OPS MGR
RALEIGH NC 276011767
WILBRANCH & CO 5,562,541.471 47.075%
PT NO FEE CASH
223 W NASH ST
WILSON NC 27894
WILBRANCH & CO 3,426,858.166 29.001%
EB NO FEE DR
223 W NASH ST
WILSON NC 27894
MID CAP GROWTH FUND - CLASS C SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
MCB TRUST SERVICES CUST OR TRUSTEE 14,554.100 76.297%
MID STATE PETROLEUM
700 17TH ST STE 150
DENVER CO 80202
MCB TRUST SERVICES CUST 2,777.454 14.560%
CHARTON MANAGEMENT INC 401K PLAN
700 17TH ST
SUITE 300
DENVER CO 80202
MID CAP GROWTH FUND - INSTITUTIONAL SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
WILBRANCH & CO 5,871,123.333 56.265%
P T NO FEE CASH
223 W NASH ST
WILSON NC 27894
WILBRANCH & CO 2,176,643.314 20.860%
EB NO FEE DR
223 W NASH ST
WILSON NC 27894
BRANCH BANKING & TRUST CO 1,510,789.389 14.478%
DAILY RECORDKEEPING PLANS
434 FAYETTEVILLE ST
4TH FLOOR
ATTN CORP EMPLOYEE BENEFIT SERV/OPS MGR
RALEIGH NC 276011767
SMALL COMPANY VALUE FUND - CLASS A SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
PERSHING LLC 8,340.439 34.324%
P O BOX 2052
JERSEY CITY NJ 073039998
SMALL COMPANY VALUE FUND - CLASS B SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
DANNY YOUNG 1,782.783 18.793%
6035 GEORGE HILDEBRAN SCHOOL ROAD
HICKORY NC 28602
MICHAEL STEVEN ESTEP 1,204.714 12.699%
4949 ANTIOCH CHURCH RD
MATTHEWS NC 281048958
VALERIE L IRELAND 1,569.352 16.543%
134 CANEBREAK DR
GREER SC 29650
AMERITRADE INC FBO 1,300.000 13.704%
PO BOX 2226
OMAHA NE 681032226
SMALL COMPANY VALUE FUND - CLASS C SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
BISYS FUND SERVICES INC 100.994 100.000%
3435 STELZER RD
ATTN CORPORATE FINANCE
COLUMBUS OH 43219
SMALL COMPANY VALUE FUND - INSTITUTIONAL SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
WILBRANCH & CO 1,546,522.752 33.661%
PT NO FEE CASH
223 W NASH ST
WILSON NC 27894
WILBRANCH & CO 2,421,393.685 52.704%
EB NO FEE DR
223 W NASH ST
WILSON NC 27894
SMALL COMPANY GROWTH FUND - CLASS C SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
MCB TRUST SERVICES CUST OR TRUSTEE FBO 1,961.959 57.083%
BERGERON BUILDERS INC
700 17TH STREET SUITE 150
DENVER CO 80202
MCB TRUST SERVICES CUST OR TRUSTEE 932.191 27.122%
WETLAND & ENVIRONMENTAL SERVICE
700 17TH ST STE 150
DENVER CO 80202
MCB TRUST SERVICES CUST OR TRUSTEE 403.064 11.727%
MID STATE PETROLEUM
700 17TH ST STE 150
DENVER CO 80202
SMALL COMPANY GROWTH FUND - INSTITUTIONAL SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
BRANCH BANKING & TRUST CO 3,305,707.316 44.984%
DAILY RECORDKEEPING PLANS
434 FAYETTEVILLE ST
- 27 -
4TH FLOOR
ATTN CORP EMPLOYEE BENEFIT SERV/OPS MGR
RALEIGH NC 276011767
WILBRANCH & CO 1,757,522.536 23.916%
PT NO FEE CASH
223 W NASH ST
WILSON NC 27894
WILBRANCH & CO 1,658,838.884 22.574%
EB NO FEE DR
223 W NASH ST
WILSON NC 27894
INTERNATIONAL EQUITY FUND - CLASS C SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
BISYS FUND SERVICES INC 100.593 35.834%
3435 STELZER RD
ATTN CORPORATE FINANCE
COLUMBUS OH 43219
SHARON J WARD 89.190 31.772%
4564 WOODRUM LN
CHARLESTON WV 25313
SAMUEL K WARD 90.566 32.262%
4564 WOODRUM LN
CHARLESTON WV 25313
INTERNATIONAL EQUITY FUND - INSTITUTIONAL SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
WILBRANCH & CO 9,241,348.023 32.677%
PT NO FEE CASH
223 W NASH ST
WILSON NC 27894
WILBRANCH & CO 13,299,140.770 47.025%
EB NO FEE DR
223 W NASH ST
WILSON NC 27894
SPECIAL OPPORTUNITIES EQUITY FUND - CLASS A SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
JP MORGAN INVEST LLC FBO 199,202.826 11.111%
ONE BEACON STREET 18TH FLOOR
BOSTON MA 021083102
SPECIAL OPPORTUNITIES EQUITY FUND - INSTITUTIONAL SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
WILBRANCH & CO 2,772,652.870 93.383%
EB NO FEE DR
223 W NASH ST
WILSON NC 27894
SHORT U.S. GOVERNMENT FUND - CLASS A SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
HENRY FIBERS INC 103,493.084 11.417%
PO BOX 1675
ATTN GEORGE F HENRY JR PRESIDENT
GASTONIA NC 28053
PERSHING LLC 104,189.140 11.494%
P O BOX 2052
JERSEY CITY NJ 073039998
THE BATEMAN COMPANY 98,552.600 10.872%
PO BOX 869
MACON GA 31202
SHORT U.S. GOVERNMENT FUND - INSTITUTIONAL SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
- 28 -
WILBRANCH & CO 12,266,545.523 61.314%
PT NO FEE CASH
223 W NASH ST
WILSON NC 27894
WILBRANCH & CO 5,515,133.133 27.567%
EB NO FEE DR
223 W NASH ST
WILSON NC 27894
INTERMEDIATE U.S. GOVERNMENT FUND - CLASS A SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
BRANCH BANKING & TRUST CO 387,818.800 33.458%
DAILY RECORDKEEPING PLANS
434 FAYETTEVILLE ST
4TH FLOOR
ATTN CORP EMPLOYEE BENEFIT SERV/OPS MGR
RALEIGH NC 276011767
INTERMEDIATE U.S. GOVERNMENT FUND - CLASS C SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
