As filed with the Securities and Exchange Commission on
April 21, 2006
Registration No. 333-130996
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO.____
[X] POST-EFFECTIVE AMENDMENT NO. 2
(Check appropriate box or boxes)
BB&T FUNDS
(Exact Name of Registrant as Specified in Charter)
1-800-228-1872
(Area Code and Telephone Number)
3435 STELZER ROAD
COLUMBUS, OH 43219
(Address of Principal Executive Offices)
----------
ALAN G. PRIEST, ESQUIRE
ROPES & GRAY LLP
ONE METRO CENTER
700 12TH STREET, N.W., SUITE 900
WASHINGTON, D.C. 20005
(Name and address of Agent for Service)
----------
It is proposed that this filing will become effective immediately upon filing
pursuant to paragraph (d) of Rule 462 under the Securities Act of 1933, as
amended.
There have been no changes to the proxy statement/prospectus or statement of
additional information as filed with the Registrant's Registration Statement on
Form N-14 (File No. 333-130996), as filed with the Commission on January 12,
2006 (Accession No. 0000950152-06-000185).
PART C. OTHER INFORMATION
ITEM 15. INDEMNIFICATION
Article VIII, Sections 1 and 2 of the Registrant's Declaration of Trust provides
as follows:
"Trustees, Officers, etc.
Section 1. The Trust shall indemnify each of its Trustees and officers
(including persons who serve at the Trust's request as directors, officers
or trustees of another organization in which the Trust has any interest as
a shareholder, creditor or otherwise) (hereinafter referred to as a
"Covered Person") against all liabilities and expenses, including but not
limited to amounts paid in satisfaction of judgments, in compromise or as
fines and penalties, and counsel fees reasonably incurred by any Covered
Person in connection with the defense or disposition of any action, suit or
other proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such Covered Person may be or
may have been involved as a party or otherwise or with which such Covered
Person may be or may have been threatened, while in office or thereafter,
by reason of being or having been such a Covered Person except with respect
to any matter as to which such Covered Person shall have been finally
adjudicated in any such action, suit or other proceeding to be liable to
the Trust or its Shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office. Expenses, including counsel fees
so incurred by any such Covered Person (but excluding amounts paid in
satisfaction of judgments, in compromise or as fines or penalties), shall
be paid from time to time by the Trust in advance of the final disposition
of any such action, suit or proceeding upon receipt of an undertaking by or
on behalf of such Covered Person to repay amounts so paid to the Trust if
it is ultimately determined that indemnification of such expenses is not
authorized under this Article, provided, however, that either (a) such
Covered Person shall have provided appropriate security for such
undertaking, (b) the Trust shall be insured against losses arising from any
such advance payments or (c) either a majority of the disinterested
Trustees acting on the matter (provided that a majority of the
disinterested Trustees then in office act on the matter), or independent
legal counsel in a written opinion, shall have determined, based upon a
review of readily available facts (as opposed to a full trial type inquiry)
that there is reason to believe that such Covered Person will be found
entitled to indemnification under this Article.
Compromise Payment
Section 2. As to any matter disposed of (whether by a compromise payment,
pursuant to a consent decree or otherwise) without an adjudication by a
court, or by any other body before which the proceeding was brought, that
such Covered Person either (a) did not act in good faith in the reasonable
belief that his action was in the best interests of the Trust or (b) is
liable to the Trust or its Shareholders by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in
the conduct of his or her office, indemnification shall be provided if (a)
approved as in the best interests of the Trust, after notice that it
involves such indemnification, by at least a majority of the disinterested
Trustees acting on the matter (provided that a majority of the
disinterested Trustees then in office act on the matter) upon a
determination, based upon a review of readily available facts (as opposed
to a full trial type inquiry) that such Covered Person acted in good faith
in the reasonable belief that his action was in the best interests of the
Trust and is not liable to the Trust or its Shareholders by reasons of
willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his or her office, or (b) there has
been obtained an opinion in writing of independent legal counsel, based
upon a review of readily available facts (as opposed to a full trial type
inquiry) to the effect that such Covered Person appears to have acted in
good faith in the reasonable belief that his action was in the best
interests of the Trust and that such indemnification would not protect such
Person against any liability to the Trust to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office. Any
approval pursuant to this Section shall not prevent the recovery from any
Covered Person of any amount paid to such Covered Person in accordance with
this Section as indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have acted in good
faith in the reasonable belief that such Covered Person's action was in the
best interests of the Trust or to have been liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of such Covered
Person's office."
