<PAGE> 1
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 Section 240.14a-11(c) or
Section 40.14a-12
BB&T Funds
3435 Stelzer Road
Columbus, OH 43219
------------------------------------------------
(Name of Registrant as Specified in its Charter)
Alan G. Priest, Esq.
Ropes & Gray
1301 K Street, N.W., Suite 800 East
Washington, D.C. 20005
------------------------------------------
(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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Notes:
<PAGE> 2
IMPORTANT SHAREHOLDER INFORMATION
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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, it tells 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. Voting your proxy, and doing so
promptly, ensures that the Funds will not need to conduct 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.
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(Front Cover of Proxy Package)
<PAGE> 3
BB&T FUNDS
Notice of Special Meeting of Shareholders of
BB&T Funds
to be held January 14, 2000
A Special Meeting of the shareholders of the BB&T Funds (the "Trust"),
will be held at 10:00 a.m., Eastern time, at the offices of BB&T Funds, at 3435
Stelzer Road, Columbus, OH 43219 on January 14, 2000 for the following purposes:
The Board of Trustees has fixed November 8, 1999 as the record date for
determination of shareholders entitled to vote at this Special Meeting.
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VOTES FUNDS VOTING
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1. To elect the Board of Trustees of BB&T All Funds
Funds.
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2. To ratify the selection of independent All Funds
accountants.
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3. To consider eliminating the Fund's Small Company Growth Fund
fundamental investment policy regarding
investment in companies with market
capitalization under $1 billion.
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4. To transact such other business as may All Funds
properly come before the meeting or any
adjournment thereof.
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By Order of the Trustees,
Preston Loftin
Secretary
BB&T Funds
NOVEMBER 22, 1999
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED. A SELF-
ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
<PAGE> 4
To BB&T Funds Shareholders:
The purpose of this proxy is to announce that a Special Meeting of Shareholders
(the "Meeting") for BB&T Funds (the "Trust") has been scheduled for January 14,
2000. The purpose of this Meeting is to submit to the Shareholders for a vote
important matters regarding the management of the Trust.
While you are, of course, welcome to join us at the Meeting, most Shareholders
cast their votes by filling out and signing the enclosed proxy card. 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 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,
/s/ Walter B. Grimm
- -------------------
Walter B. Grimm
Chairman
BB&T Funds
PLEASE SIGN AND RETURN THE ENCLOSED PROXY BALLOT CARD
YOUR VOTE IS VERY IMPORTANT
<PAGE> 5
BB&T FUNDS
Q. WHY ARE WE ELECTING MEMBERS OF THE BOARD OF TRUSTEES
NOW?
A. Under the Investment Company Act of 1940 (the "1940 Act"), the Board of
Trustees may fill vacancies on the Board of Trustees or appoint new
trustees only if, immediately thereafter, at least two-thirds of the
trustees will have been elected by shareholders. Currently, two of the
BB&T Fund's six trustees have not been elected by shareholders.
Under the 1940 Act, the Trust is also required to call a meeting of
shareholders promptly to elect trustees if at any time less than a
majority of the trustees have been elected by shareholders. By holding
a meeting to elect trustees at this time, BB&T Funds may be able to
delay the time at which another shareholder meeting is required for the
election of trustees, which will result in a savings of the costs
associated with holding such a meeting.
Q. WHY IS THE BOARD OF TRUSTEES PROPOSING TO ELIMINATE THE
FUNDAMENTAL INVESTMENT POLICY OF THE BB&T SMALL COMPANY
GROWTH FUND?
A. After reviewing this restriction in light of the recent growth of the
stock market, the Board of Trustees has determined that this
restriction should be eliminated and replaced with a more flexible
non-fundamental policy. Since the inception of the Fund, the stock
market has appreciated greatly. Consequently, companies that are
characterized as small have also grown. The threshold amount contained
in the fundamental investment policy of the Fund no longer accurately
reflects the market perception of what constitutes a small company.
The Board therefore is proposing to make the market capitalization
threshold used to define small companies non-fundamental, thereby
permitting the board of Trustees, without shareholder approval, to
adjust the threshold from time to time in the future as necessary to
reflect market trends. At the same time, the Board of Trustees is
proposing to increase the market capitalization threshold presently
used to define small companies. The Board believes future flexibility
associated with this proposed change will enhance the ability of the
Fund to achieve its objective in varying market environments.
