.
.
.
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:
<Table>
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
[ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
</Table>
BB&T Funds
3435 Stelzer Road
Columbus, Ohio 43219
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Alan G. Priest, Esquire
Ropes & Gray
One Metro Center
700 12th Street, NW, Suite 900
Washington, D.C. 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
------------------------------------------------------------------------
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
BB&T Small Company Value Fund
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 the BB&T Small
Company Value 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 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.
BB&T SMALL COMPANY VALUE FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 11, 2005
Notice is hereby given that a Special Meeting of the Shareholders ("Special
Meeting") of BB&T Small Company Value Fund (the "Fund"), a separate series of
BB&T Funds (the "Trust"), will be held at 2:00 p.m. (Eastern Time) on November
11, 2005 at 100 Summer Street, Suite 1500, Boston, Massachusetts 02110, for the
following purposes:
1. To approve an amendment to the investment objective of the BB&T Small
Company Value Fund;
2. 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 September 28, 2005 (the
"Shareholders") are entitled to notice of, and to vote at, this Special Meeting
or any adjournment thereof.
By Order of the Trustees
-s- C. David Bunstine
C. David Bunstine
Secretary
OCTOBER 14, 2005
SHAREHOLDERS ARE REQUESTED TO PROMPTLY VOTE BY TELEPHONE OR THE INTERNET OR
TO EXECUTE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE THE ACCOMPANYING PROXY
CARD WHICH IS BEING SOLICITED BY BB&T FUNDS' BOARD OF TRUSTEES. THIS IS
IMPORTANT TO ENSURE A QUORUM AT THE SPECIAL MEETING. PROXIES MAY BE REVOKED AT
ANY TIME BEFORE THEY ARE EXERCISED BY SUBMITTING TO BB&T FUNDS A WRITTEN NOTICE
OF REVOCATION OR A SUBSEQUENTLY EXECUTED PROXY OR BY ATTENDING THE SPECIAL
MEETING AND VOTING IN PERSON.
To Shareholders of the BB&T Small Company Value Fund:
The purpose of this proxy is to announce that a Special Meeting of
Shareholders (the "Meeting") of BB&T Small Company Value Fund (the "Fund"), a
separate series of BB&T Funds (the "Trust"), has been scheduled for November 11,
2005. The purpose of this Meeting is to submit to the Shareholders a vote (1) to
approve an amendment to the investment objective of the BB&T Small Company Value
Fund, and (2) to transact such other business as may properly come before the
Special Meeting or any adjournment thereof.
While you are, of course, welcome to join us at the Meeting, most
Shareholders vote by filling out and signing the enclosed proxy card (or by
telephone or the Internet). In order to conduct the Meeting, a majority of
shares must be represented either in person or by proxy. Whether or not you plan
to attend the 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
account administrator, 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,
Keith F. Karlawish
Keith F. Karlawish
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 CHANGE
THE INVESTMENT OBJECTIVE OF THE FUND?
A. The Fund currently invests solely in value stocks, which may underperform
the market during certain periods, given the cyclical nature of the stock
market. The proposed change in the investment objective would permit the
Fund the flexibility to invest in either value or growth stocks, depending
on prevailing market conditions.
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 is defined as representation of over 50% of
the shares outstanding for the Fund as of September 28, 2005. In the event
that not enough shareholders return the enclosed proxy ballot card to
achieve quorum, we will be forced to incur additional expenses associated
with additional solicitations. In order to avoid additional costs, please
return the completed proxy ballot as soon as possible.
Q. HOW DOES THE BOARD SUGGEST THAT I VOTE?
A. After careful consideration, the Board of Trustees of BB&T Funds,
including the independent members, recommends that you vote "FOR"
approving an amendment to the investment objective of the BB&T Small
Company Value Fund. The Board also wishes to urge you to vote and return
all the proxy ballot cards you receive.