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to trustees, officers, and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a trustee, officer, or
controlling person of Registrant in the successful defense of any action,
suit, or proceeding) is asserted by such trustee, officer, or controlling
person in connection with the securities being registered, Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
Indemnification for the Group's principal underwriter is provided for in
the Distribution Agreement incorporated herein by reference as Exhibit
6(a).
In addition, the Trust maintains a directors and officer liability
insurance policy with a maximum coverage of $3,000,000.
ITEM 16. EXHIBITS
(1) Amended and Restated Agreement and Declaration of Trust dated May 17, 1999
is incorporated by reference to Exhibit 1(c) to Post-Effective Amendment
No. 1 to the Registration Statement of the Registrant on Form N-1A (filed
March 24, 1993).
(2) Bylaws, Amended and Restated August 30, 2005 is incorporated by reference
to Exhibit (b)(1) to Post-Effective Amendment No. 42 to the Registration
Statement on Form N-1A (filed November 17, 2005).
(3) Not Applicable.
(4) Plan of Reorganization of BB&T Funds is incorporated by reference to
Exhibit (4) to the Registration Statement on Form N-14 (filed January 12,
2006).
(5) (i) Article III, Article V, Article VIII, Section 4, and Article IX,
Sections 1, 4, 5, and 7 of the Amended and Restated Declaration of
Trust dated August 18, 1992, is incorporated by reference to Exhibit
1(c) to Post-Effective Amendment No. 1 to the Registration Statement
on Form N-1A (filed March 24, 1993).
(ii) Article 9, Article 10, Section 6, Article 11 of the By-laws responsive
to this item is incorporated by reference to Exhibit 2 to
Post-Effective Amendment No. 12 to the Registration Statement on Form
N-1A (filed July 2, 1997).
(6) (i) Amended and Restated Investment Advisory Agreement between the
Registrant and BB&T Asset Management, Inc. dated May 23, 2003 is
incorporated by reference to Exhibit (d)(1) to Post-Effective
Amendment No. 34 to the Registration Statement on Form N-1A (filed
November 26, 2003).
(ii) Form of Revised Schedule A to Investment Advisory Agreement is
incorporated by reference to Exhibit (d)(2) to Post-Effective
Amendment No. 32 to the Registration Statement on Form N-1A (filed
March 6, 2003).
(iii) Form of Sub-Advisory Contract between BB&T Asset Management, Inc. and
UBS Global Asset Management (Americas) Inc. is incorporated by
reference to Exhibit (d)(3) to Post-Effective Amendment No. 33 to the
Registration Statement on Form N-1A (filed April 30, 2003).
(iv) Sub-Advisory Agreement between BB&T Asset Management, Inc. (formerly
BB&T Asset Management LLC) and Federated Investment Management Company
dated February 1, 2001, including Schedules A, B, and C, is
incorporated by reference to Exhibit (d)(3) to Post-Effective
Amendment No. 29 to the Registration Statement on Form N-1A (filed
November 15, 2002).
(v) Sub-Advisory Agreement between BB&T Asset Management, Inc. (formerly
BB&T Asset Management LLC) and Federated Investment Management Company
dated October 9, 2001, including Schedules 1, 2, and 3, is
incorporated by reference to Exhibit (d)(4) to Post-Effective
Amendment No. 29 to the Registration Statement on Form N-1A (filed
November 15, 2002).