MCB TRUST SERVICES CUST OR TRUSTEE 8,916.788 15.137%
NEIGHBORS STORES INC
700 17TH ST STE 150
DENVER CO 80202
MCB TRUST SERVICES CUST 8,612.482 14.621%
CHARTON MANAGEMENT INC 401K PLAN
700 17TH ST
SUITE 300
DENVER CO 80202
INTERMEDIATE U.S. GOVERNMENT FUND - INSTITUTIONAL SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
BRANCH BANKING & TRUST CO 9,111,396.745 17.412%
DAILY RECORDKEEPING PLANS
434 FAYETTEVILLE ST
4TH FLOOR
ATTN CORP EMPLOYEE BENEFIT SERV/OPS MGR
RALEIGH NC 276011767
WILBRANCH & CO 25,512,112.229 48.754%
PT NO FEE CASH
223 W NASH ST
WILSON NC 27894
WILBRANCH & CO 13,623,594.559 26.035%
EB NO FEE DR
223 W NASH ST
WILSON NC 27894
INTERMEDIATE CORPORATE BOND FUND - CLASS A SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
BRANCH BANKING & TRUST CO 40,583.996 11.335%
DAILY RECORDKEEPING PLANS
434 FAYETTEVILLE ST
4TH FLOOR
ATTN CORP EMPLOYEE BENEFIT SERV/OPS MGR
RALEIGH NC 276011767
INTERMEDIATE CORPORATE BOND FUND - CLASS C SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
DONALDSON LUFKIN JENRETTE 10,003.420 42.782%
SECURITIES CORPORATION INC
P O BOX 2052
JERSEY CITY NJ 073039998
PERSHING LLC 2,396.740 10.250%
P O BOX 2052
JERSEY CITY NJ 073039998
- 29 -
INTERMEDIATE CORPORATE BOND FUND - INSTITUTIONAL SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
WILBRANCH & CO 13,568,018.476 53.472%
PT NO FEE CASH
223 W NASH ST
WILSON NC 27894
WILBRANCH & CO 8,606,774.260 33.920%
EB NO FEE DR
223 W NASH ST
WILSON NC 27894
KENTUCKY INTERMEDIATE TAX-FREE FUND - INSTITUTIONAL SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
WILBRANCH & CO 1,425,103.454 99.451%
PT NO FEE CASH
223 W NASH ST
WILSON NC 27894
MARYLAND INTERMEDIATE TAX-FREE FUND - CLASS A SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
EDWARD M BEARD 10,019.164 16.650%
1706 SULLIVAN ROAD
WESTMINSTER MD 21157
CAROL A DEPRATO 9,742.221 16.190%
DONALD L DEPRATO JTWROS
6209 44TH PLACE
RIVERDALE MD 20737
PERSHING LLC 8,638.228 14.355%
P O BOX 2052
JERSEY CITY NJ 073039998
MARYLAND INTERMEDIATE TAX-FREE FUND - INSTITUTIONAL SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
WILBRANCH & CO 780,852.253 98.780%
PT NO FEE CASH
223 W NASH ST
WILSON NC 27894
NORTH CAROLINA INTERMEDIATE TAX-FREE FUND - CLASS A SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
R L HONBARRIER CO 248,246.081 11.675%
1507 CRESTLIN RD
HIGH POINT NC 27260
NORTH CAROLINA INTERMEDIATE TAX-FREE FUND - INSTITUTIONAL SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
WILBRANCH & CO 9,205,391.144 99.855%
PT NO FEE CASH
223 W NASH ST
WILSON NC 27894
SOUTH CAROLINA INTERMEDIATE TAX-FREE FUND - INSTITUTIONAL SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
WILBRANCH & CO 1,662,946.662 100.000%
PT NO FEE CASH
223 W NASH ST
WILSON NC 27894
VIRGINIA INTERMEDIATE TAX-FREE FUND - CLASS A SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
AMBRO AND COMPANY 351,225.118 33.522%
628 MAIN ST
PO BOX 191
DANVILLE VA 24540
VIRGINIA INTERMEDIATE TAX-FREE FUND - INSTITUTIONAL SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
WILBRANCH & CO 5,703,658.592 98.386%
PT NO FEE CASH
223 W NASH ST
WILSON NC 27894
- 30 -
WEST VIRGINIA INTERMEDIATE TAX-FREE FUND - INSTITUTIONAL SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
WILBRANCH & CO 6,299,835.468 99.057%
PT NO FEE CASH
223 W NASH ST
WILSON NC 27894
PRIME MONEY MARKET FUND - CLASS A SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
SCOTT & STRINGFELLOW OMNIBUS FUND 384,371,506.460 91.564%
909 E MAIN ST
RICHMOND, VA 23219
PRIME MONEY MARKET FUND - CLASS C SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
MSC TRUST SERVICES CUST OR TRUSTEE 71,703.310 14.475%
LEK SERVICES INC
700 17TH ST STE 150
DENVER CO 80202
MCB TRUST SERVICES CUST OR TRUSTEE 56,157.770 11.337%
NEIGHBORS STORES INC
700 17TH ST STE 150
DENVER CO 80202
MCB TRUST SERVICES CUST OR TRUSTEE 61,723.640 12.461%
HOLIDAY KAMPERS AND BOATS
700 17TH STREET STE 150
DENVER CO 80202
MCB TRUST SERVICES CUST OR TRUSTEE 175,030.590 35.335%
COMDOC BUSINESS SYSTEMS INC
700 17TH ST STE 150
DENVER CO 80202
PRIME MONEY MARKET FUND - INSTITUTIONAL SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
WILBRANCH 444,805,798.930 80.113%
P O BOX 2887
ATTN J MICHAEL POLLOCK
WILSON NC 278941847
BISYS FUND SERVICES 56,896,243.690 10.247%
BB&T SWEEP CUSTOMERS
3435 STELZER RD
ATTN CHRIS WEBER
COLUMBUS OH 43219
U.S. TREASURY MONEY MARKET FUND - CLASS A SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
SCOTT & STRINGFELLOW OMNIBUS FUND 97,961,853.600 77.132%
909 E MAIN ST
RICHMOND VA 23219
PERSHING 22,659,930.620 17.842%
1 PERSHING PLAZA
ATTN CASH MGT SERVICES - 9TH FLOOR
JERSEY CITY NJ 07399
U.S. TREASURY MONEY MARKET FUND - CLASS B SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
