def14a
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Check the appropriate box: |
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o Preliminary Proxy Statement
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o Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2)) |
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þ Definitive Proxy Statement |
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o Definitive Additional Materials |
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o Soliciting Material Under Rule 14a-12 |
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BB&T VARIABLE INSURANCE FUNDS
434 Fayetteville Street Mall, 5th Floor
Raleigh, North Carolina 27601
(Name of Registrant as Specified in its Charter)
Alan G. Priest, Esq.
Ropes & Gray LLP
One Metro Center
700 12th Street NW, Suite 900
Washington, D.C. 20005
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: N/A |
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Aggregate number of securities to which transaction applies: N/A |
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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 |
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Proposed maximum aggregate value of transaction: N/A |
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Total fee paid: N/A |
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Fee paid previously with preliminary materials: |
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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. |
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Amount previously paid: N/A |
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Form, Schedule or Registration Statement No.: N/A |
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Filing Party: N/A |
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Date Filed: N/A |
Notes:
IMPORTANT SHAREHOLDER INFORMATION
BB&T FUNDS
Stock Funds
BB&T Select Equity Fund
BB&T Mid Cap Value Fund
Sterling Capital Small Cap Value Fund
BB&T International Equity Fund
BB&T Special Opportunities Equity Fund
BB&T Equity Income Fund
BB&T Equity Index Fund
Bond Funds
Taxable Bond Funds
BB&T Short U.S. Government Fund
BB&T Intermediate U.S. Government Fund
BB&T Total Return Bond Fund
Tax-Free Bond Funds
BB&T Kentucky Intermediate Tax-Free Fund
BB&T Maryland Intermediate Tax-Free Fund
BB&T North Carolina Intermediate Tax-Free Fund
BB&T South Carolina Intermediate Tax-Free Fund
BB&T Virginia Intermediate Tax-Free Fund
BB&T West Virginia Intermediate Tax-Free Fund
Money Market Funds
BB&T National Tax-Free Money Market Fund
BB&T Prime Money Market Fund
BB&T U.S. Treasury Money Market Fund
Funds of Funds
BB&T Capital Manager Conservative Growth Fund
BB&T Capital Manager Moderate Growth Fund
BB&T Capital Manager Growth Fund
BB&T Capital Manager Equity Fund
BB&T VARIABLE INSURANCE FUNDS
BB&T Capital Manager Equity VIF
BB&T Select Equity VIF
BB&T Special Opportunities Equity VIF
BB&T Total Return Bond VIF
(each, a Fund and, collectively, the Funds)
This document contains a proxy statement and proxy card. A proxy card is, in
essence, a ballot. When you vote your proxy, you tell us how to vote on your
behalf on an important issue relating to the Funds. If you
complete and sign
the proxy (or vote by telephone or Internet), we will vote it exactly as you
tell us. If you
simply sign the proxy without specifying a vote, your shares
will be voted in accordance with the recommendations of the Boards of Trustees
of the Funds.
We urge you to take the time to read the proxy statement and to provide your
instructions by using any of the methods shown on your proxy card. Voting your
proxy, and doing so promptly, will help enable the Funds to avoid additional
expenses that could be incurred if the Funds are required to make follow-up
solicitations because shareholders do not return their proxies in sufficient
numbers.
Please take a few moments to exercise your right to vote. Thank you.
1
Dear Shareholder,
A special meeting (the Special Meeting) of shareholders (Shareholders) of BB&T Funds and BB&T
Variable Insurance Funds (the Trusts) has been scheduled for August 27, 2010.
As described in the attached Notice and Proxy Statement, you are being asked to approve an
Investment Advisory Agreement between each of the Trusts, on behalf of each series thereof, and
Sterling Capital Management LLC (Sterling) and Investment Sub-Advisory Agreements between
Sterling and each of Scott & Stringfellow, LLC (with respect to BB&T Equity Income Fund, BB&T
Special Opportunities Equity Fund, and BB&T Special Opportunities Equity VIF), Artio Global
Management LLC (with respect to BB&T International Equity Fund), and Federated Investment
Management Company (with respect to BB&T National Tax-Free Money Market Fund and BB&T Prime Money
Market Fund).
While you are, of course, welcome to join us at the Special Meeting, most Shareholders vote by
filling out and signing the enclosed proxy card (or by telephone or the Internet). In order to
conduct the Special Meeting, a majority of shares of the Funds must be represented either in person
or by proxy.
We urge you to vote your proxy promptly. A postage-paid envelope is enclosed for this purpose.
Whether or not you plan to be present at the Special Meeting, we need your vote. To have your vote
count, you must provide your instructions using any of the methods shown on your proxy card.
We encourage you to read the enclosed proxy statement thoroughly. In addition, we have included a
list of some commonly asked questions and the answers to those questions. If you have any
additional questions, please call your account administrator, investment representative, or the
Trusts directly at 1-800-228-1872.
We look forward to receiving your proxy card so that your shares may be voted at the Special
Meeting.
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Sincerely,
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/s/ E.G. Purcell, III
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E.G. Purcell, III |
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President BB&T Funds BB&T Variable Insurance Funds |
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PLEASE SIGN AND RETURN THE ENCLOSED PROXY BALLOT CARD
(OR VOTE BY TELEPHONE OR THE INTERNET)
YOUR VOTE IS VERY IMPORTANT
2
BB&T FUNDS
Stock Funds
BB&T Select Equity Fund
BB&T Mid Cap Value Fund
Sterling Capital Small Cap Value Fund
BB&T International Equity Fund
BB&T Special Opportunities Equity Fund
BB&T Equity Income Fund
BB&T Equity Index Fund
Bond Funds
Taxable Bond Funds
BB&T Short U.S. Government Fund
BB&T Intermediate U.S. Government Fund
BB&T Total Return Bond Fund
Tax-Free Bond Funds
BB&T Kentucky Intermediate Tax-Free Fund
BB&T Maryland Intermediate Tax-Free Fund
BB&T North Carolina Intermediate Tax-Free Fund
BB&T South Carolina Intermediate Tax-Free Fund
BB&T Virginia Intermediate Tax-Free Fund
BB&T West Virginia Intermediate Tax-Free Fund
Money Market Funds
BB&T National Tax-Free Money Market Fund
BB&T Prime Money Market Fund
BB&T U.S. Treasury Money Market Fund
Funds of Funds
BB&T Capital Manager Conservative Growth Fund
BB&T Capital Manager Moderate Growth Fund
BB&T Capital Manager Growth Fund
BB&T Capital Manager Equity Fund
BB&T VARIABLE INSURANCE FUNDS
BB&T Capital Manager Equity VIF
BB&T Select Equity VIF
BB&T Special Opportunities Equity VIF
BB&T Total Return Bond VIF
(each, a Fund and, collectively, the Funds)
3
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 27, 2010
Notice is hereby given that a special meeting (the Special Meeting) of shareholders
(Shareholders) of BB&T Funds and BB&T Variable Insurance Funds (each, a Trust and,
together, the Trusts), will be held at 10:00 a.m. Eastern time on August 27, 2010, in the Board
Room of BNY Mellon Investment Servicing (US) Inc. at 4400 Computer Drive, Westborough,
Massachusetts 01581, for the following purposes:
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To approve an Investment Advisory Agreement between each Trust, on behalf of
each series thereof, and Sterling Capital Management LLC (Sterling); |
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To approve Investment Sub-Advisory Agreements between Sterling and Scott & Stringfellow,
LLC with respect to BB&T Equity Income Fund, BB&T Special Opportunities Equity Fund, and
BB&T Special Opportunities Equity VIF; |
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To approve an Investment Sub-Advisory Agreement between Sterling and Artio Global
Management LLC with respect to BB&T International Equity Fund; |
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To approve an Investment Sub-Advisory Agreement between Sterling and Federated Investment
Management Company with respect to BB&T National Tax-Free Money Market Fund and BB&T Prime Money
Market Fund; and |
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To transact such other business as may properly come before the Special Meeting or any
adjournment thereof. |
The proposals referred to above are discussed in the proxy statement attached to this Notice. Each
Shareholder is invited to attend the Special Meeting in person. If you wish to attend the Special
Meeting in person, please call 1-800-228-1872 for instructions.
Shareholders of record at the close of business on June 25, 2010 are entitled to notice of, and to
vote at, this Special Meeting or any adjournment thereof.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD ON AUGUST 27, 2010.
You may obtain a copy of this proxy statement, the accompanying Notice of Special Meeting of
Shareholders and related soliciting material without charge by
visiting www.proxyvote.com
(for BB&T Funds) or www.proxyweb.com (for BB&T Variable Insurance Funds), as indicated on
your Voting Instruction Card.
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By Order of the Trustees
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/s/ E.G. Purcell, III
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E.G. Purcell, III |
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Secretary BB&T Funds BB&T Variable Insurance Funds |
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July 27, 2010
SHAREHOLDERS ARE REQUESTED TO PROMPTLY VOTE BY TELEPHONE OR THE
INTERNET OR TO EXECUTE AND RETURN IN THE ENCLOSED ENVELOPE THE
ACCOMPANYING PROXY CARD WHICH IS BEING SOLICITED BY THE TRUSTS
BOARDS OF TRUSTEES. THIS IS IMPORTANT TO ENSURE A QUORUM AT THE
SPECIAL MEETING.
PROXIES MAY BE REVOKED AT ANY TIME BEFORE THEY ARE EXERCISED BY
SUBMITTING TO THE TRUSTS A WRITTEN NOTICE OF REVOCATION OR A
SUBSEQUENTLY EXECUTED PROXY OR BY ATTENDING THE SPECIAL MEETING
AND VOTING IN PERSON.
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BB&T FUNDS
Stock Funds
BB&T Select Equity Fund
BB&T Mid Cap Value Fund
Sterling Capital Small Cap Value Fund
BB&T International Equity Fund
BB&T Special Opportunities Equity Fund
BB&T Equity Income Fund
BB&T Equity Index Fund
Bond Funds
Taxable Bond Funds
BB&T Short U.S. Government Fund
BB&T Intermediate U.S. Government Fund
BB&T Total Return Bond Fund
Tax-Free Bond Funds
BB&T Kentucky Intermediate Tax-Free Fund
BB&T Maryland Intermediate Tax-Free Fund
BB&T North Carolina Intermediate Tax-Free Fund
BB&T South Carolina Intermediate Tax-Free Fund
BB&T Virginia Intermediate Tax-Free Fund
BB&T West Virginia Intermediate Tax-Free Fund
Money Market Funds
BB&T National Tax-Free Money Market Fund
BB&T Prime Money Market Fund
BB&T U.S. Treasury Money Market Fund
Funds of Funds
BB&T Capital Manager Conservative Growth Fund
BB&T Capital Manager Moderate Growth Fund
BB&T Capital Manager Growth Fund
BB&T Capital Manager Equity Fund
BB&T VARIABLE INSURANCE FUNDS
BB&T Capital Manager Equity VIF
BB&T Select Equity VIF
BB&T Special Opportunities Equity VIF
BB&T Total Return Bond VIF
(each, a Fund and, collectively, the Funds)
5
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WHY HAVE I RECEIVED THIS PROXY STATEMENT? |
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The Boards of Trustees (the Trustees) of BB&T Funds and BB&T Variable Insurance Funds (the
Trusts) have sent you this Proxy Statement to ask for your vote as a shareholder
(Shareholder) of one or more of the Funds. |
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WHAT IS HAPPENING AND WHY AM I BEING ASKED TO VOTE ON A PROPOSAL TO APPROVE THE INVESTMENT
ADVISORY AND SUB-ADVISORY AGREEMENTS? |
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BB&T Corporation (BB&T) has entered into an agreement whereby it will modify its
relationship with Sterling Capital Management LLC (Sterling). To implement this new
arrangement, the Sterling management group has entered into an agreement with BB&T that will
reduce and restructure Sterling managements interest in Sterling (the Transaction). Under
the Transaction, management will continue to have a substantial profits interest in Sterling.
Following the Transaction, it is expected that BB&T Asset Management, Inc. (BB&TAM), a
wholly owned subsidiary of BB&T, will merge with and into Sterling (the Merger and, together
with the Transaction, the Reorganization). The Reorganization has been deemed to constitute
a change of control of Sterling and BB&TAM. |
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BB&TAM currently serves as investment adviser to all of the BB&T Funds (except the Sterling
Capital Small Cap Value Fund) and BB&T Variable Insurance Funds. Sterling currently serves
as investment adviser to the Sterling Capital Small Cap Value Fund and as investment
sub-adviser to the BB&T Mid Cap Value Fund, the BB&T Total Return Bond Fund, and the BB&T
Total Return Bond VIF. BB&TAM also has entered into investment sub-advisory agreements with
each of Artio Global Management LLC (Artio), Federated Investment Management Company
(Federated), and Scott & Stringfellow LLC (Scott & Stringfellow) (collectively, the
Sub-Advisers) to provide sub-advisory services to certain BB&T Funds (such advisory and
sub-advisory agreements collectively, the Existing Agreements). The Transaction (in the
case of the Sterling Capital Small Cap Value Fund, the BB&T Mid Cap Value Fund, the BB&T
Total Return Bond Fund, and the BB&T Total Return Bond VIF) and the Merger (in the case of
all BB&T Funds except the Sterling Capital Small Cap Value Fund) automatically terminate the
Existing Agreements. |
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On June 23, 2010, the Board of Trustees of BB&T Funds and BB&T Variable Insurance Funds (the
Board) approved a new investment advisory agreement between each of BB&T Funds and BB&T
Variable Insurance Funds, on behalf of each series thereof, and Sterling. The Board also
approved new investment sub-advisory agreements between Sterling and each of (i) Artio, with
respect to BB&T International Equity Fund; (ii) Federated, with respect to BB&T National
Tax-Free Money Market Fund and BB&T Prime Money Market Fund; and (iii) Scott & Stringfellow,
with respect to BB&T Equity Income Fund, BB&T Special Opportunities Equity Fund, and BB&T
Special Opportunities Equity VIF. The new investment advisory and sub-advisory agreements
(collectively, the Proposed Agreements) will become effective with respect to a Fund upon
(i) the automatic termination of the corresponding Existing Agreement and (ii) approval by
shareholders of the Fund. Thus, Shareholders are requested to approve the Proposed
Agreements. |
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The terms of the Proposed Agreements are substantially identical to those of the Existing
Agreements and no changes in services or fees have been proposed. |
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WILL APPROVAL OF THE PROPOSED ADVISORY AGREEMENTS RESULT IN ANY INCREASE IN ADVISORY OR
SUB-ADVISORY FEES? |
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No. No changes to fees paid under the Existing Agreements have been proposed. |
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WHAT IF I DO NOT RETURN MY PROXY VOTING BALLOT? |
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In order to conduct the Special 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 the Funds as of
June 25, 2010. In the event that not enough Shareholders return their proxy ballot 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. |
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HOW DO THE TRUSTEES SUGGEST THAT I VOTE? |
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After careful consideration, the Boards of Trustees, including a majority of Trustees who are
not interested persons as that term is defined in the Investment Company Act of 1940,
recommend that you vote FOR adopting the Proposed Agreements. The Trustees also urge you to
vote and return all of the proxy ballot cards you receive. |
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WHO SHOULD I CALL WITH QUESTIONS ABOUT THIS PROXY? |
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If you have any questions regarding this proxy, please contact your account administrator,
investment representative, or the Trusts 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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BB&T FUNDS
Stock Funds
BB&T Select Equity Fund
BB&T Mid Cap Value Fund
Sterling Capital Small Cap Value Fund
BB&T International Equity Fund
BB&T Special Opportunities Equity Fund
BB&T Equity Income Fund
BB&T Equity Index Fund
Bond Funds
Taxable Bond Funds
BB&T Short U.S. Government Fund
BB&T Intermediate U.S. Government Fund
BB&T Total Return Bond Fund
Tax-Free Bond Funds
BB&T Kentucky Intermediate Tax-Free Fund
BB&T Maryland Intermediate Tax-Free Fund
BB&T North Carolina Intermediate Tax-Free Fund
BB&T South Carolina Intermediate Tax-Free Fund
BB&T Virginia Intermediate Tax-Free Fund
BB&T West Virginia Intermediate Tax-Free Fund
Money Market Funds
BB&T National Tax-Free Money Market Fund
BB&T Prime Money Market Fund
BB&T U.S. Treasury Money Market Fund
Funds of Funds
BB&T Capital Manager Conservative Growth Fund
BB&T Capital Manager Moderate Growth Fund
BB&T Capital Manager Growth Fund
BB&T Capital Manager Equity Fund
BB&T VARIABLE INSURANCE FUNDS
BB&T Capital Manager Equity VIF
BB&T Select Equity VIF
BB&T Special Opportunities Equity VIF
BB&T Total Return Bond VIF
(each, a Fund and, collectively, the Funds)
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PROXY STATEMENT
434 FAYETTEVILLE STREET MALL, FIFTH FLOOR
RALEIGH, NORTH CAROLINA 27601
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 27, 2010
INTRODUCTION
The enclosed proxy is solicited on behalf of the Boards of Trustees (the Trustees or the
Boards) of BB&T Funds and BB&T Variable Insurance Funds (each, a Trust and, together, the
Trusts). The proxy is revocable at any time before it is voted by sending written notice of
revocation or a subsequently executed proxy to the Trust at the above address or by appearing
personally and electing to vote on August 27, 2010 at a special meeting of shareholders of the
Trusts at 10:00 a.m. Eastern time in the Board Room of BNY Mellon Investment Servicing (US) Inc. at
4400 Computer Drive, Westborough, Massachusetts 01581 (such meeting and any adjournment thereof is
referred to herein as the Special Meeting).
As more fully described below, it is proposed that Sterling Capital Management LLC (Sterling
or the Adviser) continue to serve as the investment adviser to the Sterling Capital Small Cap
Value Fund (the Sterling Fund) and begin serving as the investment adviser to all of the other
Funds following the automatic termination by virtue of statutory assignment of (i) the existing
Investment Advisory Agreement between the Sterling Fund and Sterling, and (ii) the existing Investment
Advisory Agreement between each of the Trusts, on behalf of each series thereof (except the
Sterling Fund), and BB&T Asset Management, Inc. (BB&TAM) (the Existing Advisory Agreements).
It is also proposed that Scott & Stringfellow, LLC (Scott & Stringfellow), Artio Global
Management LLC (Artio), and Federated Investment Management Company (Federated) (collectively,
the Sub-Advisers) continue to serve as sub-advisers to certain Funds (further described below)
following the automatic termination by virtue of statutory assignment of the existing Sub-Advisory
Agreements between BB&TAM and each of the Sub-Advisers (the Existing Sub-Advisory Agreements and,
together with the Existing Advisory Agreements, the Existing Agreements) relating to such Funds. Sterling, BB&TAM
and Scott & Stringfellow are subsidiaries of BB&T Corporation (BB&T) and, as such, are affiliated persons.