Q. WHO SHOULD I CALL WITH QUESTIONS ABOUT THIS PROXY?
A. If you have any questions regarding this proxy, please contact your
account administrator, investment representative, or 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
BB&T SMALL COMPANY VALUE FUND
3435 STELZER ROAD
COLUMBUS, OHIO 43219
---------------------
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 11, 2005
---------------------
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Trustees (the
"Trustees") of BB&T Funds (the "Trust") on behalf of BB&T Small Company Value
Fund (the "Fund"). 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 electing to vote on
November 11, 2005 at the Special Meeting of Shareholders of the Fund at 2:00
p.m. (Eastern Time) at 100 Summer Street, Suite 1500, Boston, Massachusetts
02110 (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 BB&T Asset Management, Inc. ("BB&T"). Proxy
solicitations will be made primarily by mail, but may also be made by telephone,
e-mail, or personal interview conducted by certain officers or employees of the
Trust or BB&T Asset Management, Inc., as administrator of the Trust. 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
attorneys will vote those Shares in favor of such proposals.
The Special Meeting is being called for the following purposes: (1) to
approve an amendment to the investment objective of the BB&T Small Company Value
Fund, and (2) to transact such other business as may properly come before the
Special Meeting or any adjournment thereof.
Only Shareholders of record at the close of business on September 28, 2005
will be entitled to vote at the Special Meeting. On September 28, 2005, the Fund
had outstanding the following shares of beneficial interest ("Shares"), each
Share being entitled to one vote, and each fractional Share being entitled to a
proportionate fractional vote on each matter to be acted upon at the Special
Meeting.
BB&T SMALL COMPANY VALUE FUND
CLASS A SHARES: 93,366.9
CLASS B SHARES: 16,097.38
CLASS C SHARES: 266.18
INSTITUTIONAL CLASS SHARES: 3,718,540.73
This proxy statement and the enclosed proxy card will be sent to
Shareholders of record on or about October 14, 2005.
1
BB&T Funds' Declaration of Trust and Bylaws do not provide for annual
shareholder meetings, and no such meetings are planned for 2005. Proposals that
shareholders would like to have included in a proxy statement for any future
meeting must be received by BB&T Funds 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 the 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.
COPIES OF THE FUND'S ANNUAL REPORT DATED SEPTEMBER 30, 2004 AND SEMI-ANNUAL
REPORT DATED MARCH 31, 2005 ARE AVAILABLE UPON REQUEST AND MAY BE OBTAINED
WITHOUT CHARGE BY CALLING 1-800-228-1872.
SHARE OWNERSHIP INFORMATION
To the best of the Fund's knowledge, as of September 28, 2005, BB&T and its
bank affiliates were the Shareholders of record of 3,704,722.22 of the Fund's
Shares and owned beneficially 96.60% of the Fund's Shares. As a consequence,
BB&T may be deemed to be a controlling person of the Fund under the 1940 Act.
To the best of the Fund's knowledge, as of September 28, 2005, the Officers
and Trustees of the Fund, as a group, owned less than 1% of the outstanding
Shares of the Fund.
2
The following table sets forth, as of September 28, 2005 (unless otherwise
indicated), each additional person known by the Fund to own beneficially 5% or
more of the outstanding Shares of the Fund. Unless otherwise indicated, the Fund
believes that the beneficial owner set forth in the table has sole voting and
investment power.
<Table>
<Caption>
BB&T SMALL COMPANY VALUE FUND -- CLASS A SHARES
- -------------------------------------------------------------------------
NAME AND ADDRESS OF NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES OWNED CLASS
- ------------------- ------------ ----------
Raf & Co.
7650 Magna Dr.
Belleville, IL 62223 23,150.44 24.79%
Branch T Co.
Daily R Plans
434 Fayetteville St., 4th Floor
Attn Corp Employee Benefit Serv/Ops 10,956.27 11.73%
Pershing LLC
1 Pershing Plaza, 14th Floor
Jersey City, NJ 07303-9998 9,693.08 10.38%
Scott & Stringfellow Inc.