LOUIS D BENTON 112,181.790 12.430%
DOROTHY B BENTON
4500 BAKER ST
LITTLE RIVER SC 29566
U.S. TREASURY MONEY MARKET FUND - CLASS C SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
BISYS FUND SERVICES INC 4,978.510 100.000%
3435 STELZER RD
- 31 -
ATTN CORPORATE FINANCE
COLUMBUS OH 43219
U.S. TREASURY MONEY MARKET FUND - INSTITUTIONAL SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
WILBRANCH 761,288,257.960 78.153%
P O BOX 2887
ATTN J MICHAEL POLLOCK
WILSON NC 278941847
BRANCH BANKING & TRUST CO 179,108,355.147 18.387%
DAILY RECORDKEEPING PLANS
434 FAYETTEVILLE ST
4TH FLOOR
ATTN CORP EMPLOYEE BENEFIT SERV/OPS MGR
RALEIGH NC 276011767
CAPITAL MANAGER CONSERVATIVE GROWTH FUND - CLASS C SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
TOMMY F LOPEZ 3,134.669 16.195%
4700 WILSHAM COURT
CHARLOTTE NC 28226
FLORENCE MARIE MCGEE 6,171.508 31.886%
PO BOX 1476
MAGGIE VALLEY NC 28751
DELBERT L LEADMON 2,232.784 11.536%
RT 1 BOX 129 J
WALKER WV 26180
CAPITAL MANAGER CONSERVATIVE GROWTH FUND - INSTITUTIONAL SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
BRANCH BANKING & TRUST CO 4,534,208.435 62.775%
DAILY RECORDKEEPING PLANS
434 FAYETTEVILLE ST
4TH FLOOR
ATTN CORP EMPLOYEE BENEFIT SERV/OPS MGR
RALEIGH NC 276011767
WILBRANCH & CO 2,364,012.676 32.729%
EB NO FEE DR
223 W NASH ST
WILSON NC 27894
CAPITAL MANAGER MODERATE GROWTH FUND - CLASS A SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
BRANCH BANKING & TRUST CO 306,646.329 14.042%
DAILY RECORDKEEPING PLANS
434 FAYETTEVILLE ST
4TH FLOOR
ATTN CORP EMPLOYEE BENEFIT SERV/OPS MGR
RALEIGH NC 276011767
CAPITAL MANAGER MODERATE GROWTH FUND - CLASS C SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
MCB TRUST SERVICES CUST OR TRUSTEE FBO 4,429.151 22.256%
HILTON HEAD AUTOMOTIVE LLC
700 17TH STREET SUITE 150
DENVER CO 80202
MCB TRUST SERVICES CUST OR TRUSTEE FBO 3,895.203 19.573%
PRIME HEALTH INCORPORATED
700 17TH ST STE 150
DENVER CO 80202
YVONNE G TURMAN 2,638.523 13.258%
JAMES L TURMAN JTWROS
76 RACKING EXPRESS LANE
LAUREL FORK VA 24352
PATRICIA F CHANDLER 2,511.416 12.619%
- 32 -
2440 CLOVERDALE RD
BREMO BLUFF VA 23022
CAPITAL MANAGER MODERATE GROWTH FUND - INSTITUTIONAL SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
BRANCH BANKING & TRUST CO 1,141,334.121 31.288%
DAILY RECORDKEEPING PLANS
434 FAYETTEVILLE ST
4TH FLOOR
ATTN CORP EMPLOYEE BENEFIT SERV/OPS MGR
RALEIGH NC 276011767
WILBRANCH & CO 2,338,009.980 64.093%
EB NO FEE DR
223 W NASH ST
WILSON NC 27894
CAPITAL MANAGER GROWTH FUND - CLASS C SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
STEPHEN E CAMPBELL 1,646.418 20.470%
MARY W CAMPBELL
112 STARBOARD LN
MONETA VA 24121
PERSHING LLC 2,921.966 36.329%
P O BOX 2052
JERSEY CITY NJ 073039998
JOHN R SARTAIN 1,304.920 16.224%
3429 ROY MESSER
WHITE PINE TN 37890
STANLEY S TAO 1,148.455 14.279%
302 TURNBERRY PT
BARBOURSVILLE WV 255041948
CAPITAL MANAGER GROWTH FUND - INSTITUTIONAL SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
BRANCH BANKING & TRUST CO 726,609.176 23.017%
DAILY RECORDKEEPING PLANS
434 FAYETTEVILLE ST
4TH FLOOR
ATTN CORP EMPLOYEE BENEFIT SERV/OPS MGR
RALEIGH NC 276011767
WILBRANCH & CO 2,329,346.171 73.787%
EB NO FEE DR
223 W NASH ST
WILSON NC 27894
CAPITAL MANAGER EQUITY FUND - CLASS A SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
BRANCH T CO 58,642.585 16.577%
DAILY R PLANS
434 FAYETTEVILLE ST
4TH FLOOR
ATTN CORP EMPLOYEE BENEFIT SERV/OPS MGR
RALEIGH NC 276011767
CAPITAL MANAGER EQUITY FUND - CLASS C SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
PERSHING LLC 2,754.545 30.374%
P O BOX 2052
JERSEY CITY NJ 073039998
JOHN R SARTAIN 5,694.761 62.795%
3429 ROY MESSER
WHITE PINE TN 37890
CAPITAL MANAGER EQUITY FUND - INSTITUTIONAL SHARES
Name and Address of Beneficial Owner Number of Shares Owned Percent of Class
- ------------------------------------ ---------------------- ----------------
BRANCH BANKING & TRUST CO 546,501.363 25.684%
- 33 -
DAILY RECORDKEEPING PLANS
434 FAYETTEVILLE ST
4TH FLOOR
ATTN CORP EMPLOYEE BENEFIT SERV/OPS MGR
RALEIGH NC 276011767
WILBRANCH & CO 1,516,060.029 71.250%
EB NO FEE DR
223 W NASH ST
WILSON NC 27894
If you do not expect to attend the Special Meeting, please sign your proxy
card promptly and return it in the enclosed envelope (or vote by telephone or
the Internet) to avoid unnecessary expense and delay. No postage is necessary.
September 15, 2004
YOUR VOTE IS IMPORTANT. YOU CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF
SENDING FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY VOTING BY TELEPHONE OR
THE INTERNET OR MARKING, SIGNING, DATING, AND RETURNING THE ENCLOSED PROXY. (THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.)
