A Special Meeting of the Shareholders of the BB&T Funds
the "Trust") was held on January 14, 2000.
Proposal #1 included the election of Trustees. Walter B.
Grimm, William E. Graham, Jr., Thomas W. Lambeth, W. Ray
Long, Robert W. Stewart, and Raymond K. McCulloch
were elected as trustees of the Trust. Walter B. Grimm
received 432,515,413 votes for, 0 against, and 989,602
abstained. William E. Graham, Jr. received 432,511,602
votes for, 0 against, and 993,413 abstained. Thomas W.
Lambeth received 432,516,207 votes for, 0 against, and
988,808 abstained. W. Ray Long received 432,510,992 votes
for, 0 against, and 994,023 abstained. Robert W. Stewart
received 432,516,207 votes for, 0 against, and 988,808
abstained. Finally, Raymond K. McCulloch received 432,
511,714 votes for, 0 against, and 993,301 abstained.
Proposal #2 was to ratify the selection of independent
accountants. The selection of KPMG LLP as independent
accountants was ratified with 430,884,528 votes for, 980,
311 votes against, and 1,640,178 votes abstained.
Proposal #3 was to consider eliminating the Small Company
Growth Fund's fundamental investment policy regarding
investment in companies with market capitalization under
$1 billion. The elimination of the Small Company Growth
Fund's fundamental investment policy regarding investment
in companies with market capitalization under $1 billion
of proposal was approved with 2,715,267 votes for, 15,025
against, and 174,990 abstained (including broker non-votes).