(vi) Sub-Advisory Agreement between BB&T Asset Management, Inc. and Scott &
Stringfellow, Inc., including Schedule A is incorporated by reference
to Exhibit (d)(6) to Post-Effective Amendment No. 42 to the
Registration Statement on Form N-1A (filed November 17, 2005).
(vii) Sub-Advisory Agreement between BB&T Asset Management, Inc. and
Sterling Capital Management LLC, including Schedule A is incorporated
by reference to Exhibit (d)(7) to Post-Effective Amendment No. 42 to
the Registration Statement on Form N-1A (filed November 17, 2005).
(7) (i) Distribution Agreement between the Registrant and BB&T Funds
Distributor, Inc. dated November 1, 2005 including Schedules A, B, C,
and D is incorporated by reference to Exhibit (e)(1) to Post-Effective
Amendment No. 42 to the Registration Statement on Form N-1A (filed
November 17, 2005).
(ii) Form of Amended Distribution Agreement between the Registrant and
BISYS Fund Services LP including Schedules A, B, C and D is
incorporated by reference to Exhibit (e)(2) to Post-Effective
Amendment No. 42 to the Registration Statement on Form N-1A (filed
November 17, 2005).
(iii) Distribution Services Agreement between BB&T Asset Management, Inc.
and BB&T Funds Distributors, Inc. dated November 1, 2005 is
incorporated by reference to Exhibit (h)(9) to Post-Effective
Amendment No. 42 to the Registration Statement on Form N-1A (filed
November 17, 2005).
(iv) Form of Distribution Services Agreement between BB&T Asset Management,
Inc. and BISYS Fund Services, L.P. is incorporated by reference to
Exhibit (h)(10) to Post-Effective Amendment No. 42 to the Registration
Statement on Form N-1A (filed November 17, 2005).
(8) Not applicable.
(9) (i) Custody Agreement between the Registrant and Branch Banking and Trust
Company dated February 1, 2001 is incorporated by reference to Exhibit
(f)(1) to Post-Effective Amendment No. 29 to the Registration
Statement on From N-1A (filed November 15, 2002).
(ii) Custody Agreement between the Registrant and Bank of New York is
incorporated by reference to Exhibit 8(c) to Post-Effective Amendment
No. 11 to the Registration Statement of the Registrant on Form N-1A
(filed February 14, 1997).
(iii) Form of Foreign Custody Manager Agreement and the Amendment to the
Foreign Custody Manager Agreement between the Registrant and Bank of
New York is incorporated by reference to Exhibit (f)(2) to
Post-Effective Amendment No. 25 to the Registration Statement on Form
N-1A (filed July 23, 2001).
(iv) Custody Agreement between the Registrant and State Street Bank and
Trust Company is incorporated by reference to Exhibit (g)(5) to
Post-Effective Amendment No. 11 to the Registration Statement of the
Registrant on Form N-1A (filed February 14, 1997).
(v) Form of Custody Agreement between the Registrant and Investor's Bank &
Trust Company is incorporated by reference to Exhibit (f)(5) to
Post-Effective Amendment No. 21 to the Registration Statement on Form
N-1A (filed November 17, 2000).
(vi) Form of Custody Agreement between the Registrant and US Bank dated
February 1, 2005 is incorporated by reference to Exhibit (g)(6) to
Post-Effective Amendment No. 39 to the Registration Statement on Form
N-1A (filed January 31, 2005).
(10) (i) Transfer Agency Agreement between the Registrant and BISYS Fund
Services Ohio, Inc. (formerly The Winsbury Company Limited
Partnership) is incorporated by reference to Exhibit (g)(3) to
Post-Effective Amendment No. 23 to the Registration Statement on Form
N-1A (filed March 1, 2001).