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
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<PAGE> 6
the Fund as of November 8, 1999. 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" all
of the items on the enclosed proxy ballot. 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
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<PAGE> 7
PROXY STATEMENT
---------------
The enclosed proxy is solicited on behalf of the Board of Trustees (the
"Trustees") of the BB&T Funds with respect to the BB&T Prime Money Market Fund,
BB&T U.S. Treasury Money Market Fund, BB&T Growth and Income Stock Fund, BB&T
Balanced Fund, BB&T Large Company Growth Fund, BB&T Small Company Growth Fund,
BB&T International Equity Fund, BB&T Short-Intermediate U.S. Government Income
Fund, BB&T Intermediate U.S. Government Bond Fund, BB&T North Carolina
Intermediate Tax-Free Bond Fund, BB&T South Carolina Intermediate Tax-Free Bond
Fund, BB&T Virginia Intermediate Tax-Free Bond Fund, BB&T Capital Manager
Conservative Growth Fund, BB&T Capital Manager Moderate Growth Fund, and BB&T
Capital Manager Growth Fund (the "Funds"). The Funds are all the currently
operational portfolios of BB&T Funds. The proxy is revocable at any time before
it is voted by sending written notice of the revocation to the trustees or by
appearing personally at the January 14, 2000 special meeting of shareholders of
the trust (the "Special Meeting").
Only shareholders of record at the close of business on November 8,
1999 will be entitled to vote at the Special Meeting. The table below shows the
number of shares outstanding at that date. Each Share being entitled to one
vote, and each fractional Share being entitled to a proportionate fractional
vote. Shareholders will vote on the proposal to amend the Fund objective and on
any other business as may properly come before the Special Meeting.
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BB&T GROUP FUND SHARES
OUTSTANDING
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BB&T Prime Money Market Fund
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BB&T U.S. Treasury Money Market Fund
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BB&T Growth and Income Stock Fund
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BB&T Balanced Fund
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BB&T Large Company Growth Fund
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BB&T Small Company Growth Fund
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BB&T International Equity Fund
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BB&T Short-Intermediate U.S. Government Income Fund
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BB&T Intermediate U.S. Government Bond Fund
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BB&T North Carolina Intermediate Tax-Free Bond Fund
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BB&T South Carolina Intermediate Tax-Free Bond Fund
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BB&T Virginia Intermediate Tax-Free Bond Fund
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<PAGE> 8
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BB&T Capital Manager Conservative Growth Fund
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BB&T Capital Manager Moderate Growth Fund
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BB&T Capital Manager Growth Fund
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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 (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.
BB&T Funds' Declaration of Trust and By-laws do not provide for annual
shareholder meetings, and no such meetings are planned for 2000. 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 materials for such meeting.
The Funds' executive offices are located at 3435 Stelzer Road,
Columbus, Ohio, 43219. This proxy statement and the enclosed notice of meeting
and proxy card are first being mailed on or about November 22, 1999.
A copy of the Funds' Annual Report dated September 30, 1999, and
Semi-Annual Report dated March 31, 1999, is available upon request and may be
obtained by calling 1-800- 228-1872.
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<PAGE> 9
PROPOSAL 1
ELECTION OF THE TRUSTEES
Proposal 1 concerns the election of the BB&T Funds' Board of Trustees.
All six of the presently serving members of the Board of Trustees are standing
for election as Trustees at the Special Meeting. It is the intention of the
persons named in the enclosed proxy to vote the shares represented by the proxy
for the election of these six individuals unless otherwise specified by a
shareholder on the proxy. Should any of them become unable or unwilling to
accept nomination or election, the persons named in the proxy will exercise
their voting power in favor of such other person or persons as the Board of
Trustees may recommend.
The Board of Trustees oversees the management and administration of the
Funds. The Trustees are responsible for making major decisions about each Fund's
investment objectives and policies, but delegate the day-to-day administration
of the Fund to the officers of the trust. The Trustees, in turn, elect the
officers of the Funds. The nominees for Trustees of BB&T Funds, their current
addresses, and principal occupations during the past five years are as follows:
<TABLE>
<CAPTION>
POSITION(S) HELD PRINCIPAL OCCUPATION
NAME AND ADDRESS WITH THE BB&T FUNDS DURING THE PAST 5 YEARS
- ---------------- ------------------- -----------------------
<S> <C> <C>
*Walter B. Grimm Chairman of the Board, Trustee From June 1992 to present,
3435 Stelzer Road and President employee of BISYS Fund
Columbus, OH 43219 Services.