IF YOU ARE UNABLE TO ATTEND THE SPECIAL MEETING, PLEASE VOTE BY ONE OF THE ABOVE
METHODS SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE SPECIAL MEETING.
- 34 -
APPENDIX A
PROPOSED CHANGES TO
FUNDAMENTAL INVESTMENT POLICIES
PROPOSED FUNDAMENTAL POLICY
PROPOSAL FUNDS AFFECTED CURRENT FUNDAMENTAL POLICY (OR COURSE OF ACTION)
- ------------------------ ---------------------- -------------------------------- ------------------------------
2A. Amendment of All Funds, except Each of the Funds may not: Fundamental policies:
restrictions on (i) Equity Income Fund
borrowing money or and Equity Index Fund Borrow money or issue senior (i) Each Fund may borrow
issuing senior securities, except that a Fund money or lend to the extent
securities, mortgaging, may borrow from banks or enter permitted by the Investment
pledging or into reverse repurchase Company Act of 1940, or the
hypothecating assets agreements for temporary rules or regulations
and (ii) lending purposes in amounts up to 10% thereunder as such statute,
(one-third with respect to the rules or regulations may be
Prime Money Market Fund and the amended from time to time, or
International Equity Fund) of by regulatory guidance or
the value of its total assets at interpretation of such
the time of such borrowing; or statute, rules or
mortgage, pledge, or hypothecate regulations.
any assets, except in connection
with any such borrowing and in (ii) Each Fund may issue
amounts not in excess of senior securities to the
(one-third of the value of the extent permitted by the
Fund's total assets at the time Investment Company Act of
of such borrowing with respect 1940, or the rules or
to the Prime Money Market Fund regulations thereunder as
and the International Equity such statute, rules or
Fund) the lesser of the dollar regulations may be amended
amounts borrowed or 10% of the from time to time, or by
value of a Fund's total assets regulatory guidance or
at the time of its borrowing. interpretation of such
Each of the Funds (except the statute, rules or regulations.
U.S. Treasury Fund) will not
purchase securities while
borrowings (including reverse
repurchase agreements) in excess
of 5% of its total assets are
outstanding. The U.S. Treasury
Fund will not purchase
securities while borrowings are
outstanding.
2B. Amendment of All Funds except The Fund may not: Purchase or Fundamental policy:
restrictions regarding International Equity sell commodities, commodity
purchase or sale of real Fund, Prime Money contracts (including futures Each Fund may purchase or
estate and commodities Market Fund, Equity contracts, with respect to each sell commodities, commodities
and oil, gas and Income Fund and Fund other than the Intermediate contracts, futures contracts,
minerals Equity Index Fund Corporate Bond Fund, the Large or real estate to the extent
Company Growth Fund, the Small permitted by the Investment
Company Value Fund, the Small Company Act of 1940, or the
Company Growth Fund, the Mid Cap rules or regulations
Growth, the Mid Cap Value, the thereunder.
Special Opportunities Fund, and
the Funds of Funds, which may
purchase futures contracts) oil,
gas or mineral exploration or
development programs, or real
estate (although investments by
the Large Company Value Fund,
the Georgia Fund, the Kentucky
Fund, the Maryland Fund, the
North Carolina Fund, the South
Carolina Fund, the Virginia
Fund, the West Virginia Fund,
the Short Fund, the Intermediate
U.S. Government Fund, the
Intermediate Corporate Bond
Fund, the Balanced Fund, the
Large Company Growth Fund, the
Small Company Value Fund, the
Small Company Growth Fund, the
Mid Cap Growth Fund, the Mid Cap
Value Fund, the Special
Opportunities Fund, and the
Funds of Funds in marketable
securities of companies engaged
in such activities and in
securities secured by real
estate or interests therein are
not hereby precluded).
2C. Amendment of International Equity The Fund may not: Fundamental policies:
restrictions regarding Fund
purchase or sale of (i) Purchase or sell real estate, (i) International Equity Fund
real estate and (ii) except that the Fund may may purchase or sell real
commodities and oil, gas purchase securities of issuers estate to the extent
and mineral exploration which deal in real estate and permitted by the Investment
and development programs may purchase securities which Company Act of 1940, or the
are secured by interests in real rules or regulations
estate. thereunder.
Purchase or sell commodity (ii) International Equity
contracts, or invest in oil, gas Fund may purchase or sell
or mineral exploration or commodities, commodities
development programs, except contracts or futures
that the Fund may, to the extent contracts, to the extent
appropriate to its investment permitted by the Investment
policies, purchase securities of Company Act of 1940, or the
companies engaging in whole or rules or regulations
in part in such activities and thereunder.
may enter into futures contracts
and related options.
2D. Amendment, All Funds except Each Fund may not purchase Non-fundamental policies:
reclassification, or International Equity securities on margin, sell
elimination of Fund, Prime Money securities short, participate on Margin transactions:
restrictions on margin Market Fund, Equity a joint or joint and several
transactions, short Income Fund and basis in any securities trading Each Fund may not purchase
sales, and joint Equity Index Fund account, or underwrite the securities on margin, except
participation in securities of other issuers, that a Fund may obtain such
securities trading except to the extent that a Fund short-term credits as are
accounts may be deemed to be an necessary for the clearance
underwriter under certain of portfolio transactions,
securities laws in the and a Fund may make margin
disposition of "restricted payments in connection with
securities" acquired in futures contracts, options,
accordance with such Fund's
investment objectives and
policies. forward contracts, swaps,
caps, floors, collars and
other financial instruments.
Short sales:
Each Fund may not sell
securities short (unless it
owns or has the right to
obtain securities equivalent
in kind and amount to the
securities sold short),
however, this policy does not
prevent a Fund from entering
into short positions in
foreign currency, futures
contracts, options, forward
contracts, swaps, caps,
floors, collars and other
financial instruments and a
Fund may obtain such
short-term credits as are
necessary for the clearance
of portfolio transactions.
Joint participation in
securities trading accounts:
Eliminate restriction.
2E. Amendment and International Equity The Fund may not purchase Non-fundamental policies:
reclassification of Fund securities on margin, make short
restrictions on margin sales of securities or maintain See proposed policies
transactions and short a short position, except that regarding margin transactions
sales (a) this investment limitation and short sales outlined in
shall not apply to the Fund's 2D above.
transactions in futures
contracts and related options or
the Fund's sale of securities
short against the box, and (b)
the Fund may obtain short-term
credit as may be necessary for
the clearance of purchases and
sales of portfolio securities.