Only shareholders of record at the close of business on June 25, 2010 (Shareholders) will be
entitled to vote at the Special Meeting. Each whole share is entitled to one vote and each
fractional share is entitled to a proportionate fractional vote on each matter to be acted upon at
the Special Meeting. Shares represented by your duly represented proxy will be voted in accordance
with your instructions. In the event that a Shareholder signs and returns the proxy ballot, but
does not indicate a choice, the persons named as proxies will vote those shares in favor of such
proposal(s).
On
or about July 27, 2010 this proxy statement and the enclosed proxy card are being mailed to
Shareholders.
9
PURPOSE OF THE SPECIAL MEETING
This Special Meeting is being called for the following purposes: (1) to approve proposed
Advisory Agreements between each of the Trusts, with respect to each series thereof, and Sterling
(the Proposed Advisory Agreements); (2) to approve proposed Sub-Advisory Agreements between
Sterling and Scott & Stringfellow with respect to BB&T Equity Income Fund, BB&T Special
Opportunities Equity Fund, and BB&T Special Opportunities Equity VIF; (3) to approve a proposed
Sub-Advisory Agreement between Sterling and Artio with respect to BB&T International Equity Fund;
(4) to approve a proposed Sub-Advisory Agreement between Sterling and Federated with respect to
BB&T National Tax-Free Money Market Fund and BB&T Prime Money Market Fund (the Federated
Sub-Advisory Agreement) (collectively, the Proposed Sub-Advisory Agreements and, together with
the Proposed Advisory Agreements, the Proposed Agreements); and (5) to transact such other
business as may properly come before the Special Meeting or any adjournment thereof.
The following table identifies each proposal that will be considered at the Special Meeting and
indicates the Funds whose shareholders are being solicited to approve the proposal.
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Proposal |
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Funds Affected |
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1.
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Approve a
Proposed Advisory
Agreement between
BB&T Funds and
Sterling
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All BB&T Funds |
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2.
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Approve a
Proposed Advisory
Agreement between
BB&T Variable
Insurance Funds and
Sterling
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All BB&T Variable Insurance Funds |
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3.
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Approve
Proposed
Sub-Advisory
Agreements between
Sterling and Scott &
Stringfellow
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BB&T Equity Income Fund
BB&T Special Opportunities Equity Fund
BB&T Special Opportunities Equity VIF |
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4.
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Approve a
Proposed
Sub-Advisory
Agreement between
Sterling and Artio
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BB&T International Equity Fund |
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5.
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Approve a
Proposed
Sub-Advisory
Agreement between
Sterling and
Federated
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BB&T National Tax-Free Money Market Fund
BB&T Prime Money Market Fund |
On June 23, 2010, the Trustees, including a majority of Trustees who are not interested
persons as that term is defined in the Investment Company Act of 1940, as amended (the 1940 Act)
(the Independent Trustees), unanimously voted to approve the Proposed Agreements. The Trustees
recommend that Shareholders approve the Proposed Agreements.
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SUMMARY OF THE TRANSACTION
Sterling, located at Two Morrocroft Centre, 4064 Colony Road, Charlotte, NC 28211, is a
registered investment adviser and a subsidiary of BB&T. BB&TAM, also a
registered investment adviser, located at 434 Fayetteville Street Mall, 5th Floor, Raleigh, NC
27601, is a wholly owned subsidiary of BB&T. Sterling currently serves as the investment adviser
to the Sterling Fund and as the sub-adviser to BB&T Mid Cap Value Fund, BB&T Total Return Bond
Fund, and BB&T Total Return Bond VIF. BB&TAM is the investment adviser to all of the Funds except
the Sterling Fund. Scott & Stringfellow currently serves as investment sub-adviser to BB&T Equity
Income Fund, BB&T Special Opportunities Equity Fund, and BB&T Special Opportunities Equity VIF.
Artio currently serves as investment sub-adviser to BB&T International Equity Fund. Federated
currently serves as investment sub-adviser to BB&T National Tax-Free Money Market Fund and BB&T
Prime Money Market Fund (BB&T Equity Income Fund, BB&T Special Opportunities Equity Fund, BB&T
International Equity Fund, BB&T National Tax-Free Money Market Fund, BB&T Prime Money Market Fund
and BB&T Special Opportunities Equity VIF are collectively referred to herein as the Sub-Advised
Funds).
BB&T has entered into an agreement whereby it will modify its relationship with Sterling. To
implement this new arrangement, the Sterling management group has entered into an agreement with
BB&T that will reduce and restructure Sterling managements interest in Sterling (the
Transaction). Under the Transaction, management will continue to have a substantial profits
interest in Sterling. Following the Transaction, it is expected that BB&TAM will merge with and
into Sterling (the Merger and, together with the Transaction, the Reorganization). The
Reorganization has been deemed to constitute a change of control of Sterling and BB&TAM.
As a result, the Transaction automatically terminates (1) the Existing Advisory Agreement
between the Sterling Fund and Sterling and (2) the Existing Sub-Advisory Agreements between BB&TAM
and Sterling. The Merger automatically terminates (1) the Existing Advisory Agreements between the
Funds (except the Sterling Fund) and BB&TAM; (2) the Existing Sub-Advisory Agreements between
BB&TAM and Scott & Stringfellow; (3) the Existing Sub-Advisory Agreement between BB&TAM and Artio;
and (4) the Existing Sub-Advisory Agreement between BB&TAM and Federated.
Section 15(a) of the 1940 Act prohibits any person from serving as an investment adviser to a
registered investment company except pursuant to a written contract that has been approved by the
shareholders of such registered investment company. Therefore, in order for Sterling and the
Sub-Advisers to serve as investment adviser or sub-investment adviser after the Transaction,
Shareholders must approve the Proposed Agreements. The Transaction is not expected to result in
any changes in the personnel managing the Funds, the way in which the Funds portfolios are
managed, the Funds investment operations, or the fees paid by the Funds in connection with such
investment advisory and sub-advisory services.
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EVALUATION BY THE BOARD
On June 23, 2010, the Trustees, including the Independent Trustees, discussed and evaluated
the Proposed Agreements, taking into consideration the Reorganization and its possible effect on
the Funds. Representatives of Sterling and BB&TAM were present to answer questions from the
Trustees. In evaluating the Proposed Agreements, the Trustees reviewed materials furnished by
Sterling relating to the Transaction. Representatives of Sterling discussed with the Trustees
Sterlings management philosophy and methods of operation insofar as they relate to the Funds and
indicated their belief that, as a consequence of the Reorganization, the services provided to the
Funds would be consistent in all material respects with current services and in no respect
diminished. Representatives also indicated that the terms of the Proposed Agreements would be
substantially unchanged, as would the personnel providing services to the Funds and the manner in
which the Funds are managed. The Trustees review of the Proposed Agreements was essentially limited to the changes that
would be involved in the replacement of BB&TAM by Sterling. Therefore, assessment of other
matters (such as comparisons of the services rendered and amounts to be paid under the
Proposed Agreements with those of other investment advisory contracts) was deferred to the
Boards annual contract approval meeting in August 2010. Disclosure regarding the 2010 annual
approvals will be included in the Funds annual reports to shareholders. After this meeting, the Independent Trustees met and conferred among
themselves and with counsel concerning the Reorganization. In determining that the approval of the
Proposed Agreements is in the best interests of the Funds Shareholders, the Trustees addressed a
number of factors and reached the following conclusions, none of which was, in and of itself,
outcome determinative:
Portfolio Management Continuity The degree of continuity regarding advisory services to
be provided to the Funds upon completion of the Reorganization would be very high since they
are expected to be performed by the same personnel who are currently providing such
services. In addition, the investment objectives and principal investment strategies of the
Funds are expected to remain the same.
The Nature, Extent and Quality of the Services to be Provided Given the continuity
specified in the previous item, as well as the substantially unchanged contractual terms,
the nature and extent of services was considered to be unchanged and consistent with
industry norms. The quality of services was considered likely to improve given the
increased resources and combined personnel of Sterling and BB&TAM following the
reorganization.
Investment Performance Given the continuity specified in the previous item, the ongoing
oversight of performance by the Board at its regular meetings, and the upcoming annual
contract review scheduled for August of 2010, the Board did not request additional material
in considering the matters that are subject to this proxy. The Trustees concluded that
performance in no instances suggested that the contracts not be approved and was in many
cases very satisfactory.
The Cost of Services and Products to be Realized by the Adviser and its Affiliates The
Trustees noted that there would be no increases in fees paid by the Funds under the Proposed
Agreements and that current fees had been determined to be fair and reasonable when reviewed
by the Board at its August 2009 annual contract review.
The Extent of Economies of Scale and Whether Fee Levels Would Benefit Shareholders The
Trustees noted that no fees paid by the Funds
12
would
be increased by the Proposed Agreements and that no increase in assets would be effected by the Reorganization. This
being the case, and given that the overall assets of individual Funds either had not (1)
materially increased since the August 2009 contract review by the Board or (2) reached a
level at which breakpoints in the Funds advisory fees would be appropriate, the Trustees
concluded that fee arrangements regarding economies of scale were fair and reasonable.
After considering these factors, the Trustees concluded that the Proposed Agreements would be
beneficial to the Funds and to their Shareholders.
DESCRIPTION OF THE PROPOSED ADVISORY AND SUB-ADVISORY
AGREEMENTS
On June 23, 2010, the Trustees, including the Independent Trustees, unanimously approved on
behalf of the Funds the Proposed Advisory Agreements between the Trusts and Sterling and approved
the Proposed Sub-Advisory Agreements on behalf of the Sub-Advised Funds between Sterling and each
respective Sub-Adviser. Copies of the forms of Proposed Agreements are included as Exhibit
A to this proxy statement. The terms of each Proposed Agreement are substantially identical to
those of its respective Existing Agreement. Under the Proposed Agreements, Sterling would act as
adviser to the Funds, and the Sub-Advisers would continue to act as sub-advisers to their
respective Sub-Advised Funds, with regard to selecting the Funds and Sub-Advised Funds
investments and placing all orders for purchases and sales of the Funds and Sub-Advised Funds
securities. The Advisers and Sub-Advisers investment decisions and trading activities would be
subject to the direction and supervision of the Trustees and to any written guidelines adopted by
the Trustees and furnished to the Adviser or Sub-Advisers, and would be in accordance with their
respective Funds written investment objectives and restrictions, as set forth in each Funds
then-current prospectus and statement of additional information (SAI). The Sub-Advisers
investment decisions would also be subject to the direction and supervision of Sterling and any
written guidelines adopted by Sterling and furnished to the Sub-Advisers.
Under the Proposed Agreements, if approved, Sterling will provide investment advisory services
to the Funds. Sterling will discharge this responsibility in part through retention of
sub-advisers, at Sterlings sole expense, to provide investment sub-advisory services to the Funds.
Sterling must oversee the activities of any such sub-adviser and will be responsible for setting
any policies it deems appropriate for each sub-advisers activities, subject to the direction of
the Trustees. Shareholders of each Sub-Advised Fund will receive the benefits of Sterlings
supervision of the investment program of the Sub-Advised Fund and, under the proposed arrangement,
will receive the additional benefit of the Sub-Advisers investment sub-advisory services.
If Shareholder approval is obtained, the Proposed Agreements will become effective with
respect to a Fund upon (1) the completion of the Transaction or the Merger, as applicable, and (2)
approval by Shareholders of the Fund. The Proposed Agreements will continue until October 31, 2011
(except that the Federated Sub-Advisory Agreement will continue until September 30, 2011) and
thereafter, if not terminated,
13
for
successive twelve-month periods, provided such continuance is specifically approved at least annually (a) by the vote of a majority of those
members of the Boards who are not parties to the Proposed Agreements or interested persons of the
Trusts or any such party, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Trustees or by vote of a majority of the outstanding voting securities of
each Fund. The Proposed Advisory Agreements may be terminated with respect to a particular Fund at
any time on 60 days written notice, without the payment of any penalty, by a Trust (by vote of the
Trusts Board of Trustees or by vote of a majority of the outstanding voting securities of such
Fund) or by the Adviser. The Proposed Sub-Advisory Agreements may be terminated with respect to a
particular Sub-Advised Fund (i) by the Trust of which a particular Sub-Advised Fund is a series at
any time without the payment of any penalty by vote of the Trusts Board of Trustees, (ii) by vote
of a majority of the outstanding voting securities of the Sub-Advised Fund, (iii) by the Adviser on
60 days written notice to the Sub-Adviser or (iv) by the Sub-Adviser on 60 days written notice to
the Adviser. The Federated Sub-Advisory Agreement may be terminated by Sterling or Federated on not
more than 60 days nor less than 30 days written notice to the other party. Each Proposed
Agreement also immediately terminates in the event of its assignment, as that term is defined in
the 1940 Act, and, in the case of the Federated Sub-Advisory Agreement, upon the termination of the
Proposed Advisory Agreement (as defined above).
Under the Proposed Agreements, subject to the supervision of the Trusts and, in the case of
the Sub-Advisers, the Adviser, and in accordance with each Funds investment objectives, policies
and restrictions as set forth in each Funds then-current prospectus and SAI, the Adviser and
Sub-Advisers would supervise the day-to-day operations of their respective Funds and perform the
following services:
|
(i) |
|
provide investment research and credit analysis concerning the Funds investments; |
|
|
(ii) |
|
conduct a continual program of investment of the Funds assets; |
|
|
(iii) |
|
place orders for all purchases and sales of the investments made for the Funds; |
|
|
(iv) |
|
maintain the books and records required in connection with their duties under
the Proposed Agreements and furnish the Boards with such periodic and special reports
as the Boards may reasonably request; and |
|
|
(v) |
|
with respect to the Sub-Advisers, keep the Adviser informed of developments materially
affecting the Sub-Advised Funds. |
In consideration for the services provided and expenses assumed under the Proposed Advisory Agreements,
the Funds have agreed to pay Sterling, the lesser of (i) the fee
set forth in the tables below or (ii) such fee as may from time to time be agreed upon in writing
by the applicable Trust and Sterling.
14
Advisory Fees:
|
|
|
|
|
Fund |
|
Contractual Fee |
BB&T Funds |
|
|
|
|
BB&T Select Equity Fund |
|
|
0.74 |
%(1) |
BB&T Mid Cap Value Fund |
|
|
0.74 |
%(1) |
Sterling Capital Small Cap Value Fund |
|
|
0.90 |
%(1) |
BB&T International Equity Fund |
|
|
1.00 |
%(1) |
BB&T Special Opportunities Equity Fund |
|
|
0.80 |
% |
BB&T Equity Income Fund |
|
|
0.70 |
% |
BB&T Equity Index Fund |
|
|
0.50 |
% |
BB&T Short U.S. Government Fund |
|
|
0.60 |
%(1) |
BB&T Intermediate U.S. Government Fund |
|
|
0.60 |
%(1) |
BB&T Total Return Bond Fund |
|
|
0.60 |
%(1) |
BB&T Kentucky Intermediate Tax Free Fund |
|
|
0.60 |
%(1) |
BB&T Maryland Intermediate Tax-Free Fund |
|
|
0.60 |
%(1) |
BB&T North Carolina Intermediate Tax-Free Fund |
|
|
0.60 |
%(1) |
BB&T South Carolina Intermediate Tax-Free Fund |
|
|
0.60 |
%(1) |
BB&T Virginia Intermediate Tax-Free Fund |
|
|
0.60 |
%(1) |
BB&T West Virginia Intermediate Tax-Free Fund |
|
|
0.45 |
% |
BB&T National Tax-Free Money Market Fund |
|
|
0.25 |
%(2) |
BB&T Prime Money Market Fund |
|
|
0.40 |
%(2) |
BB&T U.S. Treasury Money Market Fund |
|
|
0.40 |
%(2) |
BB&T Capital Manager Conservative Growth Fund |
|
|
0.25 |
%(1) |
BB&T Capital Manager Moderate Growth Fund |
|
|
0.25 |
%(1) |
BB&T Capital Manager Growth Fund |
|
|
0.25 |
%(1) |
BB&T Capital Manager Equity Fund |
|
|
0.25 |
%(1) |
|
BB&T Variable Insurance Funds |
|
|
|
|
BB&T Capital Manager Equity VIF |
|
|
0.25 |
%(3) |
BB&T Select Equity VIF |
|
|
0.74 |
%(3) |
BB&T Special Opportunities Equity VIF |
|
|
0.80 |
% |
BB&T Total Return Bond VIF |
|
|
0.60 |
%(3) |
|
|
|
|
(1) |
|
For the period February 1, 2010 through January 31, 2011,
Sterling (with respect to the Sterling Fund) and BB&TAM
(with respect to all of the other Funds) has contractually agreed to limit the
management fees paid by the Funds listed below as follows. These contractual limitations will be continued following the Reorganization until January 31,
2011, at which time Sterling will determine whether to renew, revise or discontinue the
limitations.
|
|
|
|
|
|
Select Equity Fund, 0.60%; Mid Cap Value Fund, 0.70%; Sterling Fund, 0.80%; International Equity Fund, 0.85%; Short U.S. Government Fund,
0.45%; Intermediate U.S. Government Fund, 0.48%; Total Return Bond Fund, 0.48%;
Kentucky Intermediate Tax-Free Fund, 0.40%; Maryland Intermediate Tax-Free Fund,
0.40%; North Carolina Intermediate Tax-Free Fund, 0.45%; South Carolina
Intermediate Tax-Free Fund, 0.45%; Virginia Intermediate Tax-Free Fund, 0.45%;
Capital Manager Conservative Growth Fund, 0.00%; Capital Manager Moderate Growth
Fund, 0.00%; Capital Manager Growth Fund, 0.00%; and Capital Manager Equity Fund,
0.00%. |
|
|
|
(2) |
|
BB&TAM has contractually agreed to limit the advisory fees
paid by each Fund to 0.20%, 0.28%, and 0.26% for the National Tax-Free Money
Market Fund, the Prime Money Market Fund, and the U.S. Treasury Money Market
Fund (the Advisory Fee Limits), respectively, for the period from March 1,
2009 through February 29, 2012. From March 1, 2010 through February 29, 2012, BB&TAM
may recoup from each Fund all or a portion of the advisory fees
that it voluntarily waives beyond the respective Advisory Fee Limit during the
period from March 1, 2009 through February 29, 2012 (the Recoupment Amount),
subject to certain limitations. BB&TAM may not recoup any amount from a
Fund if the Recoupment Amount plus the Advisory Fee Limit would exceed each
Funds respective Management Fee noted
above. It is expected that these contractual limitations and recoupment will be
continued following the Reorganization. |
|
|
|
(3) |
|
BB&TAM currently limits its management fees to 0.00%,
0.50%, and 0.50% for the Capital Manager Equity VIF, Select Equity VIF, and
Total Return Bond Fund VIF, respectively. Any fee waiver or expense
reimbursement is voluntary and may be discontinued at any time. |
|
15
In consideration for the services provided and expenses assumed under the Proposed Sub-Advisory
Agreements on behalf of the Sub-Advised Funds between Sterling and each respective
Sub-Adviser, Sterling has agreed to pay the respective Sub-Advisers the lesser of: (i) the fee set
forth in the table below or (ii) such fee as may from time to time be agreed upon in writing by
Sterling and the Sub-Adviser.