8006 Discovery Drive
Richmond, VA 23229 6,535.41 7.00%
</Table>
<Table>
<Caption>
BB&T SMALL COMPANY VALUE FUND -- CLASS B SHARES
- -------------------------------------------------------------------------
NAME AND ADDRESS OF NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES OWNED CLASS
- ------------------- ------------ ----------
Timothy Lynn Staubs
213 Falling Waters Dr.
Falling Waters, WV 25419 865.53 5.38%
Danny Young
6035 George Hildebran School Road
Hickory, NC 28602 1,066.60 6.63%
Michael Steven Estep
4949 Antioch Church Rd.
Matthews, NC 28104-8958 1,248.99 7.76%
Valerie L. Ireland
134 Canebreak Dr.
Greer, SC 29650 1,627.03 10.11%
Ameritrade, Inc.
1005 North Ameritrade Place
Bellevue, NE 68005 1,347.78 8.37%
Pershing LLC
1 Pershing Plaza, 14th Floor
Jersey City, NJ 07303-9998 1,448.74 9.00%
</Table>
3
<Table>
<Caption>
BB&T SMALL COMPANY VALUE FUND -- CLASS C SHARES
- -------------------------------------------------------------------------
NAME AND ADDRESS OF NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES OWNED CLASS
- ------------------- ------------ ----------
Michael E. Leonard
1130 Burksdale Rd.
Norfolk, VA 23518 133.09 50.00%
Vicki S. Courtemanche
4552 Marlwood Way
Virginia Beach, VA 23462 133.09 50.00%
</Table>
<Table>
<Caption>
BB&T SMALL COMPANY VALUE FUND -- INSTITUTIONAL CLASS SHARES
- ------------------------------------------------------------------------
NAME AND ADDRESS OF NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES OWNED CLASS
- ------------------- ------------ ----------
Wilbranch & Co.
Pt No Fee Dr.
223 W. Nash St.
Wilson, NC 27893-3801 3,099,419.90 83.35%
</Table>
4
INTRODUCTION
This Special Meeting is being called for the following purposes: (1) to
approve an amendment to the investment objective of the BB&T Small Company Value
Fund; and (2) to transact such other business as may properly come before the
Special Meeting or any adjournment thereof.
Approval of each of the Proposals requires the affirmative vote 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, or (b) more than 50% of the outstanding Shares
of the Fund.
PROPOSAL (1)
APPROVAL OF AN AMENDMENT TO THE
INVESTMENT OBJECTIVE OF THE
SMALL COMPANY VALUE FUND*
After considering the present investment objective of the Small Company
Value Fund, the BB&T Funds' Trustees have concluded that it would be in the best
interests of the Fund's Shareholders to amend the Fund's investment objective.
The Fund's investment objective would be amended as follows:
<Table>
Current objective: to seek long-term capital appreciation
by investing primarily in a diversified
portfolio of equity and equity-related
securities of small capitalization value
companies.
Proposed objective: to seek long-term capital appreciation
by investing primarily in a diversified
portfolio of equity and equity-related
securities of small capitalization
companies.
</Table>
ANALYSIS OF PROPOSED CHANGE
Currently, the Fund's investment objective directs the portfolio manager to
seek long-term capital appreciation by investing primarily in equity securities
of small capitalization value companies. However, over longer time periods, it
is believed by the investment adviser of the Fund that the most promise of
maximizing Fund performance for Shareholders will be afforded by an investment
objective that permits investment in either value stocks or growth stocks due to
the cyclical nature of the stock market.
- ---------------
* Pending Shareholder approval of the proposed change to the Fund's investment
objective, the name of the Fund will be changed to the "Small Cap Fund."
5
Certainly, in the past, and almost certainly in the future, there may be
periods where a strategy of investing in value stocks will produce greater
yields than one of investing in a combination of value and growth stocks.
Furthermore, there can be no assurance that the Fund will succeed in meeting its
investment objective. Nonetheless, the management of the Fund believes that by
allowing the portfolio manager the flexibility to invest in either value or
growth stocks depending on prevailing market conditions, the Fund will provide
greater value to its Shareholders over time.