Age: 54
William E. Graham, Jr. Trustee From January 1994 to present,
1 Hannover Square Counsel, Hunton & Williams;
Fayetteville Street Mall from 1985 to December, 1993,
P.O. Box 109 Vice Chairman, Carolina
Raleigh, NC 27602 Power & Light Company.
Age: 70
Thomas W. Lambeth Trustee From 1978 to present,
101 Reynolda Village Executive Director, Z. Smith
Winston-Salem, NC 27106 Reynolds Foundation.
Age: 65
*W. Ray Long Trustee Retired; Executive Vice
605 Blenheim Drive President, Branch Banking and
Raleigh, NC 27612 Trust Company prior to August
Age: 65 1998.
</TABLE>
-6-
<PAGE> 10
<TABLE>
<CAPTION>
POSITION(S) HELD PRINCIPAL OCCUPATION
NAME AND ADDRESS WITH THE BB&T FUNDS DURING THE PAST 5 YEARS
- ---------------- ------------------- -----------------------
<S> <C> <C>
Robert W. Stewart Trustee Retired; Chairman and Chief
201 Huntington Road Executive Officer of
Greenville, SC 29615 Engineered Custom Plastics
Age: 67 Corporation from 1969 to
1990.
*Raymond K. McCulloch Trustee Executive Vice President,
434 Fayetteville Street Mall Branch Banking and Trust
29th Floor Company since August 1998;
Raleigh, NC 27601 employee of Branch Banking
Age: 43 and Trust Company since 1989.
</TABLE>
* Indicates an "interested person" of BB&T Funds as defined in the 1940
Act.
The Trustees meet at least four times a year. During the most recent
fiscal year, the Trustees hold four regular meetings and no special meetings.
The Trustees attended all of the Board meetings. The Trustees receive fees and
expenses for each meeting of the Board of Trustees attended. The Compensation
Table below sets forth the total compensation to the Trustees from BB&T Funds
for the fiscal year ended September 30, 1999.
<TABLE>
<CAPTION>
Aggregate Pension or Estimated Total
Compensation Retirement Benefits Annual Compensation
Name of Person, from the Accrued As Part Benefits Upon from the BB&T Funds
Position BB&T Funds of Fund Expenses Retirement Paid to Trustee
- ---------------- ------------ ----------------- ------------- --------------------
<S> <C> <C> <C> <C>
Walter B. Grimm None None None None
Chairman of the Board
W. Ray Long None None None None
Trustee
William E. Graham $9,000 None None $9,000
Trustee
Thomas W. Lambeth $9,000 None None $9,000
Trustee
Robert W. Stewart $9,000 None None $9,000
Trustee
Raymond McCulloch None None None None
Trustee
</TABLE>
-7-
<PAGE> 11
The principle executive officers of BB&T Funds are all officers or
employees of BISYS Fund Services, Inc. ("BISYS"). BISYS is BB&T Funds'
administrator. The officers of the BB&T Funds receive no compensation directly
from BB&T Funds for performing the duties of their offices. BISYS Fund Services,
Inc. 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. The officers of each
Fund of BB&T Funds, their current addresses, and principal occupations during
the past five years are as follows (if no address is listed, the address is 3435
Stelzer Road, Columbus, Ohio 43219):
<TABLE>
<CAPTION>
Position(s) Held Principal Occupation
Name and Address With the BB&T Funds During the Past 5 Years
- ---------------- ------------------- -----------------------
<S> <C> <C>
Walter B. Grimm Chairman of the Board, From June 1992 to present, employee of
Age: 54 Trustee and President BISYS Fund Services.
Preston Loftin Secretary From April 1995 to present, employee
Age: 53 of BISYS Fund Services; from May 1992 to
April 1995, employee of Concorde
Financial.
Gary Tenkman Treasurer From April 1998 to present, Director,
Age: 29 Financial Services, BISYS Fund Services;
from 1990 to March 1998, Audit Manager,
Ernst & Young LLP.
Bob Tuch Assistant Secretary From June 1991 to present, employee of
Age: 48 BISYS Fund Services.
Alaina V. Metz Assistant Secretary From June 1995 to present, employee,
Age: 32 BISYS Fund Services; from May 1989 -
June 1995, Supervisor, Mutual Fund
Legal Department, Alliance Capital
Management.
</TABLE>
The Trustees and Officers of BB&T Funds own less than 1% of the
outstanding shares of BB&T Funds.