Sub-Advisory Fees:
|
|
|
|
|
|
|
Fund |
|
Asset Range |
|
Contractual Fee |
Scott & Stringfellow |
|
|
|
|
|
|
BB&T Equity Income Fund |
|
All assets |
|
|
0.42 |
% |
BB&T Special Opportunities Equity Fund |
|
All assets |
|
|
0.48 |
% |
BB&T Special Opportunities Equity VIF |
|
All assets |
|
|
0.40 |
% |
|
Artio |
|
|
|
|
|
|
BB&T International Equity Fund |
|
The first $20 million |
|
|
0.80 |
% |
|
The next $20 million |
|
|
0.60 |
% |
|
The next $60 million |
|
|
0.50 |
% |
|
Over $100 million |
|
|
0.40 |
% |
|
Federated |
|
|
|
|
|
|
BB&T National Tax-Free Money Market Fund |
|
The first $500 million |
|
|
0.10 |
% |
|
Over $500 million |
|
|
0.08 |
% |
BB&T Prime Money Market Fund |
|
All assets |
|
|
0.07 |
% |
Under the Proposed Agreements (except the Federated Sub-Advisory Agreement), the Adviser
and the Sub-Advisers are not liable for any error of judgment, mistake of law or for any loss
suffered by the Funds or, in the case of the Sub-Advisers, any loss suffered by the Adviser or the
Trusts in connection with the performance of the Proposed Agreements, except that the Adviser is
liable to the Funds and the Sub-Advisers are liable to the Adviser for a loss resulting from (i)
the Advisers or Sub-Advisers breach of fiduciary duty under the 1940 Act with respect to the
receipt of compensation for services or (ii) the Advisers or Sub-Advisers willful misfeasance,
bad faith or gross negligence in the performance of its duties or the Advisers or the
Sub-Advisers reckless disregard of its obligations and duties under each Advisers or
Sub-Advisers respective Proposed Agreement. Under the Federated Sub-Advisory Agreement, in the
absence of willful misfeasance, bad faith or gross negligence on the part of Federated, or of
reckless disregard by Federated of its obligations and duties, Federated is not subject to any
liability to the Adviser or the relevant Funds, any shareholder of the Funds, or to any person,
firm or organization.
The Trustees unanimously recommend that Shareholders vote to approve the Proposed Agreements.
Approval by Shareholders of the Proposed Agreements will result in no change to the contractual
rate of the advisory fees paid by the Funds.
In the event that holders of a majority of the outstanding shares of the Funds vote in the
negative with respect to the Proposed Agreements, the Trustees will consider such further action as
they may determine to be in the best interests of the Funds Shareholders.
Please see the Funds current prospectuses and SAIs for complete information on the Funds
current investment strategies, techniques and restrictions.
16
DESCRIPTION OF THE INTERIM ADVISORY AND SUB-ADVISORY AGREEMENTS
As permitted under the 1940 Act, if shareholder approval of the Proposed Agreements has not
been obtained following the Reorganization, Sterling will provide investment advisory services to
the Funds under Interim Investment Advisory Agreements with the Trusts, with respect to each series
thereof, and the Sub-Advisers will continue providing investment sub-advisory services to the
Sub-Advised Funds under Interim Sub-Advisory Agreements with Sterling. In addition, if shareholder
approval of the Proposed Agreements has not been obtained and the Transaction has occurred but the
Merger has not occurred, Sterling will provide investment sub-advisory services to BB&T Mid Cap
Value Fund, BB&T Total Return Bond Fund, and BB&T Total Return Bond VIF under an Interim
Sub-Advisory Agreement with BB&TAM (the Interim Advisory Agreement and Interim Sub-Advisory
Agreements are collectively referred to herein as the Interim Agreements). Sterling and the
Sub-Advisers will continue to provide such services until Shareholder approval of the Proposed
Agreements is obtained, or, absent such approval, for no longer than 150 days from the date on
which each Interim Agreement becomes effective.
The Interim Advisory Agreements may be terminated with respect to each Fund on 60 days written
notice by (i) a Trust at any time without the payment of any penalty by vote of the respective
Boards or by vote of a majority of the outstanding voting securities of the relevant Fund, or (ii)
by the applicable investment adviser. The Interim Sub-Advisory Agreements may be terminated with
respect to each Sub-Advised Fund (i) by a Trust at any time without the payment of any penalty by
vote of the Board, (ii) by vote of a majority of the outstanding voting securities of a Sub-Advised
Fund, (iii) by the applicable investment adviser on 60 days written notice to the Sub-Adviser or
(iv) by a Sub-Adviser on 60 days written notice to the applicable investment adviser. The Interim
Sub-Advisory Agreement with Federated may be terminated by Sterling or Federated on not more than
60 days nor less than 30 days written notice to the other party. In addition, each Interim
Agreement immediately terminates (i) in the event of its assignment, (ii) upon effectiveness of a
Proposed Agreement with respect to a Fund, (iii) on the expiration of 150 days from the date on
which the Interim Agreement becomes effective, or (iv) with respect to the Interim Sub-Advisory
Agreement with Federated, upon termination of Sterlings Advisory Agreement with a Fund.
The Interim Investment Advisory Agreements between Sterling and the Trusts, the Interim
Sub-Advisory Agreements between Sterling and BB&TAM relating to the BB&T Mid Cap Value Fund, BB&T
Total Return Bond Fund, and BB&T Total Return Bond VIF, and the Interim Sub-Advisory Agreements
between Scott & Stringfellow and Sterling relating to the BB&T Equity Income Fund, BB&T Special
Opportunities Equity Fund, and BB&T Special Opportunities Equity VIF (each, an Affiliated Interim
Agreement) each also provide that (a) such Affiliated Interim Agreement is terminable with respect
to a Fund at any time, without penalty, by the Board or by a majority of the Funds outstanding
voting securities on 10 calendar days written notice to Sterling or Scott & Stringfellow,
respectively, and (b) the compensation to be earned under such Affiliated Interim Agreement will be
held in an interest-bearing escrow account with the Funds custodian or a bank and, (i) if a
majority of the Funds outstanding voting securities approve the Affiliated Interim Agreement by
the end of the 150-day interim
17
period, any amount in the escrow account (including interest earned) with respect to the approving
Fund will be paid to Sterling or Scott & Stringfellow, respectively, and (ii) if a majority of a
Funds outstanding voting securities do not approve the Affiliated Interim Agreement by the end of
such 150-day period, Sterling or Scott & Stringfellow, respectively, will be paid, out of the
escrow account, the lesser of (x) any costs incurred in performing the Affiliated Interim Agreement
with respect to the non-approving Fund (plus interest earned on that amount while in escrow) or (y)
the total amount in the escrow account with respect to the non-approving Fund (plus interest
earned).
The terms of the Interim Agreements are substantially identical to those of the Proposed
Agreements. The tables presented above also reflect the advisory and sub-advisory fees that would
be paid under the Interim Agreements.
DESCRIPTION OF THE EXISTING INVESTMENT ADVISORY AGREEMENTS
At the present time, Sterling serves as investment adviser to the Sterling Fund pursuant to an
investment advisory agreement dated July 1, 2006, as amended and restated August 28, 2007, and
BB&TAM serves as investment adviser to all other Funds pursuant to an investment advisory agreement
dated February 1, 2001, as amended and restated May 23, 2003. The Existing Advisory Agreements
between BB&TAM and the Funds and between Sterling and the Sterling Fund
were last submitted to a vote of shareholders on the dates listed below.1
|
|
|
|
|
Date of Last Approval by Shareholders of Existing |
Fund |
|
Advisory Agreement |
BB&T Funds |
|
|
BB&T Select Equity Fund
|
|
February 14, 1995 |
BB&T Mid Cap Value Fund
|
|
August 1, 1996 |
Sterling Capital Small Cap Value Fund
|
|
June 15, 2005 |
BB&T International Equity Fund
|
|
January 2, 1997 |
BB&T Special Opportunities Equity Fund
|
|
June 2, 2003 |
BB&T Equity Income Fund
|
|
June 30, 2004 |
BB&T Equity Index Fund
|
|
September 01, 2000 |
BB&T Short U.S. Government Fund
|
|
February 14, 1995 |
BB&T Intermediate U.S. Government Fund
|
|
February 14, 1995 |
BB&T Total Return Bond Fund
|
|
December 2, 1999 |
BB&T Kentucky Intermediate Tax Free Fund
|
|
February 24, 2003 |
BB&T Maryland Intermediate Tax-Free Fund
|
|
February 24, 2003 |
BB&T North Carolina Intermediate Tax-Free Fund
|
|
February 14, 1995 |
BB&T South Carolina Intermediate Tax-Free Fund
|
|
October 20, 1997 |
BB&T Virginia Intermediate Tax-Free Fund
|
|
May 17, 1999 |
|
|
|
1 |
|
In 2000, Branch Banking and Trust Company
(the Bank), the former investment adviser, reorganized its investment
advisory division as BB&T Asset Management, a separate, wholly owned subsidiary
of the Bank. Management and investment advisory personnel of the Bank that
provided investment management services to BB&T Funds continued to do so as the
personnel of BB&T Asset Management. As a result, the reorganization was deemed
not to be an assignment of the investment advisory contract for purposes of
the 1940 Act and, therefore, a shareholder vote was not required. |
18
|
|
|
|
|
Date of Last Approval by Shareholders of Existing |
Fund |
|
Advisory Agreement |
BB&T West Virginia Intermediate Tax-Free Fund
|
|
May 17, 1999 |
BB&T National Tax-Free Money Market Fund
|
|
August 1, 2006 |
BB&T Prime Money Market Fund
|
|
October 1, 1997 |
BB&T U.S. Treasury Money Market Fund
|
|
February 14, 1995 |
BB&T Capital Manager Conservative Growth Fund
|
|
January 29, 1998 |
BB&T Capital Manager Moderate Growth Fund
|
|
January 29, 1998 |
BB&T Capital Manager Growth Fund
|
|
January 29, 1998 |
BB&T Capital Manager Equity Fund
|
|
March 19, 2001 |
|
BB&T Variable Insurance Funds |
|
|
BB&T Capital Manager Equity VIF
|
|
April 15, 2005 |
BB&T Select Equity VIF
|
|
April 15, 2005 |
BB&T Special Opportunities Equity VIF
|
|
April 15, 2005 |
BB&T Total Return Bond VIF
|
|
April 15, 2005 |
Each Existing Advisory Agreement will continue in effect with respect to its respective
Funds for successive periods of twelve months each ending on September 30 (with respect to BB&TAM)
or October 31 (with respect to Sterling), provided such continuance is specifically approved at
least annually (a) by the vote of a majority of those members of the Boards who are not parties to
the Existing Advisory Agreements or interested persons of any party to the Existing Advisory
Agreements, cast in person at a meeting called for the purpose of voting on such approval, and (b)
by the vote of a majority of the Boards or by the vote of a majority of the outstanding voting
securities of the Funds. The Boards most recently voted to renew the Existing Advisory Agreements
on August 25, 2009. The Existing Advisory Agreements may be terminated with respect to a Fund at
any time on 60 days written notice without penalty by a Trust (by vote of the Board or by vote of
a majority of the outstanding voting securities of the Fund) or by the applicable investment
adviser. Each Existing Advisory Agreement terminates automatically in the event of its assignment,
as that term is defined in the 1940 Act.
Under the Existing Advisory Agreements, BB&TAM and Sterling provide or cause to be provided a
continuous investment program for their respective Funds, including investment research and
management with respect to all securities and investments and cash equivalents in the Funds. BB&TAM
and Sterling continuously review, supervise and administer their respective Funds investment
programs. BB&TAM has, subject to the approvals required under the 1940 Act and at its expense,
employed sub-investment advisers to assist in the performance of its duties under BB&TAMs Existing
Advisory Agreement. The terms of the Existing Agreements, including fees paid thereunder, are substantially identical to those of
the Proposed Agreements.
19
The table below provides details on the aggregate amount of advisory fees each Fund paid to
BB&TAM or Sterling, with respect to the Sterling Fund, and how much of those fees were waived by
BB&TAM or Sterling during the previous fiscal year.
|
|
|
|
|
|
|
|
|
Fund |
|
Amount Paid |
|
Amount Waived |
BB&T Funds (fiscal year ended September 30, 2009) |
|
|
|
|
|
|
|
|
BB&T Select Equity Fund |
|
$ |
1,518,526 |
|
|
$ |
287,289 |
|
BB&T Mid Cap Value Fund |
|
$ |
1,116,659 |
|
|
$ |
79,893 |
|
BB&T Mid Cap Growth Fund(1) |
|
$ |
806,501 |
|
|
$ |
49,235 |
|
Sterling Capital Small Cap Value Fund(2) |
|
$ |
146,349 |
|
|
$ |
60,037 |
|
BB&T Small Cap Fund(3) |
|
$ |
291,258 |
|
|
$ |
68,648 |
|
BB&T International Equity Fund |
|
$ |
774,882 |
|
|
$ |
116,232 |
|
BB&T Special Opportunities Equity Fund |
|
$ |
2,880,855 |
|
|
$ |
52,039 |
|
BB&T Equity Income Fund |
|
$ |
1,867,605 |
|
|
$ |
59,867 |
|
BB&T Equity Index Fund(4) |
|
$ |
0 |
|
|
$ |
0 |
|
BB&T Short U.S. Government Fund |
|
$ |
285,250 |
|
|
$ |
71,313 |
|
BB&T Intermediate U.S. Government Fund |
|
$ |
908,058 |
|
|
$ |
181,611 |
|
BB&T Total Return Bond Fund |
|
$ |
2,284,717 |
|
|
$ |
456,943 |
|
BB&T Kentucky Intermediate Tax Free Fund |
|
$ |
104,684 |
|
|
$ |
34,895 |
|
BB&T Maryland Intermediate Tax-Free Fund |
|
$ |
119,262 |
|
|
$ |
45,382 |
|
BB&T North Carolina Intermediate Tax-Free Fund |
|
$ |
818,516 |
|
|
$ |
204,629 |
|
BB&T South Carolina Intermediate Tax-Free Fund |
|
$ |
134,188 |
|
|
$ |
33,547 |
|
BB&T Virginia Intermediate Tax-Free Fund |
|
$ |
501,303 |
|
|
$ |
125,326 |
|
BB&T West Virginia Intermediate Tax-Free Fund |
|
$ |
332,069 |
|
|
$ |
0 |
|
BB&T National Tax-Free Money Market Fund |
|
$ |
547,914 |
|
|
$ |
109,583 |
|
BB&T Prime Money Market Fund |
|
$ |
5,557,012 |
|
|
$ |
1,694,018 |
|
BB&T U.S. Treasury Money Market Fund |
|
$ |
3,593,307 |
|
|
$ |
3,034,708 |
|
BB&T Capital Manager Conservative Growth Fund |
|
$ |
55,192 |
|
|
$ |
55,192 |
|
BB&T Capital Manager Moderate Growth Fund |
|
$ |
98,345 |
|
|
$ |
98,345 |
|
BB&T Capital Manager Growth Fund |
|
$ |
72,590 |
|
|
$ |
72,590 |
|
BB&T Capital Manager Equity Fund |
|
$ |
28,382 |
|
|
$ |
28,382 |
|
|
BB&T Variable Insurance Funds (fiscal year ended December 31, 2009) |
|
|
|
|
|
|
|
|
BB&T Capital Manager Equity VIF |
|
$ |
18,848 |
|
|
$ |
18,848 |
|
BB&T Mid Cap Growth VIF(5) |
|
$ |
83,801 |
|
|
$ |
41,130 |
|
BB&T Select Equity VIF |
|
$ |
231,501 |
|
|
$ |
75,081 |
|
BB&T Special Opportunities Equity VIF |
|
$ |
256,525 |
|
|
$ |
8,352 |
|
BB&T Total Return Bond VIF |
|
$ |
132,859 |
|
|
$ |
65,995 |
|
|
|
|
(1) |
|
On February 1, 2010, the Mid Cap Growth Fund merged with and into the Mid Cap Value
Fund. |
|
(2) |
|
Sterling advises the Sterling Fund; therefore, these fees and waivers reflect the
amount of investment advisory fees that the Sterling Fund paid Sterling and the amount of those
fees that Sterling waived. |
|
|
(3) |
|
On February 1, 2010, the Small Cap Fund merged with and into the Sterling Fund. |
|
|
(4) |
|
This Funds fiscal year ended December 31, 2009. The Fund pays no advisory fee to
BB&TAM for periods in which all of the Funds assets are invested in the S&P 500®
Stock Master Portfolio, a series of Master Investment Portfolio. |
|
(5) |
|
Mid Cap Growth VIF was liquidated in February 2010. |
20
DESCRIPTION OF THE EXISTING SUB-ADVISORY AGREEMENTS
The Sub-Advisers currently serve as investment sub-advisers to the Sub-Advised Funds pursuant
to the Existing Sub-Advisory Agreements. In addition, Sterling currently serves as investment
sub-adviser to BB&T Mid Cap Value Fund, BB&T Total Return Bond Fund, and BB&T Total Return Bond VIF
pursuant to Existing Sub-Advisory Agreements. No Proposed Sub-Advisory Agreement with Sterling is
necessary after the Transaction as Sterling will serve as investment adviser to each of these Funds
under the Proposed Advisory Agreements with the Trusts. The terms of the Existing Sub-Advisory
Agreements, including fees paid thereunder, are substantially identical to the terms of the
Proposed Sub-Advisory Agreements, as described above. The Existing Sub-Advisory Agreements between
Sterling and the Sub-Advisers were last submitted to a vote of shareholders the dates listed below.
|
|
|
|
|
Date of Last Approval |
|
|
by Shareholders of |
|
|
Existing Sub-Advisory |
Fund |
|
Agreement |
Sterling |
|
|
BB&T Mid Cap Value Fund
|
|
July 8, 2005 |
BB&T Total Return Bond Fund
|
|
July 8, 2005 |
BB&T Total Return Bond VIF
|
|
July 8, 2005 |
|
Scott & Stringfellow |
|
|
BB&T Equity Income Fund
|
|
June 30, 2004 |
BB&T Special Opportunities Equity Fund
|
|
June 2, 2003 |
BB&T Special Opportunities Equity VIF
|
|
April 15, 2005 |
|
Artio |
|
|
BB&T International Equity Fund
|
|
June 11, 2008 |
|
Federated |
|
|
BB&T National Tax-Free Money Market Fund
|
|
August 1, 2006 |
BB&T Prime Money Market Fund
|
|
June 28, 2000 |
In the case of Funds for which BB&TAM has retained a Sub-Adviser, BB&TAM (and not the
Fund) pays a portion of the advisory fees it receives to the sub-adviser in return for its
services. The table below provides details on the aggregate amount of sub-advisory fees BB&TAM
paid to Sterling and each Sub-Adviser for sub-advisory services during the fiscal year ended
September 30, 2009.
|
|
|
|
|
|
|
Amount Paid by |
Fund |
|
BB&TAM |
Sterling |
|
|
|
|
BB&T Mid Cap Value Fund |
|
$ |
637,284 |
|
BB&T Total Return Bond Fund |
|
$ |
953,272 |
|
BB&T Total Return Bond VIF(1) |
|
$ |
35,464 |
|
|
Scott & Stringfellow |
|
|
|
|
BB&T Equity Income Fund |
|
$ |
1,124,899 |
|
BB&T Special Opportunities Equity Fund |
|
$ |
1,734,778 |
|
BB&T Special Opportunities Equity VIF(1) |
|
$ |
128,712 |
|
|
Artio |
|
|
|
|
BB&T International Equity Fund |
|
$ |
467,406 |
|
|
Federated |
|
|
|
|
BB&T National Tax-Free Money Market Fund |
|
$ |
219,166 |
|
BB&T Prime Money Market Fund |
|
$ |
972,477 |
|
|
|
|
(1) |
|
Fiscal year ended December 31, 2009. |
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE
FOR THE PROPOSED AGREEMENTS.