The Fund would sell a portion of its current assets in connection with the
proposed change of investment objective. To the extent that such assets have
appreciated in value, as many of the Fund's assets have, this will result in the
recognition of gains. Net capital gains recognized by the Fund resulting from
such sales (after the application of any available capital loss carryforwards)
would be distributed to shareholders as taxable dividends. Taxes on such
dividends would be determined by how long the Fund owned the assets that
generated the gains, rather than how long shareholders owned their shares in the
Fund. Distributions of net capital gains from the sale of assets that the Fund
owned for more than one year and that are properly designated by the Fund as
capital gain dividends would be taxable to shareholders as long-term capital
gains. Distributions of gains from the sale of assets that the Fund owned for
one year or less would be taxable as ordinary income.
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
After due deliberation, on August 30, 2005, the Trustees of the BB&T Funds
unanimously approved the amendment of the Fund's investment objective and
resolved that the proper time had come to present the issue to the shareholders.
Shareholder approval of the proposed amendment to the investment objective
requires the affirmative vote of: (a) 67% or more of the 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; or (b) more than 50% of
the outstanding Shares of such Fund, whichever is less.
The Trustees unanimously recommend that Shareholders of the Small Company
Value Fund vote to approve the proposed amendment to the Small Company Value
Fund's investment objective.
6
ADDITIONAL INFORMATION
INFORMATION ABOUT THE INVESTMENT ADVISER
BB&T is the Investment Adviser for the Fund. BB&T is a wholly-owned
subsidiary of BB&T Corporation, a financial holding company that is a North
Carolina corporation, headquartered in Winston-Salem, North Carolina. As of
December 31, 2004, BB&T Corporation had assets of approximately $100.5 billion.
Through its subsidiaries, BB&T Corporation operates over 1,400 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.
In addition to general commercial, mortgage and retail banking services,
BB&T Corporation also provides trust, investment and retail and wholesale
insurance services. BB&T Corporation has provided investment management services
through its Trust and Investment Management Division since 1912. BB&T employs an
experienced staff of professional portfolio managers and traders who use a
disciplined investment process that focuses on maximization of risk-adjusted
investment returns. BB&T and its predecessors have managed common and collective
investment funds for its fiduciary accounts for more than 20 years. BB&T
currently manages discretionary assets of more than $13 billion.
INFORMATION ABOUT THE TRUST
The name, address, and principal occupation of the principal executive
officer and each director of the BB&T Funds are as follows:
<Table>
<Caption>
POSITION(S)
HELD WITH
NAME AND ADDRESS BB&T PRINCIPAL OCCUPATION
---------------- ----------- --------------------
Thomas W. Lambeth Trustee, Senior Fellow, Z. Smith
700 Yorkshire Road Chairman Reynolds Foundation.
Winston-Salem, NC 27106 of the
Board of
Trustees
Drew T. Kagan Trustee President and Director,
Montecito Advisors, Inc. Montecito Advisors, Inc.
810 N. Jefferson St.
Suite 101
Lewisburg, WV 24901
</Table>
7
<Table>
<Caption>
POSITION(S)
HELD WITH
NAME AND ADDRESS BB&T PRINCIPAL OCCUPATION
---------------- ----------- --------------------
Laura C. Bingham Trustee President, Peace College.
Peace College
Office of the President
15 East Peace Street
Raleigh, NC 27604-1194
Douglas R. Van Scoy Trustee Retired.
841 Middle Street
Sullivans Island, SC
26481
James L. Roberts Trustee Retired.
P.O. Box 4165
Breckenridge, CO 80424
Kenneth L. Miller, Jr. Trustee Executive Vice President,
200 W. Second Street, Branch Banking and Trust
16th Floor Company.