(A) Form of Schedule A to the Transfer Agency Agreement between
the Registrant and BISYS Fund Services Ohio, Inc. is incorporated
by reference to Exhibit (g)(4) to Post-Effective Amendment No. 36
to the Registration Statement on Form N-1A (filed April 15,
2004).
(B) Form of Amendment to Transfer Agency Agreement is
incorporated by reference to Exhibit (h)(3)(ii) to Post-
Effective Amendment No. 39 to the Registration Statement on Form
N-1A (filed January 31, 2005).
(ii) Form of Transfer Agency Agreement between the Registrant and BISYS
Fund Services Ohio, Inc. dated February 1, 2005 is incorporated by
reference to Exhibit (h)(3)(iii) to Post- Effective Amendment No. 39
to the Registration Statement on Form N-1A (filed January 31, 2005).
(iii) Form of Amended and Restated Distribution and Shareholder Services
Plan as Amended November 9, 2000 between the Registrant and BISYS Fund
Services Limited Partnership is incorporated by reference to Exhibit
(l)(1) to Post-Effective Amendment No. 23 to the Registration
Statement on Form N-1A (filed March 1, 2001).
(iv) Form of Servicing Agreement with respect to Shareholder Services
between Branch Banking and Trust Company and BISYS Retirement
Services, Inc. (formerly Universal Pensions, Inc.) is incorporated by
reference to Exhibit (l)(2) to Post-Effective Amendment No. 29 to the
Registration Statement on Form N-1A (filed November 15, 2002).
(A) Form of Revised Schedule A to the Servicing Agreement with Branch
Banking and Trust Company and BISYS Fund Services Limited
Partnership (formerly The Winsbury Company Limited Partnership)
is incorporated by reference to Exhibit (l)(3) to Post-Effective
Amendment No. 23 to the Registration Statement on Form N-1A
(filed
March 1, 2001).
(v) Administration Agreement between the Registrant and BB&T Asset
Management, Inc. dated February 1, 2005 including Schedule A is
incorporated by reference to Exhibit (h)(1) to Post-Effective
Amendment No. 42 to the Registration Statement on Form N-1A (filed
November 17, 2005).
(vi) Form of Sub-Administration Agreement between BISYS Fund Services LP
and BB&T Asset Management, Inc. including Schedules A and B is
incorporated by reference to Exhibit (h)(2) to Post-Effective
Amendment No. 39 to the Registration Statement on Form N-1A (filed on
January 31, 2005).
(vii) Form of Shareholder Servicing Agreement between BB&T Funds and the
Pershing Division of Donaldson, Lufkin & Jenrette Securities
Corporation dated September 10, 2002 is incorporated by reference to
Exhibit (h)(4) to Post-Effective Amendment No. 32 to the Registration
Statement on Form N-1A (filed March 6, 2003).
(A) Form of Schedule A to the Shareholder Servicing Agreement between
BB&T Funds and the Pershing Division of Donaldson, Lufkin &
Jenrette Securities Corporation is incorporated by reference to
Exhibit (h)(5) to Post-Effective Amendment No. 32 to the
Registration Statement on Form N-1A (filed March 6, 2003).
(viii) Form of Amended Multiple Class Plan dated January 26, 2004 is
incorporated by reference to Post-Effective Amendment No. 36 to the
Registration Statement on Form N-1A (filed April 15, 2004).
(ix) Fund Accounting Agreement between the Registrant and BISYS Fund
Services Ohio, Inc. (formerly The Winsbury Company Limited
Partnership) is incorporated by reference to Exhibit (g)(5) to
Post-Effective Amendment No. 23 to the Registration Statement on Form
N-1A (filed March 1, 2001).
(A) Form of Revised Schedule A to the Fund Accounting Agreement
between the Registrant and BISYS Fund Services Ohio, Inc. is
incorporated by reference to Exhibit (g)(6) to Post-Effective
Amendment No. 32 to the Registration Statement on Form N-1A
(filed March 6, 2003).