21
FURTHER INFORMATION ABOUT VOTING AND THE SPECIAL MEETING
Quorum, Adjournment and Methods of Tabulation. Pursuant to the Amended and Restated Bylaws of the
Trusts, a majority of the aggregate number of shares of the Funds entitled to vote constitutes a
quorum for the transaction of business at the Special Meeting. 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 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.
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 which 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 which 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. A vote may be taken on one or more of
the proposals in this proxy statement prior to any such adjournment if sufficient votes for its
approval have been received and it is otherwise appropriate.
Required Vote. Approval of the Proposed Agreements requires the affirmative vote of the lesser of:
(a) 67% or more of the outstanding shares of the Funds 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 Funds.
No Annual Meetings; Shareholder Proposals. The Trusts Amended and Restated Agreement and
Declarations of Trust do not provide for annual meetings of shareholders, and no such meetings are
planned for 2010. The Trustees may from time to time schedule special meetings. Shareholder
proposals for inclusion in the Trusts proxy statements for any subsequent meeting must be received
by the Trusts a reasonable period of time prior to any such meeting.
Other Business. 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 the management
intends to present or knows that others will present is the business mentioned in the Notice of
Special Meeting. If any other matters lawfully come before the Special Meeting, and in all
procedural matters at said 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, or their substitutes,
present and acting at the Special Meeting.
22
Revocation of Proxies. Proxies may be revoked at any time before they are voted by (i) a written
revocation received by the Trusts, (ii) properly executing a later-dated proxy, or (iii) attending
the Special Meeting and voting in person.
Financial Information. Copies of (i) the Annual Report for BB&T Funds (except the BB&T Equity
Index Fund) dated September 30, 2009, (ii) the Annual Report for BB&T Equity Index Fund dated
December 31, 2009, and (iii) the Annual Report for BB&T Variable Insurance Funds dated December 31,
2009, and (v) Semi-Annual Reports for BB&T Funds and BB&T Variable Insurance Funds for any
subsequent semi-annual period, are available upon request and may be obtained without charge by
writing to BB&T Funds or BB&T Variable Insurance Funds, P.O. Box 9762, Providence, Rhode Island
02940-9762 or by calling 1-800-228-1872. Upon request, the Trusts will furnish, without charge, to
any of their shareholders, copies of the Trusts Annual Reports for their most recent fiscal year,
and copies of their Semi-Annual Reports for any subsequent semi-annual period, if available.
Householding. In order to reduce shareholder expenses, we may, unless you instruct otherwise, mail
only one copy of the Proxy Statement, a Funds prospectus, and each shareholder report, as
applicable, for each account to those addresses shared by two or more accounts. This process is
commonly known as householding. If you wish to receive individual copies of these documents,
please call 1-800-228-1872, or if your shares are held through a financial institution, please
contact them directly. We will begin sending your individual copies to you within 30 days of our
receipt of your request to discontinue householding.
The Fund will deliver promptly upon written or oral request a separate copy of the Proxy Statement,
a Funds Prospectus, and each shareholder report, as applicable, to a shareholder at a shared
address to which a single copy of the documents was delivered.
Other Information. Please refer to Exhibits B and C for information about shares
outstanding in the classes offered by the Funds and a list of beneficial owners known by the Trusts
to own beneficially 5% or more of the outstanding shares of any class of the Funds as of June 25,
2010, respectively.
The costs of solicitation of proxies will be borne by BB&TAM. BB&TAM has engaged Broadridge to
solicit proxies from brokers, banks, other institutional holders and individual Shareholders for a
fee of approximately $65,000. In addition to soliciting proxies by mail, Broadridge, the Trustees
and employees of the Trusts may solicit proxies in person.
If you do not expect to attend the Special Meeting, please vote by telephone or the Internet or
sign your proxy card promptly and return it in the enclosed envelope to avoid unnecessary expense
and delay. No postage is necessary.
23
INFORMATION ABOUT THE FUNDS
The Funds executive offices are located at 434 Fayetteville Street Mall, 5th Floor, Raleigh,
North Carolina 27601.
The Funds administrator is BB&TAM, located at 434 Fayetteville Street Mall, 5th Floor,
Raleigh, North Carolina, 27601. BB&TAM is a wholly owned subsidiary of BB&T, a financial holding
company that is a North Carolina corporation, headquartered in Winston-Salem, North Carolina. The
table below provides details on the aggregate amount of fees each Fund paid to BB&TAM for services
provided under the Administration Agreement during the previous fiscal year.
|
|
|
|
|
Fund |
|
Amount Paid |
BB&T Funds (fiscal year ended September 30, 2009) |
|
|
|
|
BB&T Select Equity Fund |
|
$ |
204,257 |
|
BB&T Mid Cap Value Fund |
|
$ |
150,455 |
|
BB&T Mid Cap Growth Fund(1) |
|
$ |
108,713 |
|
Sterling Capital Small Cap Value Fund |
|
$ |
16,267 |
|
BB&T Small Cap Fund(2) |
|
$ |
29,013 |
|
BB&T International Equity Fund |
|
$ |
77,247 |
|
BB&T Special Opportunities Equity Fund |
|
$ |
360,181 |
|
BB&T Equity Income Fund |
|
$ |
266,427 |
|
BB&T Equity Index Fund(3) |
|
$ |
26,645 |
|
BB&T Short U.S. Government Fund |
|
$ |
47,377 |
|
BB&T Intermediate U.S. Government Fund |
|
$ |
151,378 |
|
BB&T Total Return Bond Fund |
|
$ |
379,392 |
|
BB&T Kentucky Intermediate Tax Free Fund |
|
$ |
17,427 |
|
BB&T Maryland Intermediate Tax-Free Fund |
|
$ |
19,873 |
|
BB&T North Carolina Intermediate Tax-Free Fund |
|
$ |
136,304 |
|
BB&T South Carolina Intermediate Tax-Free Fund |
|
$ |
22,337 |
|
BB&T Virginia Intermediate Tax-Free Fund |
|
$ |
83,415 |
|
BB&T West Virginia Intermediate Tax-Free Fund |
|
$ |
73,644 |
|
BB&T National Tax-Free Money Market Fund |
|
$ |
219,076 |
|
BB&T Prime Money Market Fund |
|
$ |
1,384,902 |
|
BB&T U.S. Treasury Money Market Fund(4) |
|
$ |
892,355 |
|
BB&T Capital Manager Conservative Growth Fund |
|
$ |
0 |
|
BB&T Capital Manager Moderate Growth Fund |
|
$ |
0 |
|
BB&T Capital Manager Growth Fund |
|
$ |
0 |
|
BB&T Capital Manager Equity Fund |
|
$ |
0 |
|
|
BB&T Variable Insurance Funds (fiscal year ended December 31, 2009) |
|
|
|
|
BB&T Capital Manager Equity VIF |
|
$ |
0 |
|
BB&T Mid Cap Growth VIF(5) |
|
$ |
11,484 |
|
BB&T Select Equity VIF |
|
$ |
31,546 |
|
BB&T Special Opportunities Equity VIF |
|
$ |
32,351 |
|
BB&T Total Return Bond VIF |
|
$ |
22,364 |
|
|
|
|
(1) |
|
On February 1, 2010, the Mid Cap Growth Fund merged with and into
the Mid Cap Value Fund. |
|
|
(2) |
|
On February 1, 2010, the Small Cap Fund merged with and
into the Sterling Fund. |
|
|
(3) |
|
This Funds fiscal year ended December 31, 2009. |
|
(4) |
|
BB&TAM waived $257 of additional fees for this Fund. |
|
(5) |
|
Mid Cap Growth VIF was liquidated in February 2010. |
24
In connection with the expected Reorganization, the Boards of Trustees of the Trusts have
approved new Administration Agreements between Sterling and each Trust. Sterling will provide
services to, and receive fees from, the Funds under the new Administration Agreements. The terms
of the new Administration Agreements (including fees paid thereunder) are substantially identical
to those of the existing Administration Agreements between BB&TAM and the Trusts.
The BB&T Funds principal underwriter is BB&T AM Distributors, Inc., a Delaware Corporation
located at 760 Moore Road, King of Prussia, Pennsylvania 19406 and a wholly owned subsidiary of BNY
Mellon Distributors Inc., and an indirect wholly owned subsidiary of BNY Mellon Distributors
Holdings Inc., which is a wholly owned subsidiary of The Bank of New York Mellon Corporation.
INFORMATION ABOUT THE ADVISER AND SUB-ADVISERS
Sterling
Sterling, a subsidiary of BB&T, is located at Two Morrocroft Centre, 4064 Colony Road, Suite
300, Charlotte, NC 28211, which is also the address of each person
listed below. Since April 1, 2005, Sterling has operated as an independently managed subsidiary of BB&T,
which holds a 70% ownership interest in Sterling. Following the Reorganization, Sterling will
be a wholly owned subsidiary of BB&T. The name and
principal occupation of the principal executive officers of Sterling are as follows:
Name Principal and Occupation(s)
Alexander W. McAlister, President
Kenneth R. Cotner, Chief Compliance Officer & Chief Operating Officer
C. Thomas Clapp, Chief Investment Officer
Scott & Stringfellow
Scott & Stringfellow is a wholly owned subsidiary of BB&T and is located at 909 E. Main
Street, Richmond, Virginia 23219, which is also the address of each person listed below. The name
and principal occupation of the principal executive officers of Scott & Stringfellow are as
follows:
Name Principal and Occupation(s)
Tully Tupper, Chief Operating Officer & Director
Rufus Yates, President
Alex Cecil, Chief Compliance Officer
Randy Saufley, Chief Financial Officer
George Shipp, Chief Investment Officer
25
Artio
Artio, through an intermediary holding company, is a registered investment adviser
majority-owned by Artio Global Investors Inc (AGI). AGI conducted an initial public offering of
its common stock which resulted in its shares being listed on the New York Stock Exchange on
September 24, 2009. As of February 1, 2010, the public owns approximately 46.1% of the shares
while GAM Holding Ltd. (formerly Julius Baer Holding Ltd.) of Zurich Switzerland owns approximately
27.9% of the shares. The remaining shares are either directly or indirectly owned or controlled by
management and employees of Artio, including its key portfolio managers, Richard Pell and
Rudolph-Riad Younes.
Artio is located at 330 Madison Avenue, New York, NY 10017, which is also the address of each
person listed below. The name and principal occupation of the principal executive officers of
Artio are as follows:
Name Principal and Occupation(s)
Glen Wisher, President
Tony Williams, Chief Operating Officer
Richard Pell, Chief Executive Officer & Chief Investment Officer
Adam Spilka, General Counsel & Corporate Secretary
Francis Harte, CPA, Chief Financial Officer
Federated
Federated is a wholly owned subsidiary of FII Holdings, Inc. (a wholly owned subsidiary of
Federated Investors, Inc.) and is located at Federated Investors Tower, 1001 Liberty Avenue,
Pittsburgh, PA 15222-3779, which is also the address of each person listed below. The name and
principal occupation of the principal executive officers of Federated are as follows:
Name Principal and Occupation(s)
J. Christopher Donahue, Trustee & Chairman, Federated Investors Inc.
John B. Fisher, Trustee, President & CEO, Federated Investment Management Company
Thomas R. Donahue, Trustee & Treasurer, Federated Investment Management Company
Mark D. Olson, Trustee, Federated Investment Management Company
Andrew G. Bonnewell, Secretary, Federated Investment Management Company
Brian P. Bouda, Chief Compliance Officer, Federated Investment Management Company
Deborah A. Cunningham, Chief Investment Officer, Taxable Money Markets
Mary Jo Ochson, Chief Investment Officer, Tax-Free Money Markets
Robert J. Ostrowski, Chief Investment Officer, Taxable Fixed Income
Sterling and Scott & Stringfellow do not advise or subadvise other investment companies that
have investment objectives similar to their respective Funds. The following tables show other
investment companies advised or sub-advised by each of Artio and Federated with investment
objectives similar to those of their respective Funds.
26
Artio
|
|
|
|
|
|
|
|
|
|
|
ASSETS UNDER |
OTHER FUNDS MANAGED |
|
|
|
MANAGEMENT* |
BY THE ADVISER |
|
MANAGEMENT FEE |
|
(as of 3/31/10) |
Wilmington
Multi-Manager
International Fund
|
|
0.50%
|
|
$ |
40.49 |
|
ING Artio Foreign Portfolio
|
|
If aggregate assets
between ING Artio Foreign
Portfolio & ING Foreign
Fund are greater than $500
million: 0.40% on net
assets. If aggregate
assets between these
accounts is below $500
million, then the fee is
0.45% on net assets.
|
|
$ |
1,044.18 |
|
ING Foreign Fund
|
|
If aggregate assets
between ING Artio Foreign
Portfolio & ING Foreign
Fund are greater than $500
million: 0.40% on net
assets. If aggregate
assets between these
accounts is below $500
million, then the fee is
0.45% on net assets.
|
|
$ |
209.37 |
|
Artio International Stock
Portfolio
|
|
0.80% on the first $20
million
0.60% on the next $20
million
0.50% on the next $60
million
0.40% thereafter
|
|
$ |
1,161.90 |
|
Eagle International Equity
Fund
|
|
0.45% on first $100 million
0.40% thereafter
|
|
$ |
105.88 |
|
|
|
|
* |
|
Assets are in $ millions. |
Federated
|
|
|
|
|
|
|
|
|
|
|
MANAGEMENT |
|
ASSETS UNDER MANAGEMENT |
OTHER FUNDS MANAGED BY THE SUB-ADVISER |
|
FEE |
|
(as of 6/30/10) |
BB&T National Tax-Free Money Market Fund |
|
|
|
|
|
|
|
|
Federated Municipal Cash Series |
|
|
0.50 |
% |
|
$ |
461,028,405 |
|
Federated Municipal Obligations Fund |
|
|
0.20 |
% |
|
$ |
5,410,185,240 |
|
Federated Municipal Trust |
|
|
0.30 |
% |
|
$ |
927,781,136 |
|
Federated Tax-Free Money Market Fund |
|
|
0.50 |
% |
|
$ |
4,039,594,436 |
|
Federated Tax-Free Obligations Fund |
|
|
0.20 |
% |
|
$ |
10,191,945,576 |
|
Federated Tax-Free Trust |
|
|
0.40 |
%(1) |
|
$ |
133,774,469 |
|
27
|
|
|
|
|
|
|
|
|
|
|
MANAGEMENT |
|
ASSETS UNDER MANAGEMENT |
OTHER FUNDS MANAGED BY THE SUB-ADVISER |
|
FEE |
|
(as of 6/30/10) |
BB&T Prime Money Market Fund |
|
|
|
|
|
|
|
|
Federated Automated Cash Management Trust |
|
|
0.50 |
% |
|
$ |
2,857,221,479 |
|
Federated Capital Reserves Fund |
|
|
0.30 |
% |
|
$ |
10,906,398,678 |
|
Federated Master Trust |
|
|
0.40 |
%(1) |
|
$ |
110,693,078 |
|
Federated Money Market Management |
|
|
0.20 |
% |
|
$ |
30,353,584 |
|
Federated Prime Cash Obligations Fund |
|
|
0.20 |
% |
|
$ |
18,508,471,947 |
|
Federated Prime Cash Series |
|
|
0.50 |
% |
|
$ |
4,637,424,803 |
|
Federated Prime Management Obligations Fund |
|
|
0.20 |
% |
|
$ |
2,486,047,028 |
|
Federated Prime Obligations Fund |
|
|
0.20 |
% |
|
$ |
40,745,373,711 |
|
Federated Prime Value Obligations Fund |
|
|
0.20 |
% |
|
$ |
8,371,634,753 |
|
Nationwide Money Market Fund (SA) |
|
|
0.10 |
% |
|
$ |
2,105,324,396 |
|
NVIT Money Market Fund (SA) |
|
|
0.10 |
% |
|
$ |
2,509,045,591 |
|
|
|
|
(1) |
|
Under the investment advisory contract, Federated will waive to the extent
of its management fee, the amount, if any, by which this funds aggregate annual
operating expenses, including the management fee, but excluding interest, taxes,
brokerage commissions, federal and state registration fees, withholding taxes, and
extraordinary expenses, exceed 0.45% of its average daily assets. Shareholders must
approve any changes to the contractual waiver/reimbursement. |
The Adviser and Sub-Advisers may place orders pursuant to their investment determinations
for the Funds or Sub-Advised Funds, respectively, either directly with the issuer or with any
broker or dealer. In placing orders, the Adviser and Sub-Advisers will consider the experience and
skill of the firms securities traders, as well as the firms financial responsibility and
administrative efficiency. The Adviser and Sub-Advisers will attempt to obtain the best price and
the most favorable execution of their orders. Consistent with these obligations, the Adviser or
Sub-Advisers may, subject to the approval of the Boards, select brokers on the basis of the
research, statistical and pricing services they provide to the Funds and Sub-Advised Funds,
respectively. A commission paid to such brokers may be higher than that which another qualified
broker would have charged for effecting the same transaction, provided that the Adviser or
Sub-Advisers determine in good faith that such transaction is reasonable in terms either of the
transaction or the overall responsibility of the Adviser or Sub-Advisers to their respective Funds
and to their other clients and that the total commissions paid by each Fund will be reasonable in
relation to the benefits to the Fund over the long term.