2F. Elimination of the Large Company Value Each Fund may not: Eliminate policy.
restriction regarding Fund,
investment in other Short U.S. Invest in securities of other
investment companies Government Fund, investment companies, except as
Intermediate U.S. such securities may be acquired
Government Fund, as part of a merger,
Georgia Intermediate consolidation, reorganization,
Tax-Free Fund, or acquisition of assets;
Kentucky PROVIDED, HOWEVER, that (i) the
Intermediate Large Company Value Fund, the
Tax-Free Fund, Georgia Intermediate Tax-Free
Maryland Fund, the Kentucky Intermediate
Intermediate Tax-Free Fund, the Maryland
Tax-Free Fund, Intermediate Tax-Free Fund, the
North Carolina North Carolina Intermediate
Tax-Free Fund, the
Intermediate South Carolina Intermediate
Tax-Free Fund, Tax-Free Fund, the Virginia
South Carolina Intermediate Tax-Free Fund,
Intermediate the West Virginia
Tax-Free Fund, Intermediate Tax-Free Fund, the
Virginia Short U.S. Government Fund and
Intermediate the Intermediate U.S. Government
Tax-Free Fund, Fund may purchase securities of
West Virginia a money market fund, including
Intermediate securities of the U.S. Treasury
Tax-Free Fund, Fund and the Prime Money Market
U.S. Treasury Money Fund; and (ii) the Georgia
Market Fund Intermediate Tax-Free Fund, the
Kentucky Intermediate Tax-Free
Fund, the Maryland Intermediate
Tax-Free Fund, the North
Carolina Intermediate Tax-Free
Fund, the South Carolina
Intermediate Tax-Free Fund, the
Virginia Intermediate Tax-Free
Fund and the West Virginia
Intermediate Tax-Free Fund may
purchase securities of a money
market fund which invests
primarily in high quality
short-term obligations exempt
from Federal income tax, if,
with respect to the Fund,
immediately after such purchase,
the acquiring Fund does not own
in the aggregate (a) more than
3% of the acquired company's
outstanding voting securities,
(b) securities issued by the
acquired company having an
aggregate value in excess of 5%
of the value of the total assets
of the acquiring Fund, or (c)
securities issued by the
acquired company and all other
investment companies (other than
Treasury stock of the acquiring
Fund) having an aggregate value
in excess of 10% of the value of
the acquiring Fund's total
assets.
2G. Elimination of the North Carolina The Fund may not invest in Eliminate restriction.
restriction regarding Intermediate private activity bonds where the
investments in private Tax-Free Fund, payment of principal and
activity bonds South Carolina interest are the responsibility
Intermediate of a company (including its
Tax-Free Fund predecessors) with less than
three years of continuous
operation.
2H. Elimination of a Large Company Growth As a matter of fundamental Eliminate restriction.
fundamental policy Fund policy, at least 65% of the
regarding investment of Fund's total assets will be
a certain portion of invested in companies whose
assets in companies market capitalization exceeds
the mean
with a certain market capitalization of the companies
capitalization in the S&P(R)500 Index.
MID CAP VALUE FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
________________________________________________________________________________
PROPOSAL (2) Amendment, reclassification or elimination of certain fundamental
investment policies of the Funds
(2Ai) Amendment of restrictions on borrowing or issuing senior securities,
mortgaging, pledging or hypothecating assets
______FOR ______AGAINST ______ABSTAIN
(2Aii) Amendment of restrictions on lending
______FOR ______AGAINST ______ABSTAIN
(2B) Amendment of restrictions regarding purchase or sale of real estate
and commodities and oil, gas and minerals
______FOR ______AGAINST ______ABSTAIN
(2D) Amendment, reclassification, or elimination of restrictions on margin
transactions, short sales, and joint participation in securities trading
accounts
______FOR ______AGAINST ______ABSTAIN
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
MID CAP GROWTH FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
________________________________________________________________________________
PROPOSAL (2) Amendment, reclassification or elimination of certain fundamental
investment policies of the Funds
(2Ai) Amendment of restrictions on borrowing or issuing senior securities,
mortgaging, pledging or hypothecating assets
______FOR ______AGAINST ______ABSTAIN
(2Aii) Amendment of restrictions on lending
______FOR ______AGAINST ______ABSTAIN
(2B) Amendment of restrictions regarding purchase or sale of real estate
and commodities and oil, gas and minerals
______FOR ______AGAINST ______ABSTAIN
(2D) Amendment, reclassification, or elimination of restrictions on margin
transactions, short sales, and joint participation in securities trading
accounts
______FOR ______AGAINST ______ABSTAIN
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
SMALL COMPANY VALUE FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
________________________________________________________________________________
PROPOSAL (2) Amendment, reclassification or elimination of certain fundamental
investment policies of the Funds
(2Ai) Amendment of restrictions on borrowing or issuing senior securities,
mortgaging, pledging or hypothecating assets
______FOR ______AGAINST ______ABSTAIN
(2Aii) Amendment of restrictions on lending
______FOR ______AGAINST ______ABSTAIN
(2B) Amendment of restrictions regarding purchase or sale of real estate
and commodities and oil, gas and minerals
______FOR ______AGAINST ______ABSTAIN
(2D) Amendment, reclassification, or elimination of restrictions on margin
transactions, short sales, and joint participation in securities trading
accounts
______FOR ______AGAINST ______ABSTAIN
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
SMALL COMPANY GROWTH FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
________________________________________________________________________________
PROPOSAL (2) Amendment, reclassification or elimination of certain fundamental
investment policies of the Funds
(2Ai) Amendment of restrictions on borrowing or issuing senior securities,
mortgaging, pledging or hypothecating assets
______FOR ______AGAINST ______ABSTAIN
(2Aii) Amendment of restrictions on lending
______FOR ______AGAINST ______ABSTAIN
(2B) Amendment of restrictions regarding purchase or sale of real estate
and commodities and oil, gas and minerals
______FOR ______AGAINST ______ABSTAIN
(2D) Amendment, reclassification, or elimination of restrictions on margin
transactions, short sales, and joint participation in securities trading
accounts
______FOR ______AGAINST ______ABSTAIN
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
SPECIAL OPPORTUNITIES EQUITY FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
________________________________________________________________________________
PROPOSAL (2) Amendment, reclassification or elimination of certain fundamental
investment policies of the Funds
(2Ai) Amendment of restrictions on borrowing or issuing senior securities,
mortgaging, pledging or hypothecating assets
______FOR ______AGAINST ______ABSTAIN
(2Aii) Amendment of restrictions on lending
______FOR ______AGAINST ______ABSTAIN
(2B) Amendment of restrictions regarding purchase or sale of real estate