(B) Form of Fund Accounting Agreement between the Registrant and
BISYS Fund Services Ohio, Inc. dated February 1, 2005 is
incorporated by reference to Exhibit (h)(4)(ii)
to Post-Effective Amendment No. 39 to the Registration Statement
on Form N-1A (filed January 31, 2005).
(x) Form of Sub-Accounting Agreement between BB&T Funds and the Pershing
Division of Donaldson, Lufkin & Jenrette Securities Corporation dated
September 10, 2002 is incorporated by reference to Exhibit (h)(2) to
Post-Effective Amendment No. 32 to the Registration Statement on Form
N-1A (filed March 6, 2003).
(A) Form of Schedule A to the Sub-Accounting Agreement between BB&T
Funds and the Pershing Division of Donaldson, Lufkin & Jenrette
Securities Corporation is incorporated by reference to Exhibit
(h)(3) to Post-Effective Amendment No. 32 to the Registration
Statement on Form N-1A (filed March 6, 2003).
(11) Opinion and Consent of Ropes & Gray LLP Regarding Securities is
incorporated by reference to Exhibit (11) to the Registration Statement on
Form N-14 (filed January 12, 2006).
(12) Opinion and Consent of Ropes & Gray LLP Regarding Tax Matters is filed
herewith.
(13) (i) Code of Ethics for BB&T Funds dated November 8, 1994 and amended
February 11, 2000 is incorporated by reference to Exhibit (n)(1) to
Post-Effective Amendment No. 21 to the Registration Statement of the
Registrant on Form N-1A (filed November 17, 2000).
(ii) Amended Code of Ethics for BB&T Asset Management Inc. is incorporated
by reference to Exhibit (p)(2) to Post-Effective Amendment No. 42 to
the Registration Statement on Form N-1A (filed November 17, 2005).
(iii) Code of Ethics for UBS Global Asset Management (Americas) Inc. is
incorporated by reference to Exhibit (p)(3) to Post-Effective
Amendment No. 36 to the Registration Statement on Form N-1A (filed
April 15, 2004).
(iv) Code of Ethics for Federated Investment Management Company is
incorporated by reference to Exhibit (p)(4) to Post-Effective
Amendment No. 41 to the Registration Statement on Form N-1A (filed
April 29, 2005).
(v) Code of Ethics for Scott & Stringfellow, Inc. is incorporated by
reference to Exhibit (p)(5) to Post-Effective Amendment No. 36 to the
Registration Statement on Form N-1A (filed April 15, 2004).
(vi) Code of Ethics for Sterling Capital Management dated September 27,
2004 is incorporated by reference to Exhibit (p)(6) to Post-Effective
Amendment No. 42 to the Registration Statement on Form N-1A (filed
November 17, 2005).
(14) Consent of KPMG LLP is incorporated by reference to Exhibit (14) to the
Registration Statement on Form N-14 (filed January 12, 2006).
(15) Not Applicable.
(16) Power of Attorney.
(i) POWER OF ATTORNEY
January 2006
Keith F. Karlawish, whose signature appears below, does hereby constitute and
appoint Alan G. Priest, Alyssa Albertelli, and Katherine S. Milin, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable BB&T Funds (the
"Trust"), to comply with the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended ("Acts"), and any rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the initial filing and any and all amendments to the Trust's
Registration Statement on Form N-14 relating to the consolidation of the BB&T
Small Company Growth Fund with and into the BB&T Small Cap Fund pursuant to said
Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee and/or officer of the Trust any and all such initial
filings and amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue thereof.