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
BB&T Funds as a whole must approve Proposal 1. This means that approval
of Proposal 1 requires the affirmative vote of : (a) 67% or more of the Shares
of BB&T Funds as a whole 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 BB&T Funds as a whole, whichever is
less.
-8-
<PAGE> 12
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF
ALL NOMINEES FOR ELECTION TO THE BOARD OF TRUSTEES OF THE FUND.
PROPOSAL 2
SELECTION OF INDEPENDENT ACCOUNTANTS
At a meeting held on November 5, 1999, the Trustees, including the
Trustees who are not "interested persons" as defined in the 1940 Act,
unanimously approved the selection of KPMG LLP as the independent accountants
for the fiscal year ending September 30, 2000.
The firm of KPMG LLP has extensive experience in investment company
accounting and auditing and has served as independent accountants to BB&T Funds
since its inception. The financial statements included in BB&T Funds' Annual
Report have been examined by KPMG LLP. It is not expected that a representative
of KPMG LLP will be present at the meeting.
KPMG LLP and its members do not have any direct or indirect material
financial interest in or connection with BB&T Funds in any capacity other than
as independent accountants.
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
BB&T Funds as a whole must approve Proposal 2. This means that approval
of Proposal 2 requires the affirmative vote of : (a) 67% or more of the Shares
of BB&T Funds as a whole 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 BB&T Funds as a whole, whichever is
less.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE
"FOR" THE SELECTION OF KPMG LLP.
PROPOSAL 3
PROPOSED ELIMINATION OF THE FUNDAMENTAL INVESTMENT POLICY
REGARDING INVESTMENT IN COMPANIES WITH A MARKET
CAPITALIZATION UNDER $1 BILLION.
CURRENT FUNDAMENTAL INVESTMENT POLICY
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<PAGE> 13
"[A]s a matter of fundamental policy, at least 65% of the Fund's total
assets will be invested in small companies with a market capitalization under $1
billion at the time of purchase."
ANALYSIS OF PROPOSED CHANGE
In recent years, stock prices have appreciated significantly and,
consequently, the size of smaller companies has increased as well. However,
because the market capitalization threshold used by the Small Company Growth
Fund to define small companies is fundamental, the Fund has been unable to
increase the average size of the companies in which it invests. As a result, the
average size of the companies in which the Fund invests has declined relative to
the overall market, and has exposed the Fund to increased price volatility as
compared to the market generally. This development has affected the Fund's
performance relative to its peers, which have increased the level of market
capitalizations of companies in which they invest to correspond to the market
appreciation of stocks generally.
In order to provide more flexibility for the Small Company Growth Fund
to respond to such market changes in the future, the Board of Trustees is
proposing to eliminate the market capitalization threshold as a fundamental
investment policy of the Fund. At the same time, the Board of Trustees proposes
to establish a non-fundamental investment policy for the Fund which will define
small companies to mean those with market capitalizations of less than $2
billion, as compared to the current threshold of $1 billion. Because the policy
would be non- fundamental, the Board of Trustees could adjust this threshold in
the future as it deems necessary in response to market trends, without
shareholder approval. The Board of Trustees believes the flexibility associated
with this proposed change will enhance the ability of the investment manager to
achieve the Fund's investment objective.
REQUIRED VOTE AND BOARD OF TRUSTEES' RECOMMENDATION
After due deliberation, on November 5, 1999, the Trustees unanimously
approved the elimination of the Small Company Growth Fund's fundamental
investment policy and resolved that the proper time had come to present the
issue to the shareholders. The Board of Trustees has considered the relevant
factors and believes that Proposal 3 will increase investment management
flexibility and is in the best interests of the Fund and its shareholders. With
respect to the Small Company Growth Fund, approval of Proposal 3 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 the Fund, whichever is less. If Proposal 3 is disapproved, the current
investment policy will remain fundamental.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELIMINATION OF
THE FUND'S FUNDAMENTAL INVESTMENT POLICY.
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<PAGE> 14
PROPOSAL 4
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 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.
In the event that a shareholder signs and returns the proxy card, but
does not indicate a choice on the proxy card, the proxy attorneys will vote
those shares in favor of the proposal to amend the investment objective.
Proxy solicitations will be made primarily by mail, but may also be
made by telephone, telegraph, fax or personal interview conducted by certain
officers or employees of BB&T Funds or BB&T Funds' service providers or, if
necessary, a commercial firm retained for this purpose. The cost of preparing
and mailing the notice of meeting, the proxy card, this proxy statement and any
additional proxy material will be borne by the Fund. Brokerage firms and others
will be reimbursed for their expenses in forwarding solicitation materials to
the beneficial owners of Shares of the Funds.