No Trustee of the Trusts has made a purchase or sale of any securities, or has had any
material interest, direct or indirect, in any material transaction since the beginning of the most
recently completed fiscal year or any material proposed transaction to which the Adviser, a
Sub-Adviser, any Parent2 or Subsidiary3 of the Adviser or a Sub-Adviser
(other than another fund) or
|
|
|
2 |
|
A Parent is defined herein as an affiliated
person of a specified person who controls the specified person directly or
indirectly through one or more intermediaries. |
|
3 |
|
A Subsidiary is defined herein as an
affiliated person of a specified person who is controlled by the specified
person directly, or indirectly through one or more intermediaries. |
28
any Subsidiary of the Parent of such entities was or is to be a party.
No officer or Trustee of the Trusts is an officer, employee, director, general partner or
shareholder of the Adviser or a Sub-Adviser. No officer or Trustee owns securities or has any
other material direct or indirect interest in the Adviser or a Sub-Adviser or any other person controlling, controlled by or under
common control with the Adviser or a Sub-Adviser.
Portfolio Transactions
The table below provides information on the aggregate amount of commissions paid by a Fund to
a broker that is (i) an affiliated person of the Funds, (ii) an affiliated person of such person or
(iii) an affiliated person of which is an affiliated person of the Funds, a Sub-Adviser, Sterling,
BB&TAM, or BB&T AM Distributors, Inc. (collectively, Affiliated Brokers) and the percentage of a
Funds aggregate brokerage commissions paid to any such Affiliated Broker during the previous
fiscal year.
|
|
|
|
|
|
|
|
|
|
|
Aggregate Brokerage |
|
Percentage of Aggregate |
|
|
Commission Paid to an |
|
Brokerage Commissions Paid to |
Fund |
|
Affiliated Broker |
|
an Affiliated Broker |
BB&T Funds (fiscal year ended September 30, 2009 |
|
|
|
|
|
|
|
|
BB&T Equity Income Fund |
|
$ |
186,369 |
|
|
|
34.8 |
% |
BB&T Special Opportunities Equity Fund |
|
$ |
462,682 |
|
|
|
47.1 |
% |
|
BB&T Variable Insurance Funds
(fiscal year ended December 31, 2009) |
|
|
|
|
|
|
|
|
BB&T Special Opportunities Equity VIF |
|
$ |
32,105 |
|
|
|
49.0 |
% |
July 27, 2010
YOUR VOTE IS IMPORTANT. YOU CAN HELP THE FUNDS AVOID THE NECESSITY AND EXPENSE OF SENDING
FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY VOTING BY TELEPHONE OR THE INTERNET OR MARKING,
SIGNING, DATING AND RETURNING THE ENCLOSED PROXY. (THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.)
IF YOU ARE UNABLE TO ATTEND THE SPECIAL MEETING, PLEASE BE SURE TO VOTE SO THAT THE NECESSARY
QUORUM MAY BE REPRESENTED AT THE SPECIAL MEETING.
29
EXHIBIT A
FORM OF PROPOSED ADVISORY AND SUB-ADVISORY AGREEMENTS
FORM OF INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of [ ], 2010 between BB&T [Funds/Variable Insurance Funds], a
Massachusetts business trust (hereinafter called the Trust), and Sterling Capital Management LLC,
a subsidiary of BB&T Corporation (hereinafter called the Investment Adviser).
WHEREAS, the Trust is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (1940 Act); and
WHEREAS, the Trust desires to retain the Investment Adviser to furnish certain investment
advisory and related services described below in connection with the management of each of the
investment portfolios of the Trust identified on Schedule A hereto (the Funds), and the
Investment Adviser represents that it is willing and possesses legal authority to so furnish such
services;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is
agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints the Investment Adviser to act as investment
adviser to the Funds for the period and on the terms set forth in this Agreement. The Investment
Adviser accepts such appointment and agrees to furnish the services herein set forth for the
compensation herein provided.
2. Delivery of Documents. The Trust has furnished the Investment Adviser with copies
properly certified or authenticated of each of the following documents:
(a) the Trusts Amended and Restated Agreement and Declaration of Trust, dated June 2, 2007,
as amended, and filed with the Secretary of State of The Commonwealth of Massachusetts, and all
amendments thereto or restatements thereof (such Agreement and Declaration of Trust, as presently
in effect and as it shall from time to time be amended or restated, is herein called the
Declaration of Trust);
(b) the Trusts Bylaws and amendments thereto;
(c) resolutions of the Trusts Board of Trustees authorizing the appointment of the
Investment Adviser and approving this Agreement;
(d) the Trusts original Notification of Registration on Form N-8A under the 1940 Act as
filed with the Securities and Exchange Commission on June 30, 1992 and all amendments thereto;
30
(e) the Trusts current Registration Statement on Form N-lA under the Securities Act of 1933,
as amended (1933 Act), and under the 1940 Act as filed with the Securities and Exchange
Commission; and
(f) the Funds most recent prospectuses and the Trusts Statement of Additional Information
relating to the Funds (such prospectuses and Statement of Additional Information, as presently in
effect, and all amendments and supplements thereto are herein collectively called the
Prospectus).
The Trust will promptly furnish the Investment Adviser with copies of all amendments of or
supplements to the foregoing documents.
3. Management. Subject to the supervision of the Trusts Board of Trustees, the
Investment Adviser will provide or cause to be provided a continuous investment program for each
Fund identified on Schedule A hereto, including investment research and management with respect to
all securities and investments and cash equivalents in such Funds. The Investment Adviser will
determine or cause to be determined from time to time what securities and other investments will be
purchased, retained or sold by the Trust with respect to each Fund identified on Schedule A hereto
and will place or cause to be placed orders for purchase and sale on behalf of the Trust with
respect to such Fund.
The Investment Adviser will provide the services under this Agreement in accordance with each
Funds investment objective, policies and restrictions as stated in the Prospectuses, resolutions
of the Trusts Board of Trustees, and any undertakings with state or other regulatory authorities
which are provided by the Trust to the Investment Adviser. The Investment Adviser further agrees
that it:
(a) will use the same skill and care in providing such services as it uses in providing
services to fiduciary accounts for which it has investment responsibilities;
(b) will comply in all material respects with all applicable Rules and Regulations of the
Securities and Exchange Commission under the Investment Company Act of 1940 and in addition will
conduct its activities under this Agreement in accordance with any applicable regulations
pertaining to the investment advisory activities of the Investment Adviser;
(c) will not make loans to any person to purchase or carry units of beneficial interest
(shares) in the Trust or make loans to the Trust;
(d) will place or cause to be placed orders for the Funds identified on Schedule A hereto
either directly with the issuer or with any broker or dealer and, in placing orders with brokers
and dealers, the Investment Adviser or any sub-investment adviser employed by the Investment
Adviser will attempt to obtain prompt execution of orders in an effective manner at the most
favorable price. Consistent with this obligation, when the execution and price offered by two or
more brokers or dealers are comparable, Investment Adviser or any sub-investment adviser employed
by the Investment Adviser may, in its discretion, purchase and sell portfolio securities to and
from brokers and dealers who provide
31
the
Investment Adviser or any such sub-investment adviser with research advice and other services. In no instance will portfolio
securities be purchased from or sold to the principal distributor of the Trust (the Distributor),
the Investment Adviser, any sub-investment adviser employed by the Investment Adviser, or any
affiliated person (as defined in the Investment Company Act of 1940) of either the Trust, the
Distributor, the Investment Adviser, or any sub-investment adviser employed by the Investment
Adviser.
(e) will treat confidentially and as proprietary information of the Trust all records and
other information relative to the Trust and prior, present, or potential shareholders of the Trust
learned by, or disclosed to, the Investment Adviser in the course of its performance of its
responsibilities and duties under this Agreement, and will not use such records and information for
any purpose other than performance of its responsibilities and duties hereunder, except after prior
notification to and approval in writing by the Trust, which approval shall not be unreasonably
withheld and may not be withheld where the Investment Adviser may be exposed to civil, regulatory,
or criminal sanctions for failure to comply when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust; and
(f) will maintain its policy and practice of conducting its fiduciary functions
independently. In making investment recommendations for the Trust, the Investment Advisers
personnel will not inquire or take into consideration whether the issuers of securities proposed
for purchase or sale for the Trusts account are customers of the Investment Adviser, or the
parents or subsidiaries or affiliates of the Investment Adviser unless so required by applicable
law. In dealing with its customers, the Investment Adviser and its parents, subsidiaries, and
affiliates will not inquire or take into consideration whether securities of those customers are
held by the Trust.
4. Use of Sub-Investment Adviser. The Investment Adviser may, subject to the
approvals required under the 1940 Act, employ a sub-investment adviser to assist the Investment
Adviser in the performance of its duties under this Agreement. Such use does not relieve the
Investment Adviser of any duty or liability it would otherwise have under this Agreement.
Compensation of any such sub-investment adviser for services provided and expenses assumed under
any agreement between the Investment Adviser and such sub-investment adviser permitted under this
paragraph is the sole responsibility of the Investment Adviser.
5. Master/Feeder Arrangements. Notwithstanding paragraph 3 and Schedule A hereof, the
Investment Adviser may invest all of the assets of a fund commencing operations on or after May 4,
2000 in the shares of an investment company that has an investment objective substantially similar
to that of the investing fund (a Master Fund). When such an investment has been made, the
Adviser shall have no day-to-day management responsibilities regarding the fund so invested, but
shall have general oversight and shall advise the Board of Trustees of the Trust if investment in
the Master Fund is no longer an appropriate means of achieving the investing funds investment
objective. The Investment Adviser shall be entitled to no fee with respect to assets invested in a
Master Fund.
6. Compliance Certification. The Investment Adviser shall provide a certification that
its policies and procedures are reasonably designed to prevent violations of the Advisers Act, as
is reasonably requested by the Trust. In addition, the Investment Adviser will provide
32
annually a written report of its policies and procedures reasonably designed to prevent
violations of the Advisers Act to enable the Trust to fulfill its obligations under Rule 38a-1 of
the 1940 Act. The summary report will describe the Investment Advisers policies and procedures as
they relate to the services it provides to the Funds, the types of compliance risks material to the
Funds, and will discuss the adequacy of the Investment Advisers compliance controls.
7. Services Not Exclusive. The investment management services furnished by the
Investment Adviser hereunder are not to be deemed exclusive. Except to the extent necessary to
perform the Investment Advisers obligations under this Agreement, nothing herein shall be deemed
to limit or restrict the right of the Investment Adviser, or any subsidiary or affiliate of the
Investment Adviser, or any employee of the Investment Adviser, to engage in any other business or
to devote time and attention to any other business, whether of a similar or dissimilar nature, or
to render services of any kind to any other person. The Investment Adviser acts as adviser to
other clients and may give advice, and take action, with respect to any of those which may differ
from the advice given, or the timing or nature of action taken, with respect to the Funds. The
Investment Adviser shall have no obligation to recommend the purchase or sale of any securities on
the basis of any information known to it or any of its officers or employees where the utilization
of such information, might, in the Investment Advisers opinion, constitute a violation of any
federal or state laws, rules or regulations. The Trust acknowledges that transactions in a
specific security may not be accomplished for all client accounts at the same time or at the same
price.
8. Books and Records. In compliance with the requirements of Rule 3la-3 under the
1940 Act, the Investment Adviser hereby agrees that all records which it maintains for the Trust
are the property of the Trust and further agrees to surrender promptly to the Trust any of such
records upon the Trusts request. The Investment Adviser further agrees to preserve for the
periods prescribed by Rule 3la-2 under the 1940 Act the records required to be maintained by Rule
3la-1 under the 1940 Act.
9. Expenses. During the term of this Agreement, the Investment Adviser will pay all
expenses incurred by it in connection with its activities under this Agreement other than the cost
of securities (including brokerage commissions or charges, if any) purchased for the Trust. The
Trust will be responsible for all of the Trusts expenses and liabilities.
10. Compensation. For the services provided and the expenses assumed pursuant to this
Agreement, each of the Funds will pay the Investment Adviser and the Investment Adviser will accept
as full compensation therefor a fee computed daily and paid monthly on the first business day of
each month equal to the lesser of (i) the fee at the applicable annual rate set forth on Schedule A
hereto or (ii) such fee as may from time to time be agreed upon in writing by the Trust and the
Investment Adviser. If the fee payable to the Investment Adviser pursuant to this paragraph begins
to accrue after the beginning of any month or if this Agreement terminates before the end of any
month, the fee for the period from such date to the end of such month or from the beginning of such
month to the date of termination, as the case may be, shall be prorated according to the proportion
which such period bears to the full month in which such effectiveness or termination occurs. For
purposes of calculating fees, the value of a Funds net assets shall be computed in the manner
specified in the Prospectus and the Trusts Declaration of
Trust for the computation of the value of the Funds net assets in connection with the
determination of the net asset value of the Funds shares.
33
If in any fiscal year the aggregate expenses (as defined under the securities regulations of
any state having jurisdiction over the Trust) of any of the Funds of the Trust exceed the expense
limitations of any such state, the Investment Adviser will make payment to the Trust for a portion
of such excess expenses equal to such excess times the ratio of the aggregate fees otherwise
payable by the Fund to the Investment Adviser under this Investment Advisory Agreement to the
aggregate fees otherwise payable by the Fund (1) to the Investment Adviser under this Investment
Advisory Agreement with the Trust and (2) to the administrator of the Trust (the Administrator)
under the Administration Agreement between the Administrator and the Trust. The obligation of the
Investment Adviser to make payment to the Trust hereunder is limited in any fiscal year to the
amount of the fee received by the Investment Adviser from the Fund for investment advisory or
consulting services for such fiscal year, provided, however, that notwithstanding the foregoing,
the Investment Adviser shall make payment to the Trust for such proportion of such excess expenses
regardless of the amount of fees received by it during such fiscal year to the extent that the
securities regulations of any state having jurisdiction over the Trust so require. Such expense
reimbursement, if any, will be estimated daily and reconciled and paid on a monthly basis.
11. Limitation of Liability. The Investment Adviser shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the Funds in connection with the
performance of this Agreement, except a loss resulting from a breach of fiduciary duty under the
Investment Company Act of 1940 with respect to the receipt of compensation for services or a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of the Investment
Adviser in the performance of its duties or from reckless disregard by it of its obligations and
duties under this Agreement. In no case shall the Investment Adviser be liable for actions taken
or nonactions with respect to the performance of services under this Agreement based upon specific
information, instructions, or requests given or made to the Investment Adviser by an officer of the
Trust thereunto duly authorized. Any suggested limitations on liability shall not relieve the
Adviser from any responsibility or liability the Adviser may have under federal statutes.
12. Duration and Termination. This Agreement will become effective as to a particular
Fund as of the date first written above, provided that it shall have been approved by vote of a
majority of the outstanding voting securities of such Fund, in accordance with the requirements
under the 1940 Act, and, unless sooner terminated as provided herein, shall continue in effect
until October 31, 2011. Thereafter, if not terminated, this Agreement shall continue in effect as
to a particular Fund for successive periods of twelve months each ending on October 31 of each
year, provided such continuance is specifically approved at least annually (a) by the vote
of a majority of those members of the Trusts Board of Trustees who are not parties to this
Agreement or interested persons of any party to this Agreement, cast in person at a meeting called
for the purpose of voting on such approval, and (b) by the vote of a majority of the Trusts Board
of Trustees or by the vote of a majority of the outstanding voting securities of such Fund.
Notwithstanding the foregoing, this Agreement may be terminated as to a particular Fund at any
34
time
on sixty days written notice, without the payment of any
penalty, by the Trust (by vote of the Trusts Board of Trustees or by vote of a majority of the outstanding voting
securities of such Fund) or by the Investment Adviser. This Agreement will immediately terminate
in the event of its assignment. (As used in this Agreement, the terms majority of the outstanding
voting securities, interested persons and assignment shall have the same meaning of such terms
in the 1940 Act.)
13. Amendment of this Agreement. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is sought.
14. Miscellaneous. The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or otherwise affect
their construction or effect.
If any provision of this Agreement shall be held or made invalid by a court decision, statute,
rule or otherwise, the remainder of this Agreement shall not be affected thereby.
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and shall be governed by the laws of The Commonwealth of Massachusetts.
The names BB&T [Funds/Variable Insurance Funds] and Trustees of BB&T [Funds/Variable
Insurance Funds] refer respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under an Amended and Restated Agreement and
Declaration of Trust dated as of June 2, 2007 to which reference is hereby made and a copy of which
is on file at the office of the Secretary of State of The Commonwealth of Massachusetts and
elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed.
The obligations of BB&T [Funds/Variable Insurance Funds] or any series thereof entered into in
the name or on behalf thereof by any of the Trustees, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the Trustees, shareholders or
representatives of the Trust personally, but bind only the assets of the Trust, and all persons
dealing with any series of shares of the Trust must look solely to the assets of the Trust
belonging to such series for the enforcement of any claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
officers designated below as of the day and year first above written.
|
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BB&T [Funds/Variable Insurance Funds]
|
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By: |
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Title: |
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Sterling Capital Management LLC
|
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By: |
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Title: |
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35
FORM OF SUB-ADVISORY AGREEMENT
AGREEMENT dated as of [ ], 2010 between Sterling Capital Management LLC, a North
Carolina limited liability company with an office in Raleigh, North Carolina (herein called the
Investment Adviser) and [insert sub-adviser], a [insert state and business association type] with
an office in [insert location] (herein called the Sub-Adviser).
WHEREAS, the Investment Adviser is the investment adviser to BB&T [Funds/Variable Insurance
Funds], a Massachusetts business trust (herein called the Trust), an open-end management
investment company registered under the Investment Company Act of 1940, as amended (40 Act); and
WHEREAS, the Investment Adviser wishes to retain the Sub-Adviser to assist the Investment
Adviser in providing investment advisory services in connection with such portfolios of the Trust
as now or hereafter may be identified on Schedule A hereto as such Schedule may be amended from
time to time with the consent of the parties hereto (each herein called a Fund).