and commodities and oil, gas and minerals
______FOR ______AGAINST ______ABSTAIN
(2D) Amendment, reclassification, or elimination of restrictions on margin
transactions, short sales, and joint participation in securities trading
accounts
______FOR ______AGAINST ______ABSTAIN
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
INTERMEDIATE CORPORATE BOND FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
PROPOSAL (2) Amendment, reclassification or elimination of certain fundamental
investment policies of the Funds
(2Ai) Amendment of restrictions on borrowing or issuing senior securities,
mortgaging, pledging or hypothecating assets
______FOR ______AGAINST ______ABSTAIN
(2Aii) Amendment of restrictions on lending
______FOR ______AGAINST ______ABSTAIN
(2B) Amendment of restrictions regarding purchase or sale of real estate
and commodities and oil, gas and minerals
______FOR ______AGAINST ______ABSTAIN
(2D) Amendment, reclassification, or elimination of restrictions on margin
transactions, short sales, and joint participation in securities trading
accounts
______FOR ______AGAINST ______ABSTAIN
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
CAPITAL MANAGER CONSERVATIVE GROWTH FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
________________________________________________________________________________
PROPOSAL (2) Amendment, reclassification or elimination of certain fundamental
investment policies of the Funds
(2Ai) Amendment of restrictions on borrowing or issuing senior securities,
mortgaging, pledging or hypothecating assets
______FOR ______AGAINST ______ABSTAIN
(2Aii) Amendment of restrictions on lending
______FOR ______AGAINST ______ABSTAIN
(2B) Amendment of restrictions regarding purchase or sale of real estate
and commodities and oil, gas and minerals
______FOR ______AGAINST ______ABSTAIN
(2D) Amendment, reclassification, or elimination of restrictions on margin
transactions, short sales, and joint participation in securities trading
accounts
______FOR ______AGAINST ______ABSTAIN
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
CAPITAL MANAGER MODERATE GROWTH FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with full
power of substitution, as proxies of the undersigned, to vote, as designated
below, at the above-stated Special Meeting and at any and all adjournments
thereof, all units of beneficial interest in the Fund held of record by the
undersigned on the record date for the Special Meeting, upon the following
matter and in their discretion upon any other matter which may come before the
Special Meeting:
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
____________________________________________________________________________
PROPOSAL (2) Amendment, reclassification or elimination of certain fundamental
investment policies of the Funds
(2Ai) Amendment of restrictions on borrowing or issuing senior securities,
mortgaging, pledging or hypothecating assets
______FOR ______AGAINST ______ABSTAIN
(2Aii) Amendment of restrictions on lending
______FOR ______AGAINST ______ABSTAIN
(2B) Amendment of restrictions regarding purchase or sale of real estate
and commodities and oil, gas and minerals
______FOR ______AGAINST ______ABSTAIN
(2D) Amendment, reclassification, or elimination of restrictions on margin
transactions, short sales, and joint participation in securities trading
accounts
______FOR ______AGAINST ______ABSTAIN
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
CAPITAL MANAGER GROWTH FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
________________________________________________________________________________
PROPOSAL (2) Amendment, reclassification or elimination of certain fundamental
investment policies of the Funds
(2Ai) Amendment of restrictions on borrowing or issuing senior securities,
mortgaging, pledging or hypothecating assets
______FOR ______AGAINST ______ABSTAIN
(2Aii) Amendment of restrictions on lending
______FOR ______AGAINST ______ABSTAIN
(2B) Amendment of restrictions regarding purchase or sale of real estate
and commodities and oil, gas and minerals
______FOR ______AGAINST ______ABSTAIN
(2D) Amendment, reclassification, or elimination of restrictions on margin
transactions, short sales, and joint participation in securities trading
accounts
______FOR ______AGAINST ______ABSTAIN
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
CAPITAL MANAGER EQUITY FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
________________________________________________________________________________
PROPOSAL (2) Amendment, reclassification or elimination of certain fundamental
investment policies of the Funds
(2Ai) Amendment of restrictions on borrowing or issuing senior securities,
mortgaging, pledging or hypothecating assets
______FOR ______AGAINST ______ABSTAIN
(2Aii) Amendment of restrictions on lending
______FOR ______AGAINST ______ABSTAIN
(2B) Amendment of restrictions regarding purchase or sale of real estate
and commodities and oil, gas and minerals
______FOR ______AGAINST ______ABSTAIN
(2D) Amendment, reclassification, or elimination of restrictions on margin
transactions, short sales, and joint participation in securities trading
accounts
______FOR ______AGAINST ______ABSTAIN
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
EQUITY INDEX FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
PRIME MONEY MARKET FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
________________________________________________________________________________
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
PROPOSAL (2) Amendment, reclassification or elimination of certain fundamental
investment policies of the Funds
(2Ai) Amendment of restrictions on borrowing or issuing senior securities,
mortgaging, pledging or hypothecating assets
______FOR ______AGAINST ______ABSTAIN
(2Aii) Amendment of restrictions on lending
______FOR ______AGAINST ______ABSTAIN
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
LARGE COMPANY VALUE FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
________________________________________________________________________________
PROPOSAL (2) Amendment, reclassification or elimination of certain fundamental
investment policies of the Funds
(2Ai) Amendment of restrictions on borrowing or issuing senior securities,
mortgaging, pledging or hypothecating assets
______FOR ______AGAINST ______ABSTAIN
(2Aii) Amendment of restrictions on lending
______FOR ______AGAINST ______ABSTAIN
(2B) Amendment of restrictions regarding purchase or sale of real estate
and commodities and oil, gas and minerals
______FOR ______AGAINST ______ABSTAIN
(2D) Amendment, reclassification, or elimination of restrictions on margin
transactions, short sales, and joint participation in securities trading
accounts
______FOR ______AGAINST ______ABSTAIN
(2F) Elimination of the restriction regarding investment in other
investment companies
______FOR ______AGAINST ______ABSTAIN
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
SHORT U.S. GOVERNMENT FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
________________________________________________________________________________
PROPOSAL (2) Amendment, reclassification or elimination of certain fundamental
investment policies of the Funds