The Investment Adviser for each of the Funds is Branch Bank and Trust
Company, Raleigh, North Carolina.
The Investment Sub-Advisor for the Small Company Growth Fund is
BlackRock Financial Management, Inc., Philadelphia, Pennsylvania. The Investment
Sub-Adviser for the
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<PAGE> 15
International Equity Fund is BlackRock International Ltd., Edinburgh, Scotland.
The Investment Sub-Advisor for the Prime Money Market Fund and the Tax-Free
Money Market Funds is BlackRock Institutional Management Corporation,
Philadelphia, Pennsylvania.
The Funds' principal distributor is BISYS Fund Services, LP, an Ohio
Limited Partnership and subsidiary of The BISYS Group, Inc.
The Funds' principal administrator is BISYS Fund Services, LP, 3435
Stelzer Road, Columbus, Ohio.
As of November 8, 1999, BB&T Funds believe that BB&T and its bank
affiliates were the Shareholders of record of __% 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.
The following list indicates the beneficial ownership of the
shareholders who, to the best knowledge of BB&T Funds, were the owners of 5% or
more of the outstanding Shares of the Funds as of November 8, 1999:
PERCENTAGE OF
NAME AND ADDRESS OWNERSHIP
- ---------------- ---------
The following list indicates the ownership of record of the
shareholders who, to the best knowledge of BB&T Funds, were the owners of 5% or
more of the outstanding Shares of the Capital Growth Fund as of November 8,
1999:
PERCENTAGE OF
NAME AND ADDRESS OWNERSHIP
- ---------------- ---------
As of November 8, 1999, the Officers and Trustees of the Fund owned
less than 1% of the Fund's outstanding Shares.
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.
NOVEMBER 22, 1999
-12-
<PAGE> 16
BB&T FUNDS
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS, JANUARY 14, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF BB&T FUNDS.
The undersigned hereby appoints _______________________, and each of them with
full power of substitution as proxy of the undersigned, and hereby authorizes
them to represent and to vote, as designated below, at the Special Meeting of
Shareholders of BB&T Funds on Friday, January 14, 1999 at 10:00 a.m., Eastern
time, and at any adjournments thereof, all of the shares of the Fund which the
undersigned would be entitled to vote if personally present.
1. Election of the Board of Trustees of BB&T Funds as set forth below. If
you wish to withhold authority to vote for all the nominees as group,
or any individual nominee, please mark the box labeled "Abstain"
opposite the nominees name. IF YOU MARK YOUR BALLOT IN SUCH A WAY THAT
YOU DO NOT WITHHOLD AUTHORITY TO VOTE FOR A NOMINEE, YOU WILL BE DEEMED
TO HAVE VOTED IN FAVOR OF THE NOMINEE.
All of the nominees FOR AGAINST ABSTAIN
as a group ( ) ( ) ( )
Walter B. Grimm FOR AGAINST ABSTAIN
( ) ( ) ( )
William E. Graham, Jr. FOR AGAINST ABSTAIN
( ) ( ) ( )
Thomas W. Lambeth FOR AGAINST ABSTAIN
( ) ( ) ( )
W. Ray Long FOR AGAINST ABSTAIN
( ) ( ) ( )
Robert W. Stewart FOR AGAINST ABSTAIN
( ) ( ) ( )
Raymond K. McCulloch FOR AGAINST ABSTAIN
( ) ( ) ( )
2. Ratification of the selection of KPMG LLP is the independent
accountants for BB&T Funds.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Approval of the elimination of the Small Company Growth Fund's
fundamental investment policy regarding investment in companies with
market capitalization under $1 billion. (Small Company Growth Fund
only)
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. To transact any other business as may properly come before the meeting
or any adjournment thereof.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS (1), (2) AND (3) AND TO AUTHORIZE THE PROXIES, IN THEIR
DISCRETION, TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING. THE TRUSTEES RECOMMEND A VOTE FOR ITEMS (1), (2), (3) AND (4).
<PAGE> 17
NOTE: Please sign exactly as the name appears on this card. EACH joint owner
should sign. When signing as executor, administrator, attorney, trustee or
guardian, or as custodian for a minor, please give the full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.
Please be sure to sign and date this Proxy.
----------------------------------------
Signature of Shareholder(s)
----------------------------------------
Signature of Shareholder(s)
Dated:______________, 1999
PLEASE EXECUTE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
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