/s/ Keith F. Karlawish
-----------------------------------------
Keith F. Karlawish
(ii) POWER OF ATTORNEY
January 2006
Laura C. Bingham, whose signature appears below, does hereby constitute and
appoint Alan G. Priest, Alyssa Albertelli, and Katherine S. Milin, each
individually, her true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable BB&T Funds (the
"Trust"), to comply with the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended ("Acts"), and any rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the initial filing and any and all amendments to the Trust's
Registration Statement on Form N-14 relating to the consolidation of the BB&T
Small Company Growth Fund with and into the BB&T Small Cap Fund pursuant to said
Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee and/or officer of the Trust any and all such initial
filings and amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue thereof.
/s/ Laura C. Bingham
----------------------------------------
Laura C. Bingham
(iii) POWER OF ATTORNEY
January 2006
Thomas W. Lambeth, whose signature appears below, does hereby constitute and
appoint Alan G. Priest, Alyssa Albertelli, and Katherine S. Milin, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable BB&T Funds (the
"Trust"), to comply with the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended ("Acts"), and any rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the initial filing and any and all amendments to the Trust's
Registration Statement on Form N-14 relating to the consolidation of the BB&T
Small Company Growth Fund with and into the BB&T Small Cap Fund pursuant to said
Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee and/or officer of the Trust any and all such initial
filings and amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue thereof.
/s/ Thomas W. Lambeth
----------------------------------------
Thomas W. Lambeth
(iv) POWER OF ATTORNEY
January 2006
Troy A. Sheets, whose signature appears below, does hereby constitute and
appoint Alan G. Priest, Alyssa Albertelli, and Katherine S. Milin, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable BB&T Funds (the
"Trust"), to comply with the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended ("Acts"), and any rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the initial filing and any and all amendments to the Trust's
Registration Statement on Form N-14 relating to the consolidation of the BB&T
Small Company Growth Fund with and into the BB&T Small Cap Fund pursuant to said
Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee and/or officer of the Trust any and all such initial
filings and amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue thereof.
/s/ Troy A. Sheets
----------------------------------------
Troy A. Sheets
(v) POWER OF ATTORNEY
January 2006
Kenneth L. Miller, whose signature appears below, does hereby constitute and
appoint Alan G. Priest, Alyssa Albertelli, and Katherine S. Milin, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable BB&T Funds (the
"Trust"), to comply with the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended ("Acts"), and any rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the initial filing and any and all amendments to the Trust's
Registration Statement on Form N-14 relating to the consolidation of the BB&T
Small Company Growth Fund with and into the BB&T Small Cap Fund pursuant to said
Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee and/or officer of the Trust any and all such initial
filings and amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue thereof.
/s/ Kenneth L. Miller
----------------------------------------
Kenneth L. Miller
(vi) POWER OF ATTORNEY
January 2006
Drew T. Kagan, whose signature appears below, does hereby constitute and appoint
Alan G. Priest, Alyssa Albertelli, and Katherine S. Milin, each individually,
his true and lawful attorneys and agents, with power of substitution or
resubstitution, to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, each individually, may deem
necessary or advisable or which may be required to enable BB&T Funds (the
"Trust"), to comply with the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended ("Acts"), and any rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the initial filing and any and all amendments to the Trust's
Registration Statement on Form N-14 relating to the consolidation of the BB&T
Small Company Growth Fund with and into the BB&T Small Cap Fund pursuant to said
Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee and/or officer of the Trust any and all such initial
filings and amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue thereof.
/s/ Drew T. Kagan
----------------------------------------
Drew T. Kagan
(vii) POWER OF ATTORNEY
January 2006
Douglas R. Van Scoy, whose signature appears below, does hereby constitute and
appoint Alan G. Priest, Alyssa Albertelli, and Katherine S. Milin, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable BB&T Funds (the
"Trust"), to comply with the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended ("Acts"), and any rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the initial filing and any and all amendments to the Trust's
Registration Statement on Form N-14 relating to the consolidation of the BB&T
Small Company Growth Fund with and into the BB&T Small Cap Fund pursuant to said
Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee and/or officer of the Trust any and all such initial
filings and amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue thereof.