Winston-Salem, NC 27101
Keith F. Karlawish President President, BB&T Asset
434 Fayetteville St. Management, Inc.
Raleigh, NC 27601
James T. Gillespie Vice Vice President, BB&T Asset
434 Fayetteville St. President Management, Inc.
Raleigh, NC 27601
E.G. Purcell, III Vice Senior Vice President, BB&T
434 Fayetteville St. President Asset Management, Inc.
Raleigh, NC 27601
Todd M. Miller Vice Employee, BB&T Asset
434 Fayetteville St. President Management, Inc.
Raleigh, NC 27601
Troy A. Sheets Treasurer Employee, BISYS Fund
3435 Stelzer Road Services.
Columbus, OH 43219
Frank Pavlak Vice Senior Vice President, BISYS
3435 Stelzer Road President, Fund Services.
Columbus, OH 43219 Chief
Compliance
Officer
and AML
Compliance
Officer
</Table>
8
<Table>
<Caption>
POSITION(S)
HELD WITH
NAME AND ADDRESS BB&T PRINCIPAL OCCUPATION
---------------- ----------- --------------------
C. David Bunstine Secretary Employee, BISYS Fund
3435 Stelzer Road Services.
Columbus, OH 43219
Alaina V. Metz Assistant Employee, BISYS Fund
3435 Stelzer Road Secretary Services.
Columbus, OH 43219
Chris Sabato Assistant Employee, BISYS Fund
3435 Stelzer Road Treasurer Services.
Columbus, OH 43219
</Table>
INFORMATION ABOUT THE ADMINISTRATOR AND DISTRIBUTOR
BB&T Asset Management, Inc. is the administrator for the Fund. The
administrative services of the Administrator include providing office space,
equipment and clerical personnel to the Funds and supervising custodial,
auditing, valuation, bookkeeping, legal and dividend disbursing services.
BISYS Fund Services, L.P. currently serves as the distributor of shares of
the Fund. Effective November 1, 2005, BB&T Funds Distributor, Inc. will serve as
the distributor. The Distributor and BB&T may provide financial assistance in
connection with pre-approved seminars, conferences and advertising to the extent
permitted by applicable state or self-regulatory agencies, such as the National
Association of Securities Dealers.
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
which the management intends to present or knows that others will present is the
business mentioned in the Notice of Special Meeting. If any other matters
lawfully come before the Special Meeting, and in all procedural matters at said
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, 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 which 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
9
by proxy at the session of the Special Meeting to be adjourned. The persons
named as proxies will vote those proxies which 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 approval have been
received and it is otherwise appropriate.
Shareholder proposals to be presented at any future meeting of Shareholders
of the Fund must be received by the Trust within a reasonable amount of time
before the Trust's solicitation of proxies for that meeting in order for such
proposals to be considered for inclusions in the proxy materials relating to
that meeting.
If you do not expect to attend the Special Meeting, please sign your proxy
card promptly and return it in the enclosed envelope to avoid unnecessary
expense and delay. No postage is necessary.
October 14, 2005
YOUR VOTE IS IMPORTANT. YOU CAN HELP THE FUNDS 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.
BB&T SMALL COMPANY VALUE FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS ON NOVEMBER 11, 2005
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 11,
2005 at 2:00 p.m. Eastern Time at 100 Summer Street, Suite 1500, Boston, MA
02110.
The undersigned hereby appoints C. David Bunstine and Tim Bresnahan, 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
matters listed on the reverse side and upon any other matter which may come
before the Special Meeting in their discretion:
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 proposals.
VOTE ON PROPOSALS
PROPOSAL (1) Approval of an amendment to the fundamental investment objective of
the Fund.
FOR AGAINST ABSTAIN
- --------- --------- ---------
PROPOSAL (2) Transaction of such other business as may properly come before the
Special Meeting.
FOR AGAINST ABSTAIN
- --------- --------- ---------
TO VOTE BY INTERNET
1. Read the Proxy Statement and have your Proxy Card* below at hand.
2. Go to the Website www.proxyvote.com.
3. Enter the 12-digit Control Number found on your Proxy Card and follow the
simple instructions.
TO VOTE BY TELEPHONE
1. Read the Proxy Statement and have your Proxy Card* below at hand.
2. Call 1-800-690-6903.
3. Enter the 12-digit Control Number found on your Proxy Card and follow the
simple instructions.
TO VOTE BY MAIL
1. Read the Proxy Statement.
2. Check the appropriate boxes on the proxy card below.
3. Sign and date the proxy card.
4. Return the proxy card in the envelope provided.
***IF VOTING BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE***
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting
dated October 14, 2005 and the Proxy Statement attached hereto.
- 2 -
Signature(s) of Shareholder(s)
Signature(s) of Shareholder(s)
Date: , 2005
-----------------------------------------------
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***
- 3 -