BB&T MUTUAL FUNDS GROUP
497, 1998-06-22
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<PAGE>   1
 
                            BB&T MUTUAL FUNDS GROUP
 
                              CLASS A AND B SHARES
 
                         Supplement dated June 22, 1998
                      to Prospectus dated February 1, 1998
 
     Capital terms not defined in this Supplement have the meaning assigned to
them in the Prospectus.
 
     1. Under "HOW TO PURCHASE AND REDEEM SHARES" -- AUTO INVEST PLAN on page
44, the third and fourth sentences are deleted in their entirety and replaced as
follows:
 
          The required minimum initial investment when opening an account using
     the Auto Invest Plan is $25 per Fund; the minimum amount for subsequent
     automatic investments in a Fund is $25. To participate in the Auto Invest
     Plan, Shareholders should complete the appropriate section of the Account
     Registration Form or supplemental sign-up form that can be acquired by
     calling the Distributor and attach a voided check and (for new Shareholders
     only) send a check for the initial $25 Fund Share purchase.
 
     2. Under "HOW TO PURCHASE AND REDEEM SHARES" -- AUTO WITHDRAWAL PLAN on
page 48, the first paragraph is deleted in its entirety and replaced as follows:
 
          BB&T Mutual Funds Group Auto Withdrawal Plan enables Shareholders to
     make regular redemptions of Class A Shares and Class B Shares of a Fund.
     With Shareholder authorization, the Group's transfer agent will
     automatically redeem Class A Shares and Class B Shares at the net asset
     value of the applicable Fund on the dates of withdrawal and have the amount
     specified transferred according to the instructions of the Shareholder. In
     certain cases, Class B Shareholders may redeem using the Auto Withdrawal
     Plan without paying a contingent deferred sales charge as described in "How
     To Purchase and Redeem Shares -- Contingent Deferred Sales Charge."
     Shareholders participating in the Auto Withdrawal Plan must maintain a
     minimum account balance of $1,000 in the Fund from which Class A Shares or
     Class B Shares are being redeemed. Purchase of additional Shares concurrent
     with withdrawals may be disadvantageous to certain Shareholders because of
     tax liabilities.
 
     3. Under "HOW TO PURCHASE AND REDEEM SHARES" -- CONTINGENT DEFERRED SALES
CHARGE on page 43, the following sales waiver is added to the last paragraph as
follows:
 
               (iii) provided that the Shareholder withdraws no more than 12% of
               the account value annually using the Auto Withdrawal Plan
               Feature.
 
     4. Under "OTHER INVESTMENT PRACTICES" on page 29, the third paragraph
regarding the Group's securities lending policy is deleted and replaced in its
entirety as follows:
 
          In order to generate additional income, each Fund except the North
     Carolina Fund and the South Carolina Fund may, from time to time, lend its
     portfolio securities to broker-dealers, banks or institutional borrowers of
     securities which BB&T and/or a Fund's respective subadviser has determined
     are creditworthy under guidelines established by the Group's Board of
     Trustees. The Group will employ one or more securities lending agents to
     initiate and effect securities lending transactions for the Group. While
     the lending of securities may subject a Fund to certain risks, such as
     delays or the inability to regain the securities in the event the borrower
     was to default on its lending agreement or enter into bankruptcy, the Fund
     will lend only on a fully collateralized basis in order to reduce such
     risk. During the time portfolio securities are on loan, the Fund is
     entitled to receive any dividends or interest paid on such securities.
     Additionally, cash collateral received will be invested on behalf of the
     Fund exclusively in money market instruments. While a Fund will not have
     the right to vote securities on loan, the Funds intend to terminate the
     loan and regain the right to vote if that is considered important with
     respect to the investment. Each Fund will restrict its securities lending
     to 33 1/3% of its total assets.
<PAGE>   2
 
     5. Under "MANAGEMENT OF BB&T MUTUAL FUNDS GROUP" on page 58, a new
provision is added as follows:
 
          PORTFOLIO BROKERAGE.  When placing orders for the Group's securities
     transactions, BB&T or a Fund's respective sub-adviser will use its judgment
     to obtain best price and execution. The full range and quality of brokerage
     services available are considered in making these determinations. BB&T or a
     Fund's respective sub-adviser may use a qualified affiliated broker or
     dealer of BB&T to execute the Group's transactions when it reasonably
     believes that commissions (or prices) charged and transaction quality will
     be at least comparable to those available from other qualified brokers or
     dealers.
 
INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE PROSPECTUS FOR FUTURE
REFERENCE.
<PAGE>   3
 
                            BB&T MUTUAL FUNDS GROUP
 
                                  TRUST SHARES
 
                         Supplement dated June 22, 1998
                      to Prospectus dated February 1, 1998
 
     Capital terms not defined in this Supplement have the meaning assigned to
them in the Prospectus.
 
     1. On page 26 under "OTHER INVESTMENT PRACTICES" the second full paragraph
regarding the Group's securities lending policy is deleted and replaced in its
entirety as follows:
 
          In order to generate additional income, each Fund except the North
     Carolina Fund and the South Carolina Fund may, from time to time, lend its
     portfolio securities to broker-dealers, banks or institutional borrowers of
     securities which BB&T and/or a Fund's respective sub-adviser has determined
     are creditworthy under guidelines established by the Group's Board of
     Trustees. The Group will employ one or more securities lending agents to
     initiate and effect securities lending transactions for the Group. While
     the lending of securities may subject a Fund to certain risks, such as
     delays or the inability to regain the securities in the event the borrower
     was to default on its lending agreement or enter into bankruptcy, the Fund
     will lend only on a fully collateralized basis in order to reduce such
     risk. During the time portfolio securities are on loan, the Fund is
     entitled to receive any dividends or interest paid on such securities.
     Additionally, cash collateral received will be invested on behalf of the
     Fund exclusively in money market instruments. While a Fund will not have
     the right to vote securities on loan, the Funds intend to terminate the
     loan and regain the right to vote if that is considered important with
     respect to the investment. Each Fund will restrict its securities lending
     to 33 1/3% of its total assets.
 
     2. Under "MANAGEMENT OF BB&T MUTUAL FUNDS GROUP" on page 46, a new
provision is added as follows:
 
          Portfolio Brokerage. When placing orders for the Group's securities
     transactions, BB&T or a Fund's respective sub-adviser will use its judgment
     to obtain best price and execution. The full range and quality of brokerage
     services available are considered in making these determinations. BB&T or a
     Fund's respective sub-adviser may use a qualified affiliated broker or
     dealer of BB&T to execute the Group's transactions when it reasonably
     believes that commissions (or prices) charged and transaction quality will
     be at least comparable to those available from other qualified brokers or
     dealers.
 
INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE PROSPECTUS FOR
FUTURE REFERENCE.
<PAGE>   4
 
                            BB&T MUTUAL FUNDS GROUP
 
                               MONEY MARKET FUNDS
                                 CLASS A SHARES
                               TRUST CLASS SHARES
 
                         Supplement dated June 22, 1998
                      to Prospectus dated February 1, 1998
 
     Capital terms not defined in this Supplement have the meaning assigned to
them in the Prospectus.
 
     1. Under "HOW TO PURCHASE AND REDEEM SHARES" -- "AUTO INVEST PLAN" on page
15, the third and fourth sentences are deleted in their entirety and replaced as
follows:
 
          The required minimum initial investment when opening an account using
     the Auto Invest Plan is $25 per Fund; the minimum amount for subsequent
     automatic investments in a Fund is $25. To participate in the Auto Invest
     Plan, Shareholders should complete the appropriate section of the Account
     Registration Form or supplemental sign-up from that can be acquired by
     calling the Distributor and attach a voided check and (for new Shareholders
     only) send a check for the initial $25 Fund Share purchase.
 
     2. On page 12 under "SECURITIES LENDING" the section is deleted and
replaced in its entirety as follows:
 
          In order to generate additional income, each Money Market Fund may,
     from time to time, lend its portfolio securities to broker-dealers, banks
     or institutional borrowers of securities which BB&T and/or a Fund's
     sub-adviser has determined are creditworthy under guidelines established by
     the Group's Board of Trustees. The Group will employ one or more securities
     lending agents to initiate and effect securities lending transactions for
     the Group. While the lending of securities may subject a Money Market Fund
     to certain risks, such as delays or the inability to regain the securities
     in the event the borrower was to default on its lending agreement or enter
     into bankruptcy, a Money Market Fund will lend only on a fully
     collateralized basis in order to reduce such risk. During the time
     portfolio securities are on loan, the Money Market Fund is entitled to
     receive any dividends or interest paid on such securities. Additionally,
     cash collateral received will be invested on behalf of the Money Market
     Fund exclusively in money market instruments. While a Money Market Fund
     will not have the right to vote securities on loan, each Money Market Fund
     intends to terminate the loan and regain the right to vote if that is
     considered important with respect to the investment. Each Money Market Fund
     will restrict its securities lending to 33 1/3% of its total assets.
 
INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE PROSPECTUS FOR FUTURE
REFERENCE.
<PAGE>   5
 
                            BB&T MUTUAL FUNDS GROUP
                           SMALL COMPANY GROWTH FUND
                                  TRUST SHARES
 
                         Supplement dated June 22, 1998
                      to Prospectus dated February 1, 1998
 
     Capital terms not defined in this Supplement have the meaning assigned to
them in the Prospectus.
 
     1. On page 12 under "OTHER INVESTMENT PRACTICES" the first paragraph
regarding the Group's securities lending policy is deleted and replaced in its
entirety as follows:
 
          In order to generate additional income, the Fund may, from time to
     time, lend its portfolio securities to broker-dealers, banks or
     institutional borrowers of securities which BB&T and/or the Fund's
     sub-adviser has determined are creditworthy under guidelines established by
     the Group's Board of Trustees. The Group will employ one or more securities
     lending agents to initiate and effect securities lending transactions for
     the Group. While the lending of securities may subject the Fund to certain
     risks, such as delays or the inability to regain the securities in the
     event the borrower was to default on its lending agreement or enter into
     bankruptcy, the Fund will lend only on a fully collateralized basis in
     order to reduce such risk. During the time portfolio securities are on
     loan, the Fund is entitled to receive any dividends or interest paid on
     such securities. Additionally, cash collateral received will be invested on
     behalf of the Fund exclusively in money market instruments. While the Fund
     will not have the right to vote securities on loan, the Fund intend to
     terminate the loan and regain the right to vote if that is considered
     important with respect to the investment. The Fund will restrict its
     securities lending to 33 1/3% of its total assets.
 
     2. Under "MANAGEMENT OF BB&T MUTUAL FUNDS GROUP" on page 21, a new
provision is added as follows:
 
          PORTFOLIO BROKERAGE.  When placing orders for the Group's securities
     transactions, BB&T or the Fund's sub-adviser will use its judgment to
     obtain best price and execution. The full range and quality of brokerage
     services available are considered in making these determinations. BB&T or
     the Fund's sub-adviser may use a qualified affiliated broker or dealer of
     BB&T to execute the Group's transactions when it reasonably believes that
     commissions (or prices) charged and transaction quality will be at least
     comparable to those available from other qualified brokers or dealers.
 
INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE PROSPECTUS FOR FUTURE
REFERENCE.
<PAGE>   6
                            BB&T MUTUAL FUNDS GROUP
 
                       Supplement dated June 22, 1998 to
                   Statement of Additional Information dated
                                February 1, 1998
 
     Capital terms not defined in this Supplement have the meaning assigned to
them in the Prospectus.
 
     The third paragraph on page B-46 of the Statement of Additional Information
is deleted in its entirety and is replaced with the following:
 
          To the extent permitted by applicable rules and regulations, either
     BB&T or the Sub-Advisers may execute portfolio transactions on behalf of
     the Funds through an affiliate of BB&T. As required by Rule 17e-1 under the
     Investment Company Act of 1940, the Funds have adopted procedures which
     provide that commissions paid to such affiliate must be fair and reasonable
     compared to the commission, fees or other remuneration paid to other
     brokers in connection with comparable transactions. The procedures also
     provide that the Board will review reports of such affiliated brokerage
     transactions in connection with the foregoing standard.
 
     On page B-51, the following section is added:
 
          SECURITIES LENDING AGENT
 
          The Group has retained Cantor Fitzgerald & Co. ("Cantor Fitzgerald")
     as its securities lending agent and will compensate that firm based on a
     percentage of the profitability generated by securities lending
     transactions effected on the Group's behalf. Cantor Fitzgerald has employed
     BISYS to provide certain administrative services relating to securities
     lending transactions entered into on behalf of the Group. Cantor
     Fitzgerald, rather than the Group, will compensate BISYS for those
     services.
 
INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH THE STATEMENT OF ADDITIONAL
INFORMATION PROSPECTUS FOR FUTURE REFERENCE.


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