/s/ Douglas R. Van Scoy
----------------------------------------
Douglas R. Van Scoy
(viii) POWER OF ATTORNEY
January 2006
James L. Roberts, whose signature appears below, does hereby constitute and
appoint Alan G. Priest, Alyssa Albertelli, and Katherine S. Milin, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, each individually, may
deem necessary or advisable or which may be required to enable BB&T Funds (the
"Trust"), to comply with the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended ("Acts"), and any rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the initial filing and any and all amendments to the Trust's
Registration Statement on Form N-14 relating to the consolidation of the BB&T
Small Company Growth Fund with and into the BB&T Small Cap Fund pursuant to said
Acts, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as a trustee and/or officer of the Trust any and all such initial
filings and amendments filed with the Securities and Exchange Commission under
said Acts, and any other instruments or documents related thereto, and the
undersigned does hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue thereof.
/s/ James L. Roberts
----------------------------------------
James L. Roberts
(17) (i) BB&T Funds' Statement of Additional Information dated February 1, 2006
is incorporated by reference to Exhibit (17)(i) to Post-Effective Amendment
No. 1 to the Registration Statement on Form N-14 (filed February 13, 2006).
(ii) BB&T Funds' Annual Report dated September 30, 2005 is incorporated by
reference to Exhibit (17)(ii) to the Registration Statement on Form N-14
(filed January 12, 2006).
ITEM 17. UNDERTAKINGS
(1) The Registrant agrees that prior to any public reoffering of the
securities registered through the use of a prospectus which is a part
of this registration statement by any person or party who is deemed to
be an underwriter within the meaning of Rule 145(c) of the Securities
Act, the reoffering prospectus will contain the information called for
by the applicable registration form for reofferings by persons who may
be deemed underwriters, in addition to the information called for by
the other items of the applicable form.
(2) The Registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as part of an amendment to the
registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act,
each post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide
offering of them.
NOTICE
A copy of the Agreement and Declaration of Trust, as amended, of the BB&T
Funds is on file with the Secretary of State of The Commonwealth of
Massachusetts and notice is hereby given that this instrument is executed on
behalf of the Registrant by officers of the registrant as officers and not
individually and that the obligations of or arising out of this instrument are
not binding upon any of the trustees, officers or shareholders individually but
are binding only upon the assets and property of the Registrant.
SIGNATURES
As required by the Securities Act of 1933, as amended, this Registration
Statement has been signed on behalf of the Registrant in the City of Washington,
District of Columbia, on the 21st day of April, 2006.
BB&T FUNDS
/s/ Keith F. Karlawish
- ----------------------------------
* Keith F. Karlawish
President
As required by the Securities Act of 1933, this Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
/s/ Keith F. Karlawish President April 21, 2006
- -------------------------------------
* Keith F. Karlawish
/s/ James L. Roberts Trustee April 21, 2006
- -------------------------------------
*James L. Roberts
/s/ Thomas W. Lambeth Trustee April 21, 2006
- -------------------------------------
*Thomas W. Lambeth
/s/ Troy A. Sheets Treasurer April 21, 2006
- -------------------------------------
*Troy A. Sheets
/s/ Douglas R. Van Scoy Trustee April 21, 2006
- -------------------------------------
*Douglas R. Van Scoy
/s/ Kenneth L. Miller Trustee April 21, 2006
- -------------------------------------
*Kenneth L. Miller
/s/ Drew T. Kagan Trustee April 21, 2006
- -------------------------------------
*Drew T. Kagan
/s/ Laura C. Bingham Trustee April 21, 2006
- -------------------------------------
*Laura C. Bingham
*By: /s/ Alan G. Priest
--------------------------------
Alan G. Priest
Attorney-in-Fact, pursuant to powers of attorney filed herewith.
EXHIBIT INDEX
(12) Opinion and Consent of Ropes & Gray LLP Regarding Tax Matters