WHEREAS, the Sub-Adviser is willing to provide such services to the Investment Adviser upon
the terms and conditions and for the compensation set forth below.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and
intending to be legally bound hereby, it is agreed between the parties hereto as follows:
1. Appointment. the Investment Adviser hereby appoints the Sub-Adviser its
sub-adviser with respect to the Fund as provided for in the Investment Advisory Agreement between
the Investment Adviser and the Trust dated as of [ ], 2010 (such Agreement or the most recent
successor advisory agreement between such parties is herein called the Advisory Agreement). The
Sub-Adviser accepts such appointment and agrees to render the services herein set forth for the
compensation herein provided.
2. Delivery of Documents. The Investment Adviser shall provide to the Sub-Adviser
copies of the Trusts most recent prospectus and statement of additional information (including
supplements thereto) which relate to any class of shares representing interests in the Fund (each
such prospectus and statement of additional information as presently in effect, and as they shall
from time to time be amended and supplemented, is herein respectively called a Prospectus and a
Statement of Additional Information).
3. Sub-Advisory Services to the Funds.
(a) Subject to the supervision of the Investment Adviser, the Sub-Adviser will supervise the
day-to-day operations of the Fund and perform the following services: (i) provide investment
research and credit analysis concerning the Funds investments; (ii) conduct a
36
continual program of investment of the Funds assets; (iii) place orders for all purchases and
sales of the investments made for the Fund; (iv) maintain the books and records required in
connection with its duties hereunder; and (v) keep the Investment Adviser informed of developments
materially affecting the Fund.
(b) The Sub-Adviser will use the same skill and care in providing such services as it uses in
providing services to fiduciary accounts for which it has investment responsibilities; provided
that, notwithstanding this Paragraph 3(b), the liability of the Sub-Adviser for actions taken and
non-actions with respect to the performance of services under this Agreement shall be subject to
the limitations set forth in Paragraph 11(a) of this Agreement.
(c) The Sub-Adviser will communicate to the Investment Adviser and to the Trusts custodian
and Fund accountants as instructed by the Investment Adviser on each day that a purchase or sale of
a security is effected for the Fund (i) the name of the issuer, (ii) the amount of the purchase or
sale, (iii) the name of the broker or dealer, if any, through which the purchase or sale will be
affected, (iv) the CUSIP number of the security, if any, and (v) such other information as the
Investment Adviser may reasonably require for purposes of fulfilling its obligations to the Trust
under the Advisory Agreement.
(d) The Sub-Adviser will provide the services rendered by it hereunder in accordance with [the
Sub-Advisers Investment Guidelines described in Exhibit A hereto subject at all times to the terms
of this agreement and (This language included only in Artios Proposed Sub-Advisory Agreement)]
the Funds investment objectives, policies and restrictions as stated in the Prospectus and
Statement of Additional Information.
(e) The Sub-Adviser will not make loans, other than margin loans, to any person to purchase or
carry shares in the Trust or make loans to the Trust.
(f) The Sub-Adviser will maintain records of the information set forth in Paragraph 3(c)
hereof with respect to the securities transactions of the Fund and will furnish the Trusts Board
of Trustees with such periodic and special reports as the Board may reasonably request.
(g) The Sub-Adviser will promptly review all (1) reports of current security holdings in the
Fund, (2) summary reports of transactions and pending maturities (including the principal, cost and
accrued interest on each portfolio security in maturity date order) and (3) current cash position
reports (including cash available from portfolio sales and maturities and sales of the Funds
shares less cash needed for redemptions and settlement of portfolio purchases), all within a
reasonable time after receipt thereof from the Trust and will report any errors or discrepancies in
such reports to the Trust or its designee within three (3) business days after discovery of such
discrepancies.
37
[This paragraph included only in Artios Proposed Sub-Advisory Agreement.]
[(h) To the extent that exchange-traded futures and over-the-counter derivatives
transactions are permissible investments for the BB&T
International Equity Fund as set forth in the Funds Prospectus and Statement of Additional Information and in accordance with
the 40 Act, the Investment Adviser, on behalf of the BB&T International Equity Fund, authorizes the
Sub-Adviser to enter into brokerage agreements with one or more futures brokers and to enter into
master netting agreements with one or more professional counterparties as agent on behalf of the
BB&T International Equity Fund. In connection with such transactions, the Sub-Adviser is
authorized to pledge collateral or margin in accordance with the BB&T International Equity Funds
applicable requirements and restrictions as set forth in the Funds Prospectus and Statement of
Additional Information and in accordance with the 40 Act.]
4. Brokerage. The Sub-Adviser may place orders pursuant to its investment
determinations for the Fund either directly with the issuer or with any broker or dealer. In
placing orders, the Sub-Adviser will consider the experience and skill of the firms securities
traders, as well as the firms financial responsibility and administrative efficiency. The
Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders.
Consistent with these obligations, the Sub-Adviser may, subject to the approval of the Board of
Trustees of the Trust, select brokers on the basis of the research, statistical and pricing
services they provide to the Fund. A commission paid to such brokers may be higher than that which
another qualified broker would have charged for effecting the same transaction, provided that the
Sub-Adviser determines in good faith that such transaction is reasonable in terms either of the
transaction or the overall responsibility of the Sub-Adviser to the Fund and its other clients and
that the total commissions paid by the Fund will be reasonable in relation to the benefits in the
Fund over the long term.
5. Compliance with Laws: Confidentiality: Conflicts of Interest.
(a) The Sub-Adviser agrees that it will comply with all applicable laws, rules and regulations
of all federal and state regulatory agencies having jurisdiction over the Sub-Adviser in
performance of its duties hereunder (herein called the Rules).
(b) The Sub-Adviser will treat confidentially and as proprietary information of the Trust all
records and information relative to the Trust and prior, present or potential shareholders, and
will not use such records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to and approval in writing
by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the
Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities, or when so requested by the
Trust.
(c) The Sub-Adviser will maintain a policy and practice of conducting sub-advisory services
hereunder independently of its broker-dealer operations or banking operations of its affiliates.
In making investment recommendations for the Fund, the Sub-Advisers personnel will not inquire or
take into consideration whether the issuers of securities proposed for purchase or sale for the
Funds account are its customers or bank customers of the Sub-Advisers affiliates unless so
required by applicable law. In dealing with their customers, affiliates of Sub-Adviser will not
inquire or take into consideration whether securities of those customers are held by the Fund.
38
6. Control by Trusts Board of Trustees. Any recommendations concerning the Funds
investment program proposed by the Sub-Adviser to the Fund and the Investment Adviser pursuant to
this Agreement, as well as any other activities undertaken by the Sub-Adviser on behalf of the Fund
pursuant thereto shall at all times be subject to any applicable directives of the Board of
Trustees of the Trust.
7. Services Not Exclusive. The Sub-Advisers services hereunder are not deemed to be
exclusive, and the Sub-Adviser shall be free to render similar or dissimilar services to others so
long as its services under this Agreement are not impaired thereby. [The Investment Adviser
recognizes that the Sub-Adviser remains bound by certain non-compete clauses that restrict the
Sub-Adviser from providing advice to funds that are offered or otherwise sold or distributed
through certain broker-dealers. The Sub-Adviser may terminate this Agreement upon 90 days written
notice upon Sub-Advisers sole determination that there exists (a) a wholesale distribution
arrangement involving this Fund or (b) that the Fund is actively marketed or sold through
broker-dealers to persons who are otherwise non-clients of BB&T Funds. (This language included
only in Artios Proposed Sub-Advisory Agreement).]
8. Books and Records. In compliance with the requirements of Rule 31a-3 of the Rules,
and any other applicable Rule, the Sub-Adviser hereby agrees that all records which it maintains
for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust
any such records upon the Trusts request. The Sub-Adviser further agrees to preserve for the
periods prescribed by Rule 31a-2 and any other applicable Rule, the records required to be
maintained by the Sub-Adviser hereunder pursuant to Rule 31a-1 and any other applicable Rule.
9. Expenses. During the term of this Agreement, the Sub-Adviser will bear all expenses
incurred by it in connection with the performance of its services under this Agreement other than
the cost of securities (including brokerage commissions, if any) purchased for the Fund.
Notwithstanding the foregoing, the Sub-Adviser shall not bear expenses related to the operation of
the Trust or any Fund including, but not limited to, taxes, interest, brokerage fees and
commissions and any extraordinary expense items.
10. Compensation.
(a) For the services provided and the expenses assumed pursuant to this Agreement, the
Investment Adviser will pay the Sub-Adviser and the Sub-Adviser will accept as full compensation
therefor a fee computed daily and paid monthly in arrears on the first business day of each month
equal to the lesser of (i) the fee at the applicable annual rates set forth on Schedule A hereto or
(ii) such fee as may from time to time be agreed upon in writing by the Investment Adviser and the
Sub-Adviser. If the fee payable to the Sub-Adviser pursuant to this paragraph begins to accrue
after the beginning of any month or if this Agreement terminates before the end of any month, the
fee for the period from such
39
date to
the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be
prorated according to the proportion which such period bears to the full month in which such
effectiveness or termination occurs. For purposes of calculating fees, the value of a Funds net
assets shall be computed in the manner specified in the Prospectus and the Trusts Declaration of
Trust for the computation of the value of the Funds net assets in connection with the
determination of the net asset value of the Funds shares. Payment of said compensation shall be
the sole responsibility of the Investment Adviser and shall in no way be an obligation of the Fund
or of the Trust.
(b) The obligation of the Investment Adviser to pay the above described fee to the Sub-Adviser
will begin as of the date of the initial public sale of shares of the Fund.
11. Limitation of Liability.
(a) The Sub-Adviser shall not be liable for any error of judgement or mistake of law or for
any loss suffered by the Investment Adviser, the Trust or the Fund in connection with the matters
to which Agreement relates, except that Sub-Adviser shall be liable to the Investment Adviser for a
loss resulting from a breach of fiduciary duty by Sub-Adviser under the 40 Act with respect to the
receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or
gross negligence on the part of Sub-Adviser in the performance of its duties or from reckless
disregard by it of its obligations or duties under this Agreement. In no case shall the
Sub-Adviser be liable for actions taken or non-actions with respect to the performance of services
under this Agreement based upon specific information, instructions or requests given or made to the
Sub-Adviser by the Investment Adviser.
(b) The Investment Adviser shall be responsible at all times for supervising the Sub-Adviser,
and this Agreement does not in any way limit the duties and responsibilities that the Investment
Adviser has agreed to under the Advisory Agreement.
12. Duration and Termination. This Agreement shall become effective as of the date
hereof provided that it shall have been approved by vote of a majority of the outstanding voting
securities of the Fund and, unless sooner terminated as provided herein, shall continue with
respect to the Fund until October 31, 2011. Thereafter, if not terminated, this Agreement shall
continue in effect for successive 12-month periods ending on October 31st of each year, provided
such continuance is specifically approved at least annually (a) by the vote of a majority of those
members of the Board of Trustees of the Trust who are not parties to this Agreement or interested
persons of the Trust or any such party, cast in person at a meeting called for the purpose of
voting on such approval, and (b) by the Board of Trustees of the Trust or by vote of a majority of
the outstanding voting securities of the Fund; provided, however, that this
Agreement may be terminated with respect to the Fund (i) by the Trust at any time without the
payment of any penalty by the Board of Trustees of the Trust, (ii) by vote of a majority of the
outstanding voting securities of the Fund, (iii) by the Investment Adviser on 60 days written
notice to the Sub-Adviser or (iv) by the Sub-Adviser on 60 days written notice to the Investment
Adviser. This Agreement will also immediately terminate in the event of its assignment. (As used
in this Agreement, the terms majority of the outstanding voting securities, interested person
and assignment shall have the same meaning as such terms have in the 40 Act.)
40
13. Amendment of this Agreement. No provision of this Agreement may be changed,
discharged or terminated orally, but only by an instrument in writing signed by the party against
which enforcement of the change, discharge or termination is sought.
14. Miscellaneous. The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any provisions hereof or otherwise affect their
construction or effect. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement shall not be effected
thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties herein
and their respective successors and shall be governed by Massachusetts law.
41
The names BB&T [Funds/Variable Insurance Funds] and Trustees of BB&T [Funds/Variable
Insurance Funds] refer respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under an Agreement and Declaration of Trust
dated as of June 2, 2007 to which reference is hereby made and a copy of which is on file at the
office of the Secretary of State of The Commonwealth of Massachusetts and elsewhere as required by
law, and to any and all amendments thereto so filed or hereafter filed. The obligations of BB&T
[Funds/Variable Insurance Funds] entered into in the name or on behalf thereof by any of the
Trustees, representatives or agents are made not individually, but in such capacities, and are not
binding upon any of the Trustees, shareholders or representatives of the Trust personally, but bind
only the assets of the Trust, and all persons dealing with any series of shares of the Trust must
look solely to the assets of the Trust belonging to such series for the enforcement of any claims
against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
officers designated below as of the day and year first above written.
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STERLING CAPITAL MANAGEMENT LLC
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By: |
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Name: |
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Title: |
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[SUB-ADVISER]
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By: |
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Name: |
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Title: |
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42
FORM OF
SUBADVISORY AGREEMENT
This Subadvisory Agreement (this Agreement) is entered into as of the ___th day of
, 2010, by
and between Sterling Capital Management LLC, a North Carolina limited liability company with an
office in Raleigh, North Carolina (herein called the Adviser) and Federated Investment Management
Company, a Delaware business trust (FIMC).
Recitals:
A. |
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The Adviser has entered into an advisory agreement dated [ ], 2010, (the Advisory
Agreement) with BB&T Funds, a Massachusetts business trust (the Company), pursuant to which
the Adviser provides portfolio management services to the series of the Company set forth on
Schedule 1 to this Agreement (each a Fund and collectively the Funds); |
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B. |
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The Advisory Agreement provides that the Adviser may delegate any or all of its portfolio
management responsibilities under the Advisory Agreement to one or more subadvisers; and |
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C. |
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The Adviser and the Board of Directors (the Board) of the Company desire to retain FIMC to
render portfolio management services in the manner and on the terms set forth in this
Agreement. |
Agreement:
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this
Agreement, the Adviser and FIMC agree as follows:
SECTION 1. Appointment of Subadviser.
The Adviser hereby appoints FIMC as subadviser for each Fund and authorizes FIMC, in its discretion
and without prior consultation with the Adviser, to invest and manage each Funds portfolio of
Securities in accordance with such Funds stated investment objective to the fullest extent
permitted by:
(a) the Funds investment policies, limitations, procedures and guidelines set forth in the documents listed on Schedules 2 and 3 to this Agreement;
(b) any additional objectives, policies or guidelines established by the Adviser or by the Board that have been furnished in writing to FIMC;
(c) the provisions of the Investment Company Act of 1940 (the 1940 Act) and the rules and regulations thereunder applicable to the Fund,
including rule 2a-7 promulgated thereunder (Rule 2a-7); and
(d) the provisions of Subchapter M of the Internal Revenue Code (IRC) applicable to regulated investment companies.
43
For purposes of this Agreement, Securities include any investment permitted under the foregoing
policies, limitations, procedures, guidelines, laws or regulations. Subject to the
supervision of the Adviser and the Board, the Adviser authorizes FIMC to determine the structure
and composition of the Funds portfolio, including the purchase, retention and disposition of, and
exercise of all rights pertaining to, the Securities comprising the portfolio.
SECTION 2. Representations and Warranties.
SECTION 2.1. Representations and Warranties of FIMC
FIMC represents and warrants to Adviser as follows:
(a) FIMC is a business trust duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(b) This Agreement constitutes the legal, valid, and binding obligation of FIMC, enforceable
against FIMC in accordance with its terms. FIMC has the absolute and unrestricted right,
power, and authority to execute and deliver this and to perform its obligations under this Agreement.
(c) Neither the execution and delivery of this Agreement by FIMC nor the performance of any of
its obligations hereunder will give any person the right to prevent, delay, or otherwise
interfere with the performance of such obligations pursuant to:
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(i) |
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any provision of FIMCs Declaration of Trust or By-Laws; |
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(ii) |
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any resolution adopted by the board of trustees or the shareholders of FIMC; |
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(iii) |
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any law, regulation or administrative or court order to which FIMC may be subject; or |
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(iv) |
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any contract to which FIMC is a party or by which FIMC may be bound. |
FIMC is not and will not be required to obtain any consent from any person in connection
with the execution and delivery of this Agreement or the performance of any obligations
hereunder.
(d) FIMC is registered with the Securities and Exchange Commission (SEC) as an investment
adviser under the Investment Advisers Act of 1940 (the Advisers Act) and is registered or
licensed as an investment adviser under the laws of all jurisdictions in which its
activities require it to be so registered or licensed, except where the failure to be so
licensed would not have a material adverse effect on its business.
(e) FIMC has furnished to the Adviser true and complete copies of all the documents listed on
Schedule 3 to this Agreement.
44
SECTION 2.2. Representations and Warranties of the Adviser
The Adviser represents and warrants to FIMC as follows:
(a) The Adviser is a limited liability company duly organized, validly existing, and in good
standing under the laws of the State of North Carolina.
(b) This Agreement constitutes the legal, valid, and binding obligation of the Adviser,
enforceable against the Adviser in accordance with its terms. The Adviser has the
absolute and unrestricted right, power, and authority to execute and deliver this and to
perform its obligations under this Agreement.
(c) Neither the execution and delivery of this Agreement by the Adviser nor the performance of
any of its obligations hereunder will give any person the right to prevent, delay, or
otherwise interfere with the performance of such obligations pursuant to:
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(i) |
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any provision of the Advisers bank charter or By-Laws; |
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(ii) |
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any resolution adopted by the board of directors or the shareholders of the Adviser; |
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(iii) |
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any law, regulation or administrative or court order to which the Adviser may be subject; or |
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(iv) |
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any contract to which the Adviser is a party or by which the Adviser may be bound. |
Except for the approval of the Board and of each Funds shareholders as required by Section
15 of the 1940 Act, the Adviser is not and will not be required to obtain any consent from
any person in connection with the execution and delivery of this Agreement or the
performance of any obligations hereunder.
(d) The Adviser is registered with the SEC as an investment adviser under the Advisers Act and
is registered or licensed as an investment adviser under the laws of all jurisdictions in
which its activities require it to be so registered or licensed, except where the failure to
be so licensed would not have a material adverse effect on its business.
(e) The Adviser has furnished to FIMC true and complete copies of all the documents listed on
Schedule 2 to this Agreement.
SECTION 3. Conditions to Agreement.
