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U.S SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24f-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
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1. Name and address of issuer:
BB&T MUTUAL FUNDS GROUP
3435 STELZER RD.
COLUMBUS, OHIO 43219
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2. Name of each series or class of funds for which this notice is filed:
SEE EXHIBIT A
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3. Investment Company Act File Number: 811-6719
Securities Act File Number: 33-49098
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4. Last day of fiscal year for which this notice is filed:
SEPTEMBER 30, 1996
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purpose of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable:
N/A
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule 24f-2
in a prior fiscal year, but which remained unsold at the beginning of the
fiscal year:
NONE
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
NONE
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9. Number and aggregate sale price of securities sold during the fiscal year:
$693,130,295.62 Price
470,662,118.23 Shares
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
$693,130,295.62 Price
470,662,118.23 Shares
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
$14,144,966.25 Price
2,840,686.13 Shares
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2: $693,130,295.62
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans: $14,144,966.25
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year: $466,795,116.38
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(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2: 0
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(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2: 240,480,145.49
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(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation: 1/3300
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(vii) Fee Due: $72,872.77
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
11/26/96
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)*
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Richard Ille, President
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Date 11-26-96
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*Please print the name and title of the signing officer below the signature.
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EXHIBIT A
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BB & T MUTUAL FUNDS GROUP
U.S. TREASURY MONEY MARKET (INVESTOR)
U.S. TREASURY MONEY MARKET (TRUST)
SHORT-INTERMEDIATE U.S. GOVERNMENT INCOME (INVESTOR)
SHORT-INTERMEDIATE U.S. GOVERNMENT INCOME (TRUST)
INTERMEDIATE U.S. GOVERNMENT BOND (INVESTOR)
INTERMEDIATE U.S. GOVERNMENT BOND (TRUST)
GROWTH & INCOME STOCK (INVESTOR)
GROWTH & INCOME STOCK (TRUST)
NORTH CAROLINA INTERMEDIATE TAX-FREE (INVESTOR)
NORTH CAROLINA INTERMEDIATE TAX-FREE (TRUST)
BALANCED (INVESTOR)
BALANCED (TRUST)
SMALL COMPANY GROWTH (INVESTOR)
SMALL COMPANY GROWTH (TRUST)
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November 26, 1996
BB&T Mutual Funds Group
3435 Stelzer Road
Columbus, OH 43219
Ladies and Gentlemen:
You have informed us that you intend to file a Rule 24f-2 Notice (the
"Notice") with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 24f-2 (the "Rule") under the Investment Company Act of 1940,
as amended, making definite the registration of units of beneficial interest,
$.00001 par value, in the amount of $693,130,295.62 belonging to the following
series of BB&T Mutual Funds Group: the BB&T U.S. Treasury Money Market Fund,
the BB&T Short-Intermediate U.S. Government Income Fund, the BB&T Intermediate
U.S. Government Bond Fund, the BB&T North Carolina Intermediate Tax-Free Fund,
the BB&T Growth and Income Stock Fund, the BB&T Balanced Fund and the BB&T
Small Company Growth Fund (the "Shares"), sold in reliance upon the Rule
during your fiscal year ended September 30, 1996.
We have examined your Declaration of Trust on file in the office of the
Secretary of The Commonwealth of Massachusetts and the Clerk of the City of
Boston. We are familiar with the action taken by your Trustees to authorize
the issue and sale from time to time of your authorized and unissued Shares at
not less than the public offering price, and have assumed that the Shares have
been issued and sold in accordance with such actions, and that appropriate
action has been taken to qualify or register the sale of the Shares under any
applicable state laws regulating offerings and sales of securities. We have
also examined a copy of your By-laws and such other documents as we have deemed
necessary for the purposes of this opinion. You are from time to time referred
to herein as the "Trust."
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and validly issued and are fully paid and non-assessable.
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BB&T Mutual Funds Group
November 26, 1996
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The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given
in each agreement, obligation or instrument entered into or executed by the
Trust or its Trustees. The Declaration of Trust provides for indemnification
out of the property of the Trust for all loss and expense of any shareholder of
the Trust held personally liable solely by reason of his being or having been a
shareholder. Thus, the risk of a shareholder incurring financial loss on
account of being a shareholder is limited to circumstances in which the Trust
itself would be unable to meet its obligations.
We consent to this opinion accompanying the Notice when filed with the
Commission.
Very truly yours,
Ropes & Gray