(2Ai) Amendment of restrictions on borrowing or issuing senior securities,
mortgaging, pledging or hypothecating assets
______FOR ______AGAINST ______ABSTAIN
(2Aii) Amendment of restrictions on lending
______FOR ______AGAINST ______ABSTAIN
(2B) Amendment of restrictions regarding purchase or sale of real estate
and commodities and oil, gas and minerals
______FOR ______AGAINST ______ABSTAIN
(2D) Amendment, reclassification, or elimination of restrictions on margin
transactions, short sales, and joint participation in securities trading
accounts
______FOR ______AGAINST ______ABSTAIN
(2F) Elimination of the restriction regarding investment in other
investment companies
______FOR ______AGAINST ______ABSTAIN
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
INTERMEDIATE U.S. GOVERNMENT FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
________________________________________________________________________________
PROPOSAL (2) Amendment, reclassification or elimination of certain fundamental
investment policies of the Funds
(2Ai) Amendment of restrictions on borrowing or issuing senior securities,
mortgaging, pledging or hypothecating assets
______FOR ______AGAINST ______ABSTAIN
(2Aii) Amendment of restrictions on lending
______FOR ______AGAINST ______ABSTAIN
(2B) Amendment of restrictions regarding purchase or sale of real estate
and commodities and oil, gas and minerals
______FOR ______AGAINST ______ABSTAIN
(2D) Amendment, reclassification, or elimination of restrictions on margin
transactions, short sales, and joint participation in securities trading
accounts
______FOR ______AGAINST ______ABSTAIN
(2F) Elimination of the restriction regarding investment in other
investment companies
______FOR ______AGAINST ______ABSTAIN
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
GEORGIA INTERMEDIATE TAX-FREE FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
________________________________________________________________________________
PROPOSAL (2) Amendment, reclassification or elimination of certain fundamental
investment policies of the Funds
(2Ai) Amendment of restrictions on borrowing or issuing senior securities,
mortgaging, pledging or hypothecating assets
______FOR ______AGAINST ______ABSTAIN
(2Aii) Amendment of restrictions on lending
______FOR ______AGAINST ______ABSTAIN
(2B) Amendment of restrictions regarding purchase or sale of real estate
and commodities and oil, gas and minerals
______FOR ______AGAINST ______ABSTAIN
(2D) Amendment, reclassification, or elimination of restrictions on margin
transactions, short sales, and joint participation in securities trading
accounts
______FOR ______AGAINST ______ABSTAIN
(2F) Elimination of the restriction regarding investment in other
investment companies
______FOR ______AGAINST ______ABSTAIN
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
KENTUCKY INTERMEDIATE TAX-FREE FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
________________________________________________________________________________
PROPOSAL (2) Amendment, reclassification or elimination of certain fundamental
investment policies of the Funds
(2Ai) Amendment of restrictions on borrowing or issuing senior securities,
mortgaging, pledging or hypothecating assets
______FOR ______AGAINST ______ABSTAIN
(2Aii) Amendment of restrictions on lending
______FOR ______AGAINST ______ABSTAIN
(2B) Amendment of restrictions regarding purchase or sale of real estate
and commodities and oil, gas and minerals
______FOR ______AGAINST ______ABSTAIN
(2D) Amendment, reclassification, or elimination of restrictions on margin
transactions, short sales, and joint participation in securities trading
accounts
______FOR ______AGAINST ______ABSTAIN
(2F) Elimination of the restriction regarding investment in other
investment companies
______FOR ______AGAINST ______ABSTAIN
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
MARYLAND INTERMEDIATE TAX-FREE FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
________________________________________________________________________________
PROPOSAL (2) Amendment, reclassification or elimination of certain fundamental
investment policies of the Funds
(2Ai) Amendment of restrictions on borrowing or issuing senior securities,
mortgaging, pledging or hypothecating assets
______FOR ______AGAINST ______ABSTAIN
(2Aii) Amendment of restrictions on lending
______FOR ______AGAINST ______ABSTAIN
(2B) Amendment of restrictions regarding purchase or sale of real estate
and commodities and oil, gas and minerals
______FOR ______AGAINST ______ABSTAIN
(2D) Amendment, reclassification, or elimination of restrictions on margin
transactions, short sales, and joint participation in securities trading
accounts
______FOR ______AGAINST ______ABSTAIN
(2F) Elimination of the restriction regarding investment in other
investment companies
______FOR ______AGAINST ______ABSTAIN
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
VIRGINIA INTERMEDIATE TAX-FREE FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
________________________________________________________________________________
PROPOSAL (2) Amendment, reclassification or elimination of certain fundamental
investment policies of the Funds
(2Ai) Amendment of restrictions on borrowing or issuing senior securities,
mortgaging, pledging or hypothecating assets
______FOR ______AGAINST ______ABSTAIN
(2Aii) Amendment of restrictions on lending
______FOR ______AGAINST ______ABSTAIN
(2B) Amendment of restrictions regarding purchase or sale of real estate
and commodities and oil, gas and minerals
______FOR ______AGAINST ______ABSTAIN
(2D) Amendment, reclassification, or elimination of restrictions on margin
transactions, short sales, and joint participation in securities trading
accounts
______FOR ______AGAINST ______ABSTAIN
(2F) Elimination of the restriction regarding investment in other
investment companies
______FOR ______AGAINST ______ABSTAIN
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
WEST VIRGINIA INTERMEDIATE TAX-FREE FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
________________________________________________________________________________
PROPOSAL (2) Amendment, reclassification or elimination of certain fundamental
investment policies of the Funds
(2Ai) Amendment of restrictions on borrowing or issuing senior securities,
mortgaging, pledging or hypothecating assets
______FOR ______AGAINST ______ABSTAIN
(2Aii) Amendment of restrictions on lending
______FOR ______AGAINST ______ABSTAIN
(2B) Amendment of restrictions regarding purchase or sale of real estate
and commodities and oil, gas and minerals
______FOR ______AGAINST ______ABSTAIN
(2D) Amendment, reclassification, or elimination of restrictions on margin
transactions, short sales, and joint participation in securities trading
accounts
______FOR ______AGAINST ______ABSTAIN
(2F) Elimination of the restriction regarding investment in other
investment companies
______FOR ______AGAINST ______ABSTAIN
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
U.S. TREASURY MONEY MARKET FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
________________________________________________________________________________
PROPOSAL (2) Amendment, reclassification or elimination of certain fundamental
investment policies of the Funds