FIMCs and the Advisers obligations under this Agreement are subject to the satisfaction of the
following conditions precedent:
(a) Receipt by FIMC of a certificate of an officer of Company stating that (i) this Agreement
and the Advisory Agreement have been approved by the vote of a majority of the Trustees, who
are not interested persons of FIMC or the Adviser, cast in person at a meeting of the Board
call for the purpose of voting on such approval, and (ii) this
Agreement and the Advisory Agreement have been approved by the vote of a majority of the outstanding voting securities of the Company;
45
(b) Receipt by FIMC of certified copies of instructions from the Fund to its custodian
designating the persons specified by FIMC as Authorized Persons under the Funds custody
agreement;
(c) The Funds execution and delivery of a limited power of attorney in favor of FIMC, in a form
mutually agreeable to FIMC, the Adviser and the Board;
(d) Receipt by FIMC of Board resolutions, certified by an officer of the Company, adopting all
procedures and guidelines listed on Schedule 3 to this Agreement and identified as required
by Rule 2a-7 or any other exemptive rule or order that is or will become applicable to any
Fund;
(e) Receipt by FIMC of complete copies, certified by an officer of the Company, of all other
policies procedures, guidelines, and codes listed on Schedule 2 to this Agreement; and
(f) Any other documents, certificates or other instruments that FIMC or the Adviser may
reasonable request from the Fund.
SECTION 4. Compensation.
For the services provided under this Agreement, the Adviser will pay to FIMC a fee at the annual
rate set forth opposite each Funds name on Schedule 1 multiplied times such Funds average daily
net assets. Such fee will accrue daily and will be paid monthly to FIMC on or before the last
business day of the next succeeding calendar month. If this Agreement is effective for only a
portion of a month, the fee will be prorated for the portion of such month during which this
Agreement is in effect.
SECTION 5. Information and Reports.
(a) The Adviser will promptly notify FIMC of any material change in any of the documents listed
on Schedule 2 to this Agreement and will provide FIMC with copies of any such modified
document. The Adviser will also provide FIMC with a list, to the best of the Advisers
knowledge, of all affiliated persons of Adviser (and any affiliated person of such an
affiliated person) and will promptly update the list whenever the Adviser becomes aware of
any additional affiliated persons.
(b) FIMC will maintain books and records relating to its management of the Fund under its
customary procedures and in compliance with applicable regulations under the 1940 Act and
the Advisers Act. FIMC will permit the Adviser to inspect such books and records at all
reasonable times during normal business hours, upon reasonable notice. Prior to each Board
meeting, FIMC will provide the Adviser and the Board with reports regarding its management
of the Fund during the interim period, in such form as may be mutually agreed upon by FIMC
and the Adviser. FIMC will also provide the Adviser with any information regarding its
management of the Fund required for any shareholder report, amended registration statement
or prospectus supplement filed by the Fund with the SEC.
46
SECTION 6. Nonexclusive Agreement; Allocation of Transactions.
(a) The investment management services provided by FIMC hereunder are not to be deemed to be
exclusive, and FIMC shall be free to render similar services to other advisers, investment
companies, and other types of clients.
(b) To the extent consistent with applicable law, FIMC may aggregate purchase or sell orders for
the Fund with contemporaneous purchase or sell orders of other clients of FIMC or its
affiliated persons. In such event, allocation of the Securities so purchased or
sold, as well as the expenses incurred in the transaction, will be made by FIMC in the
manner FIMC considers to be the most equitable and consistent with its and its affiliates
fiduciary obligations to the Fund and to such other clients. The Adviser hereby acknowledges
that such aggregation of orders may not result in a more favorable price or lower brokerage
commissions in all instances.
(c) FIMC will place purchase and sell orders for the Fund with or through such banks, brokers,
dealers, futures commission merchants or other firms dealing in Securities (Brokers) as it
determines, which may include Brokers that are affiliated persons of FIMC, provided such
orders are exempt from the provisions of Section 17(a), (d) and (e) of the 1940 Act. FIMC
will use its best efforts to obtain execution of transactions for the Fund at prices which
are advantageous to the Fund and at commission rates that are reasonable in relation to the
services received. FIMC may, however, select Brokers on the basis that they provide
brokerage, research or other services or products to the Fund and/or other clients of FIMC
and its affiliated persons. In selecting Brokers, FIMC may also consider the reliability,
integrity and financial condition of the Broker, and the size of and difficulty in executing
the order.
SECTION 7. Fund Expenses.
Each Fund shall pay or cause to be paid all of its own expenses and its allocable share of Trust
expenses incurred in managing its portfolio of Securities, including all commissions, mark-ups,
transfer fees, registration fees, ticket charges, transfer taxes, custodian fees and similar
expenses. Each Fund will also pay its allocable share of such extraordinary expenses as may arise
including expenses incurred in connection with litigation, proceedings, and claims and the legal
obligations of the Trust to indemnify its officers and Trustees and agents with respect thereto.
Each Fund will promptly reimburse FIMC for any such expense to the extent advanced by FIMC. In no
event will FIMC have any obligation to pay any of the Funds expenses, including without
limitation, the expenses of organizing the Trust and continuing its existence; fees and expenses of
Trustees and officers of the Trust; fees for administrative personnel and services; expenses
incurred in the distribution of its shares (Shares), including expenses of administrative support
services; fees and expenses of preparing and printing its Registration Statements under the
Securities Act of 1933 and the 1940 Act; expenses of registering and qualifying the Trust, the
Funds, and Shares of the Funds under federal and state laws and regulations; expenses of preparing,
printing, and distributing prospectuses (and any amendments
47
thereto) to shareholders; interest
expense, taxes, fees, and commissions of every kind; expenses of issue (including cost of Share
certificates), purchase, repurchase, and redemption of Shares; charges and expenses of custodians,
transfer agents, dividend disbursing agents, shareholder servicing agents, and registrars; printing
and mailing costs, auditing, accounting, and legal expenses; reports to shareholders and
governmental officers and commissions; expenses of meetings of Trustees and shareholders and proxy
solicitations therefor; insurance expenses; association membership dues and such nonrecurring items
as may arise, including all losses and liabilities incurred in administering the Trust/Corporation
and the Funds.
SECTION 8. Limitation of Liability.
(a) In the absence of willful misfeasance, bad faith or gross negligence on the part of FIMC, or
of reckless disregard by FIMC of its obligations and duties hereunder, FIMC shall not
be subject to any liability to the Adviser, the Fund, the Company, any shareholder of the
Fund, or to any person, firm or organization. Without limiting the foregoing, FIMC shall not
have any liability whatsoever for any investment losses incurred by a Fund, or arising from
transactions by a Fund, prior to the date on which FIMC assumes responsibility for the
management of the Funds portfolio.
(b) The Adviser, the Company, and the Fund are hereby expressly put on notice of the limitation
of liability as set forth in the Declaration of Trust of FIMC and agree that the obligations
assumed by FIMC pursuant to this Agreement will be limited in any case to FIMC and its
assets and the Adviser, the Company, and the Fund shall not seek satisfaction of any such
obligation from the shareholders of FIMC, the trustees of FIMC, officers, employees or
agents of FIMC, or any of them.
SECTION 9. Pricing.
The Adviser, the Company and the Fund hereby acknowledge that FIMC is not responsible for pricing
portfolio Securities, and that the Adviser, the Company, the Fund, and FIMC will rely on the
pricing agent chosen by the Board of the Company for prices of Securities, for any purposes.
SECTION 10. Term.
This Agreement shall begin as of the date of its execution and shall continue in effect until
September 30, 2011 and thereafter for successive periods of one year, subject to the provisions for
termination and all of the other terms and conditions hereof if such continuance is specifically
approved at least annually in conformity with the requirements of the 1940 Act; provided, however,
that this Agreement may be terminated by the Fund at any time, without the payment of any penalty,
by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940
Act) of the Fund, or by the Adviser or FIMC at any time, without the payment of any penalty, on not
more than 60 days nor less than 30 days written notice to the other party. This Agreement will
terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the
termination of the Advisers management agreement with the Fund.
48
SECTION 11. Limited Power of Attorney.
Subject to any other written instructions of the Adviser or the Company, FIMC is hereby appointed
the Funds agent and attorney-in-fact for the limited purposes of executing account documentation,
agreements, contracts and other documents as FIMC shall be requested by brokers, dealers, counter
parties and other persons in connection with its management of the Funds assets. The Adviser and
the Company hereby ratify and confirm as good and effectual, at law or in equity, all that FIMC and
its officers and employees, may do in its capacity as attorney-in-fact. However, nothing herein
shall be construed as imposing a duty on FIMC to act or assume responsibility for any matters in
its capacity as attorney-in-fact for the Fund. Any person, partnership, corporation or other legal
entity dealing with FIMC in its capacity as attorney-in-fact hereunder for the Fund is hereby
expressly put on notice that FIMC is acting solely in the capacity as an agent of the Fund and that
any such person, partnership, corporation or other legal entity must look solely to the Fund for
enforcement of any claim against Fund, as FIMC assumes no personal liability whatsoever for
obligations of the Fund entered into by FIMC in its capacity as attorney-in-fact for the Fund.
SECTION 12. General Provisions
SECTION 12.1. Notices
All notices, consents, waivers, and other communications under this Agreement must be in writing
and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of
receipt), (b) sent by telecopier (with written confirmation of receipt), provided that a copy is
mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent
by a nationally recognized overnight delivery service (receipt requested), in each case to the
appropriate addresses and telecopier numbers set forth below (or to such other addresses and
telecopier numbers as a party may designate by notice to the other parties):
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FIMC: |
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Federated Investment Management Company
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1001 Liberty Avenue
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Pittsburgh, PA 15222-3779
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Attention: Carol Kayworth
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Facsimile No.: (412) 288-7747 |
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Adviser: |
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Sterling Capital Management LLC
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434 Fayetteville Street Mall
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Raleigh, NC 27601 |
SECTION 12.2. Further Assurances
The parties agree (a) to furnish upon request to each other such further information, (b) to
execute and deliver to each other such other documents, and (c) to do such other acts and things,
all as the other party may reasonably request for the purpose of carrying out the intent of this
Agreement and the documents referred to in this Agreement.
49
SECTION 12.3. Waiver
The rights and remedies of the parties to this Agreement are cumulative and not alternative.
Neither the failure nor any delay by any party in exercising any right, power, or privilege under
this Agreement or the documents referred to in this Agreement will operate as a waiver of such
right, power, or privilege, and no single or partial exercise of any such right, power, or
privilege will preclude any other or further exercise of such right, power, or privilege or the
exercise of any other right, power, or privilege. To the maximum extent permitted by applicable
law, (a) no claim or right arising out of this Agreement or the documents referred to in this
Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the
claim or right unless in writing signed by the other party; (b) no waiver that may be given by a
party will be applicable except in the specific instance for which it is given; and (c) no notice
to or demand on one party will be deemed to be a waiver of any obligation of such party or of the
right of the party giving such notice or demand to take further action without notice or demand as
provided in this Agreement or the documents referred to in this Agreement.
SECTION 12.4. Entire Agreement and Modification
This Agreement supersedes all prior agreements between the parties with respect to its subject
matter and constitutes (along with the documents referred to in this Agreement) a complete and
exclusive statement of the terms of the agreement between the parties with respect to its subject
matter. This Agreement may not be amended except by a written agreement executed by the party to be
charged with the amendment.
SECTION 12.5. Assignments, Successors, and No Third-Party Rights
Neither party may assign any of its rights under this Agreement without the prior consent of the
other parties. Subject to the preceding sentence, this Agreement will apply to, be binding in all
respects upon, and inure to the benefit of the successors and permitted assigns of the parties.
Nothing expressed or referred to in this Agreement will be construed to give any person other than
the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect
to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and
conditions are for the sole and exclusive benefit of the parties to this Agreement and their
successors and assigns.
SECTION 12.6. Severability
If any provision of this Agreement is held invalid or unenforceable by any court of competent
jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any
provision of this Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.
SECTION 12.7. Section Headings, Construction
The headings of Sections in this Agreement are provided for convenience only and will not affect
its construction or interpretation. All references to Section or Sections refer to the
corresponding Section or Sections of this Agreement. All words used in this Agreement will
50
be construed to be of such gender or number as the circumstances require. Unless otherwise expressly
provided, the word including does not limit the preceding words or terms.
SECTION 12.8. Governing Law
This Agreement will be governed by the laws of the State of Pennsylvania without regard to
conflicts of laws principles.
SECTION 12.9. Counterparts
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an
original copy of this Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on their behalf by
their duly authorized officers as of the date first above written.
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STERLING CAPITAL MANAGEMENT LLC
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By: |
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Name: |
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Title: |
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FEDERATED INVESTMENT MANAGEMENT COMPANY
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By: |
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Name: |
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Title: |
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51
SCHEDULE 1 FUNDS AND SUBADVISORY FEES
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Annual |
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Subadvisory |
Name of Series |
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Assets |
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Fee* |
BB&T National Tax-Free
Money Market Fund
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$0-$500 million
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0.10% of average daily net assets |
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>$500 million
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0.08% of average daily net assets |
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BB&T Prime Money Market
Fund
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0.07% of average daily net assets |
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* |
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Collectively, all Funds listed on this Schedule 1 shall pay a minimum annual subadvisory fee of $250,000. |
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STERLING CAPITAL MANAGEMENT LLC
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By: |
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Name: |
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Title: |
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FEDERATED INVESTMENT MANAGEMENT COMPANY
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By: |
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Name: |
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Title: |
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52
SCHEDULE 2 FUND DOCUMENTATION
1. |
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Companys Declaration of Trust and Bylaws. |
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2. |
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Currently effective registration statement for each class of each Funds shares and any
pending amendments to such registration statement. |
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3. |
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Any supplements to any prospectus or statement of additional information for any class of any
Funds shares. |
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4. |
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Custody Agreement between the Trust and U.S. Bank, N.A. as Custodian for the Portfolios
securities, including information as to: |
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the Portfolios nominee, |
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the Federal tax identification numbers of the Portfolio and its nominee, |
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all routing, bank, participant and account numbers and other information necessary to
provide proper instructions for transfer and delivery of Securities to the Portfolios
accounts at the Custodian, |
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the name, address, phone and fax number of the Custodians employees responsible for the
Portfolios accounts, and |
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the Portfolios pricing service and contact persons. |
5. |
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All policies, procedures, guidelines and codes adopted by the Board under the 1940 Act or any
regulation thereunder, including: |
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Rule 2a-7 (if the Portfolio holds itself out as a money market fund), |
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Rule 10f-3 (relating to affiliated underwriting syndicates), |
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Rule 17a-7 (relating to interfund transactions), |
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Rule 17e-1 (relating to transactions with affiliated Brokers), |
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Rule 17f-4 (relating to securities held in securities depositories), |
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Rule 17j-1 (relating to a code of ethics), and |
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Rule 17f-5 (relating to foreign custody). |
6. |
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All SEC exemptive orders applicable to the Portfolio, and all procedures and guidelines
adopted by the Board under the terms of such orders. |
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7. |
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All procedures and guidelines adopted by the Board or the Manager regarding: |
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Repurchase agreements, |
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Evaluating the liquidity of securities, include restricted securities, municipal leases and stripped U.S. government securities, |
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Segregation of liquid assets in connection with reverse repurchase agreements, firm commitments, standby commitments, short sales, options and futures agreements, |
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Derivative contracts and securities, and |
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Affiliated bank procedures. |
53
8. |
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Any master agreements that the Trust has entered into on behalf of the Portfolio, including: |
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Master Repurchase Agreement, |
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Master Futures and Options Agreements, |
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Master Foreign Exchange Netting Agreements, and |
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Master Swap Agreements. |
9. |
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Blue Sky undertakings. |
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10. |
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CFTC Rule 4.5 letter. |
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11. |
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Schedule of the current years Board meetings, and the reports needed by the Board. |
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12. |
|
Pricing and performance calculation entities and contact persons. |
54
SCHEDULE 3 SUBADVISER DOCUMENTATION
1. |
|
Part II of FIMCs Form ADV most recently filed with the SEC. |
|
2. |
|
Guidelines and procedures required by Rule 2a-7, consisting of: |
|
|
|
Forms of resolutions authorizing use of the amortized cost method, |
|
|
|
|
Amortized Cost Procedures, and |
|
|
|
|
Federated Investment Adviser Guidelines |
3. |
|
Procedures and checklists required by the following exemptive rules and orders under under
the 1940 Act: |
|
|
|
Rule 10f-3 (relating to affiliated underwriting syndicates), |
|
|
|
|
Rule 17a-7 (relating to interfund transactions), |
|
|
|
|
Rule 17e-1 (relating to transactions with affiliated Brokers), |
|
|
|
|
Rule 17f-4 (relating to securities held in securities depositories), |
|
|
|
|
Rule 17j-1 (relating to a code of ethics), |
|
|
|
|
Release No. IC-22903 (granting an exemption for the use of core funds), |
|
|
|
|
Release No. IC-22313 (granting an exemption for the purchase of affiliated money market
funds) |
|
|
|
|
Release Nos. IC-16602 and IC-19816 (granting an exemption for certain transactions with
affiliated banks), and |
|
|
|
|
Release No. IC-15243 (granting an exemption permitting the purchase of insurance from an
affiliate and the settlement of claims therefrom). |
4. |
|
Procedures and checklist required |
|
5. |
|
All exemptive orders granted by the SEC that will become applicable to the Portfolio, and the
procedures and guidelines followed by FIMC in accordance therewith. |
55
EXHIBIT BSHARES OUTSTANDING
The table below lists the shares outstanding of each Fund as of June 25, 2010.