(2Ai) Amendment of restrictions on borrowing or issuing senior securities,
mortgaging, pledging or hypothecating assets
______FOR ______AGAINST ______ABSTAIN
(2Aii) Amendment of restrictions on lending
______FOR ______AGAINST ______ABSTAIN
(2B) Amendment of restrictions regarding purchase or sale of real estate
and commodities and oil, gas and minerals
______FOR ______AGAINST ______ABSTAIN
(2D) Amendment, reclassification, or elimination of restrictions on margin
transactions, short sales, and joint participation in securities trading
accounts
______FOR ______AGAINST ______ABSTAIN
(2F) Elimination of the restriction regarding investment in other
investment companies
______FOR ______AGAINST ______ABSTAIN
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
NORTH CAROLINA INTERMEDIATE TAX-FREE FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
________________________________________________________________________________
PROPOSAL (2) Amendment, reclassification or elimination of certain fundamental
investment policies of the Funds
(2Ai) Amendment of restrictions on borrowing or issuing senior securities,
mortgaging, pledging or hypothecating assets
______FOR ______AGAINST ______ABSTAIN
(2Aii) Amendment of restrictions on lending
______FOR ______AGAINST ______ABSTAIN
(2B) Amendment of restrictions regarding purchase or sale of real estate
and commodities and oil, gas and minerals
______FOR ______AGAINST ______ABSTAIN
(2D) Amendment, reclassification, or elimination of restrictions on margin
transactions, short sales, and joint participation in securities trading
accounts
______FOR ______AGAINST ______ABSTAIN
(2G) Elimination of the restriction regarding investments in private
activity bonds
______FOR ______AGAINST ______ABSTAIN
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
SOUTH CAROLINA INTERMEDIATE TAX-FREE FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
________________________________________________________________________________
PROPOSAL (2) Amendment, reclassification or elimination of certain fundamental
investment policies of the Funds
(2Ai) Amendment of restrictions on borrowing or issuing senior securities,
mortgaging, pledging or hypothecating assets
______FOR ______AGAINST ______ABSTAIN
(2Aii) Amendment of restrictions on lending
______FOR ______AGAINST ______ABSTAIN
(2B) Amendment of restrictions regarding purchase or sale of real estate
and commodities and oil, gas and minerals
______FOR ______AGAINST ______ABSTAIN
(2D) Amendment, reclassification, or elimination of restrictions on margin
transactions, short sales, and joint participation in securities trading
accounts
______FOR ______AGAINST ______ABSTAIN
(2G) Elimination of the restriction regarding investments in private
activity bonds
______FOR ______AGAINST ______ABSTAIN
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
LARGE COMPANY GROWTH FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
________________________________________________________________________________
PROPOSAL (2) Amendment, reclassification or elimination of certain fundamental
investment policies of the Funds
(2Ai) Amendment of restrictions on borrowing or issuing senior securities,
mortgaging, pledging or hypothecating assets
______FOR ______AGAINST ______ABSTAIN
(2Aii) Amendment of restrictions on lending
______FOR ______AGAINST ______ABSTAIN
(2B) Amendment of restrictions regarding purchase or sale of real estate
and commodities and oil, gas and minerals
______FOR ______AGAINST ______ABSTAIN
(2D) Amendment, reclassification, or elimination of restrictions on margin
transactions, short sales, and joint participation in securities trading
accounts
______FOR ______AGAINST ______ABSTAIN
(2H) Elimination of a fundamental policy regarding investment of a certain
portion of assets in companies with a certain market capitalization
______FOR ______AGAINST ______ABSTAIN
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
INTERNATIONAL EQUITY FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
________________________________________________________________________________
PROPOSAL (2) Amendment, reclassification or elimination of certain fundamental
investment policies of the Funds
(2Ai) Amendment of restrictions on borrowing or issuing senior securities,
mortgaging, pledging or hypothecating assets
______FOR ______AGAINST ______ABSTAIN
(2Aii) Amendment of restrictions on lending
______FOR ______AGAINST ______ABSTAIN
(2Ci) Amendment of restrictions regarding purchase or sale of real estate
______FOR ______AGAINST ______ABSTAIN
(2Cii) Amendment of restrictions regarding purchase or sale of commodities
and oil, gas and mineral exploration and development programs
______FOR ______AGAINST ______ABSTAIN
(2E) Amendment and reclassification of restrictions on margin transactions
and short sales
______FOR ______AGAINST ______ABSTAIN
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
EQUITY INCOME FUND
FORM OF PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 1, 2004
This proxy is solicited by the Board of Trustees of BB&T Funds for use at a
Special Meeting of Shareholders ("Special Meeting") to be held on November 1,
2004 at 10:00 a.m. Eastern Time at the offices of BISYS Fund Services, Inc. at
3435 Stelzer Road, Columbus, Ohio 43219.
The undersigned hereby appoints [ ] and [ ], and each of them, with
full power of substitution, as proxies of the undersigned, to vote, as
designated below, at the above-stated Special Meeting and at any and all
adjournments thereof, all units of beneficial interest in the Fund held of
record by the undersigned on the record date for the Special Meeting, upon the
following matter and in their discretion upon any other matter which may come
before the Special Meeting:
PROPOSAL (1) Election of Trustees
(01) Thomas W. Lambeth
(02) Robert W. Stewart
(03) Drew T. Kagan
(04) Laura C. Bingham
(05) Kenneth L. Miller
(06) Douglas R. Van Scoy
(07) James L. Roberts
_______FOR ALL _______WITHHOLD ALL _______FOR ALL EXCEPT*
*To withhold authority to vote for any individual nominee, mark the "FOR ALL
EXCEPT" choice and write the nominee's name on the line below.
________________________________________________________________________________
PROPOSAL (3) Approval of a manager of managers structure
______FOR ______AGAINST ______ABSTAIN
Every properly executed proxy will be voted in the manner specified hereon and,
in the absence of specification, will be treated as granting authority to vote
FOR the above-enumerated proposal.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated [September 15], 2004 and the Proxy Statement attached hereto:
________________________________________________________
Signature(s) of Shareholder(s)
________________________________________________________
Signature(s) of Shareholder(s)
Date:______________________________, 2004
IMPORTANT: Please sign legibly and exactly as the name appears on this card.
Joint owners must EACH sign the proxy. When signing as executor, administrator,
attorney, trustee or guardian, or as custodian for a minor, please give the FULL
title of such. If a corporation, please give the FULL corporate name and
indicate the signer's office. If a partner, please sign in the partnership name.
*** IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***