|
|
|
|
|
SHARE CLASS |
|
SHARES OUTSTANDING |
|
Select Equity Fund |
|
|
|
|
Class A |
|
|
2,773,695.242 |
|
Class B |
|
|
340,839.694 |
|
Class C |
|
|
10,368.315 |
|
Institutional Class |
|
|
17,390,182.297 |
|
Mid Cap Value Fund |
|
|
|
|
Class A |
|
|
1,571,086.570 |
|
Class B |
|
|
370,160.293 |
|
Class C |
|
|
33,694.278 |
|
Class I |
|
|
25,387,758.418 |
|
Class R |
|
|
8.997 |
|
Sterling Capital Small Cap Value Fund |
|
|
|
|
Class A |
|
|
457,759.949 |
|
Class B |
|
|
89,935.957 |
|
Class C |
|
|
4,768.421 |
|
Class I |
|
|
5,595,335.799 |
|
Class R |
|
|
9.477 |
|
International Equity Fund |
|
|
|
|
Class A |
|
|
747,388.548 |
|
Class B |
|
|
191,717.881 |
|
Class C |
|
|
37,011.404 |
|
Class I |
|
|
14,299,662.981 |
|
Special Opportunities Equity Fund |
|
|
|
|
Class A |
|
|
12,595,918.682 |
|
Class B |
|
|
1,571,162.385 |
|
Class C |
|
|
4,829,281.325 |
|
Class I |
|
|
16,227,463.216 |
|
Class R |
|
|
6.528 |
|
Equity Income Fund |
|
|
|
|
Class A |
|
|
10,421,562.708 |
|
Class B |
|
|
1,099,670.267 |
|
Class C |
|
|
4,944,110.496 |
|
Class I |
|
|
17,640,364.588 |
|
Class R |
|
|
8.403 |
|
Equity Index Fund |
|
|
|
|
Class A |
|
|
2,544,162.552 |
|
Class B |
|
|
548,874.624 |
|
Class C |
|
|
20,077.097 |
|
Class I |
|
|
622,858.021 |
|
Short U.S. Government Fund |
|
|
|
|
Class A |
|
|
709,913.996 |
|
Class I |
|
|
6,679,179.694 |
|
Intermediate U.S. Government Fund |
|
|
|
|
Class A |
|
|
1,143,841.760 |
|
Class B |
|
|
272,122.499 |
|
Class C |
|
|
36,978.699 |
|
Class I |
|
|
17,740,853.690 |
|
56
|
|
|
|
|
SHARE CLASS |
|
SHARES OUTSTANDING |
|
Total Return Bond Fund |
|
|
|
|
Class A |
|
|
2,345,822.187 |
|
Class B |
|
|
438,979.588 |
|
Class C |
|
|
149,496.975 |
|
Class I |
|
|
34,391,026.304 |
|
Class R |
|
|
466.460 |
|
Kentucky Intermediate Tax-Free Fund |
|
|
|
|
Class A |
|
|
762,817.688 |
|
Class I |
|
|
1,362,910.686 |
|
Maryland Intermediate Tax-Free Fund |
|
|
|
|
Class A |
|
|
953,804.453 |
|
Class I |
|
|
2,273,894.275 |
|
North Carolina Intermediate Tax-Free Fund |
|
|
|
|
Class A |
|
|
3,878,498.064 |
|
Class I |
|
|
13,064,709.857 |
|
South Carolina Intermediate Tax-Free Fund |
|
|
|
|
Class A |
|
|
1,203,026.497 |
|
Class I |
|
|
2,643,200.655 |
|
Virginia Intermediate Tax-Free Fund |
|
|
|
|
Class A |
|
|
2,337,476.625 |
|
Class I |
|
|
6,356,597.270 |
|
West Virginia Intermediate Tax-Free Fund |
|
|
|
|
Class A |
|
|
2,495,815.141 |
|
Class I |
|
|
6,769,650.630 |
|
National Tax-Free Money Market Fund |
|
|
|
|
Class A |
|
|
68,562.980 |
|
Class I |
|
|
180,045,088.440 |
|
Prime Money Market Fund |
|
|
|
|
Class A |
|
|
191,172,765.050 |
|
Class B |
|
|
1,623,514.790 |
|
Class C |
|
|
620,551.260 |
|
Class I |
|
|
431,581,118.460 |
|
U.S. Treasury Money Market Fund |
|
|
|
|
Class A |
|
|
147,299,779.510 |
|
Class B |
|
|
725,684.620 |
|
Class C |
|
|
116,583.300 |
|
Class I |
|
|
252,071,856.860 |
|
Capital Manager Conservative Growth Fund |
|
|
|
|
Class A |
|
|
790,287.100 |
|
Class B |
|
|
274,554.271 |
|
Class C |
|
|
13,996.965 |
|
Class I |
|
|
506,169.541 |
|
Capital Manager Moderate Growth Fund |
|
|
|
|
Class A |
|
|
3,136,748.535 |
|
Class B |
|
|
1,272,517.894 |
|
Class C |
|
|
18,456.680 |
|
Class I |
|
|
140,226.808 |
|
Capital Manager Growth Fund |
|
|
|
|
Class A |
|
|
2,318,101.813 |
|
Class B |
|
|
1,159,432.985 |
|
Class C |
|
|
19,746.007 |
|
Class I |
|
|
218,744.341 |
|
57
|
|
|
|
|
SHARE CLASS |
|
SHARES OUTSTANDING |
|
Capital Manager Equity Fund |
|
|
|
|
Class A |
|
|
692,628.489 |
|
Class B |
|
|
546,127.841 |
|
Class C |
|
|
2,012.918 |
|
Class I |
|
|
10,331.252 |
|
Capital Manager Equity VIF |
|
|
|
|
|
|
|
1,277,737.877 |
|
Select Equity VIF |
|
|
|
|
|
|
|
3,670,704.692 |
|
Special Opportunities Equity VIF |
|
|
|
|
|
|
|
2,627,787.424 |
|
Total Return Bond VIF |
|
|
|
|
|
|
|
1,962,461.408 |
|
58
EXHIBIT CBENEFICIAL OWNERSHIP
To the best of the Funds knowledge, as of June 30, 2010, except as provided in the table below,
the Officers and Trustees of the Funds, as a group, owned less than 1% of the outstanding shares of
any single share class of a Fund.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Address of |
|
|
|
|
Fund and Share Class |
|
Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
BB&T International |
|
James Roberts |
|
|
885.74 |
|
|
|
2.39 |
|
Equity Fund Class C |
|
434 Fayetteville Street |
|
|
|
|
|
|
|
|
Shares |
|
Mall, 5th Floor, Raleigh, |
|
|
|
|
|
|
|
|
|
|
North Carolina 27601 |
|
|
|
|
|
|
|
|
BB&T Intermediate U.S. |
|
James Roberts |
|
|
2,951.5 |
|
|
|
1.08 |
|
Government Bond Fund |
|
434 Fayetteville Street |
|
|
|
|
|
|
|
|
Class B Shares |
|
Mall, 5th Floor, Raleigh, |
|
|
|
|
|
|
|
|
|
|
North Carolina 27601 |
|
|
|
|
|
|
|
|
BB&T Total Return Bond |
|
James Roberts |
|
|
5,092.87 |
|
|
|
1.16 |
|
Fund Class B Shares |
|
434 Fayetteville Street |
|
|
|
|
|
|
|
|
|
|
Mall, 5th Floor, Raleigh, |
|
|
|
|
|
|
|
|
|
|
North Carolina 27601 |
|
|
|
|
|
|
|
|
The following tables sets forth, as of ___, 2010, each additional person known by the Funds to
be the beneficial owner of 5% or more of any class of one of the Funds voting securities. Unless
otherwise indicated, the Funds believes that the beneficial owners set forth in the tables have
sole voting and investment power. Any shareholder who holds beneficially 25% or more of the
outstanding voting securities of a Fund may be deemed to control the Fund until such time as it
holds beneficially less than 25% of the outstanding voting securities of the Fund.
Mid Cap Value Fund Class A Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
LANE COUNTY 457 DEFERRED COMP PLAN |
|
|
113,974.097 |
|
|
|
7.2545 |
|
LANE COUNTY 457 DEFERRED COMP TRUST |
|
|
|
|
|
|
|
|
C/O FASCORE LLC |
|
|
|
|
|
|
|
|
8515 E ORCHARD RD 2T2 |
|
|
|
|
|
|
|
|
GREENWOOD VILLAGE CO 80111-5002 |
|
|
|
|
|
|
|
|
Mid Cap Value Fund Class C Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
PENSON FINANCIAL SERVICES |
|
|
7,142.857 |
|
|
|
21.1990 |
|
FBO 463-12041-14
1700 PACIFIC AVENUE SUITE 1400
DALLAS, TX 75201
|
|
|
|
|
|
|
|
|
NFS LLC FEBO BERT C PALMER TTEE |
|
|
2,573.567 |
|
|
|
7.6380 |
|
WOIS 403(B)
FBO BERT C PALMER
4539 SHINCKE ROAD NE
OLYMPIA WA 98506 |
|
|
|
|
|
|
|
|
59
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
DONALDSON LUFKIN JENRETTE |
|
|
2,388.058 |
|
|
|
7.0874 |
|
SECURITIES CORPORATION INC
PO BOX 2052
JERSEY CITY NJ 07303-2052 |
|
|
|
|
|
|
|
|
THEODORA J KURCABA |
|
|
2,370.952 |
|
|
|
7.0367 |
|
66 COUNTRY CLUB ROAD
TERRA ALTA WV 26764-0000 |
|
|
|
|
|
|
|
|
DONALDSON LUFKIN JENRETTE |
|
|
2,083.388 |
|
|
|
6.1832 |
|
SECURITIES CORPORATION INC
PO BOX 2052
JERSEY CITY NJ 07303-2052 |
|
|
|
|
|
|
|
|
PFPC TRUST CO CUST FBO |
|
|
1,817.771 |
|
|
|
5.3949 |
|
DEBORAH ANN JOYNER
SIMPLE IRA
286 FOX RUN CIR
BOWLING GREEN KY 42104-8516 |
|
|
|
|
|
|
|
|
Mid Cap Value Fund Class I Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
NFS LLC FEBO
BRANCH BANKING & TRUST CO
ATTN: MINDY J. KOONTZ
434 FAYETTEVILLE STREET MALL
8TH FLOOR
RALEIGH NC 27601-0000 |
|
|
11,365,018.037 |
|
|
|
44.7657 |
|
NFS LLC FEBO
BBT CO DBA WILBRANCH & CO
FBO NON-ERISA CLIENTS CASH
PO BOX 2887
WILSON NC 27894-2887 |
|
|
1,983,733.757 |
|
|
|
7.8137 |
|
VANGUARD FIDUCIARY TRUST CO
400 DEVON PARK DR
WAYNE PA 19087-1816 |
|
|
1,640,527.580 |
|
|
|
6.4619 |
|
NFS LLC FEBO
BBT CO DBA WILBRANCH & CO
FBO NON-ERISA CLIENTS REINV
PO BOX 2887
WILSON NC 27894-2887 |
|
|
1,379,017.598 |
|
|
|
5.4318 |
|
Mid Cap Value Fund Class R Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
BB&T ASSET MANAGEMENT INC |
|
|
8.997 |
|
|
|
100.00 |
|
SEED ACCOUNT |
|
|
|
|
|
|
|
|
ATTN PAUL PALERMO |
|
|
|
|
|
|
|
|
434 FAYETTEVILLE ST FL 5 |
|
|
|
|
|
|
|
|
RALEIGH NC 27601-1701 |
|
|
|
|
|
|
|
|
Special Opportunities Equity Fund Class A Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
CHARLES SCHWAB & CO INC |
|
|
2,317,998.472 |
|
|
|
18.4028 |
|
SPECIAL CUSTODY ACCT FBO CUSTOMERS |
|
|
|
|
|
|
|
|
ATTN MUTUAL FUNDS |
|
|
|
|
|
|
|
|
101 MONTGOMERY STREET |
|
|
|
|
|
|
|
|
SAN FRANCISCO CA 94104-4122 |
|
|
|
|
|
|
|
|
60
Special Opportunities Equity Fund Class I Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
NFS LLC FEBO |
|
|
8,721,806.237 |
|
|
|
53.7472 |
|
BRANCH BANKING & TRUST CO
ATTN: MINDY J. KOONTZ
434 FAYETTEVILLE STREET MALL
8TH FLOOR
RALEIGH NC 27601-0000 |
|
|
|
|
|
|
|
|
NFS LLC FEBO |
|
|
3,057,522.126 |
|
|
|
18.8417 |
|
BBT CO DBA WILBRANCH & CO
FBO NON-ERISA CLIENTS REINV
PO BOX 2887
WILSON NC 27894-2887 |
|
|
|
|
|
|
|
|
CHARLES SCHWAB & CO INC |
|
|
1,375,146.692 |
|
|
|
8.4742 |
|
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY STREET
SAN FRANCISCO CA 94104-4122 |
|
|
|
|
|
|
|
|
Special Opportunities Equity Fund Class R Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
BB&T ASSET MANAGEMENT INC |
|
|
6.528 |
|
|
|
100.0000 |
|
SEED ACCOUNT |
|
|
|
|
|
|
|
|
ATTN PAUL PALERMO |
|
|
|
|
|
|
|
|
434 FAYETTEVILLE ST FL 5 |
|
|
|
|
|
|
|
|
RALEIGH NC 27601-1701 |
|
|
|
|
|
|
|
|
Equity Index Fund Class A Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
NFS LLC FEBO |
|
|
1,334,836.533 |
|
|
|
52.4666 |
|
BRANCH BANKING & TRUST CO |
|
|
|
|
|
|
|
|
ATTN: MINDY J. KOONTZ |
|
|
|
|
|
|
|
|
434 FAYETTEVILLE STREET MALL |
|
|
|
|
|
|
|
|
8TH FLOOR |
|
|
|
|
|
|
|
|
RALEIGH NC 27601-0000 |
|
|
|
|
|
|
|
|
Equity Index Fund Class C Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
JULIA T ELLIOTT & |
|
|
5,759.574 |
|
|
|
28.6873 |
|
JACK F WRIGHT CO-TTEES
U/W DTD 9/19/96
GLOVER M TRENT MARITAL TRUST
18303 BOWSPRIT POINTE
CORNELIUS NC 28031-5202 |
|
|
|
|
|
|
|
|
THEODORA J KURCABA |
|
|
2,787.024 |
|
|
|
13.8816 |
|
66 COUNTRY CLUB ROAD
TERRA ALTA WV 26764-0000 |
|
|
|
|
|
|
|
|
CLEARVIEW IRA C/F |
|
|
2,545.721 |
|
|
|
12.6797 |
|
STEVEN B KENT
12120 WIESINGER LANE
MIDLOTHIAN VA 23113-2248 |
|
|
|
|
|
|
|
|
PFPC TRUST CO CUST FBO |
|
|
1,816.465 |
|
|
|
9.0475 |
|
PEDRO S FERREIRA
PCT DO COMERCIO
11-11 FLOOR DTO
2720 ALFRAGIDE PORTUGAL 158 |
|
|
|
|
|
|
|
|
ANTONIO CANIGLIE |
|
|
1,656.619 |
|
|
|
8.2513 |
|
13504 PISCATAWAY DR
FORT WASHINGTON MD 20744-6630 |
|
|
|
|
|
|
|
|
61
Equity Index Fund Class I Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
NFS LLC FEBO |
|
|
500,013.284 |
|
|
|
80.2773 |
|
BBT CO DBA WILBRANCH & CO |
|
|
|
|
|
|
|
|
FBO NON-ERISA CLIENTS REINV |
|
|
|
|
|
|
|
|
PO BOX 2887 |
|
|
|
|
|
|
|
|
WILSON NC 27894-2887 |
|
|
|
|
|
|
|
|
NFS LLC FEBO |
|
|
86,703.896 |
|
|
|
13.9203 |
|
BBT CO DBA WILBRANCH & CO |
|
|
|
|
|
|
|
|
FBO ERISA CLIENTS REINV |
|
|
|
|
|
|
|
|
PO BOX 2887 |
|
|
|
|
|
|
|
|
WILSON NC 27894-2887 |
|
|
|
|
|
|
|
|
Short U.S. Government Fund Class A Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
HENRY FIBERS INC |
|
|
126,182.123 |
|
|
|
17.7743 |
|
ATTN GEORGE F HENRY JR PRESIDENT |
|
|
|
|
|
|
|
|
PO BOX 1675 |
|
|
|
|
|
|
|
|
GASTONIA NC 28053-1675 |
|
|
|
|
|
|
|
|
JOHN LAWRENCE NELSON |
|
|
100,395.115 |
|
|
|
14.1419 |
|
1739 KELLY RD |
|
|
|
|
|
|
|
|
RICHMOND VA 23230-4200 |
|
|
|
|
|
|
|
|
Short U.S. Government Fund Class I Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
NFS LLC FEBO |
|
|
5,448,600.728 |
|
|
|
81.5759 |
|
BBT CO DBA WILBRANCH & CO |
|
|
|
|
|
|
|
|
FBO NON-ERISA CLIENTS CASH |
|
|
|
|
|
|
|
|
PO BOX 2887 |
|
|
|
|
|
|
|
|
WILSON NC 27894-2887 |
|
|
|
|
|
|
|
|
NFS LLC FEBO |
|
|
681,775.251 |
|
|
|
10.2075 |
|
BBT CO DBA WILBRANCH & CO |
|
|
|
|
|
|
|
|
FBO ERISA CLIENTS 12B1 FEES |
|
|
|
|
|
|
|
|
PO BOX 2887 |
|
|
|
|
|
|
|
|
WILSON NC 27894-2887 |
|
|
|
|
|
|
|
|
Intermediate U.S. Government Fund Class A Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
NFS LLC FEBO |
|
|
243,258.938 |
|
|
|
21.2668 |
|
BRANCH BANKING & TRUST CO |
|
|
|
|
|
|
|
|
ATTN: MINDY J. KOONTZ |
|
|
|
|
|
|
|
|
434 FAYETTEVILLE STREET MALL |
|
|
|
|
|
|
|
|
8TH FLOOR |
|
|
|
|
|
|
|
|
RALEIGH NC 27601-0000 |
|
|
|
|
|
|
|
|
62
Intermediate U.S. Government Fund Class C Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
PATRICIA RYAN |
|
|
5,863.655 |
|
|
|
15.8569 |
|
8600 GRUENEWALD LN
CHARLOTTE NC 28210-5862 |
|
|
|
|
|
|
|
|
PFPC TRUST CO CUST IRA FBO |
|
|
4,376.579 |
|
|
|
11.8354 |
|
DEBORAH D DRAPER
911 HIGHLAND AVE
PRINCETON WV 24740-2905 |
|
|
|
|
|
|
|
|
STANLEY J ATMA |
|
|
3,787.445 |
|
|
|
10.2422 |
|
MARGARET S ATMA JTWROS
3708 TABLE ROCK RD
CHARLOTTE NC 28226-6644 |
|
|
|
|
|
|
|
|
CLEARVIEW IRA C/F |
|
|
3,293.472 |
|
|
|
8.9064 |
|
JOHN R ROBINSON III
33354 LEE HWY
GLADE SPRING VA 24340-4914 |
|
|
|
|
|
|
|
|
AMERITRADE INC FBO 7803298761 |
|
|
2,961.500 |
|
|
|
8.0087 |
|
PO BOX 2226
OMAHA NE 68103-2226 |
|
|
|
|
|
|
|
|
PFPC TRUST CO CUST FBO IRA |
|
|
2,437.015 |
|
|
|
6.5903 |
|
GINA H FOUSE
681 NEW BETHEL RD
WYTHEVILLE VA 24382-3050 |
|
|
|
|
|
|
|
|
BRYAN K SELDOMRIDGE |
|
|
2,334.365 |
|
|
|
6.3127 |
|
19 HIGHLAND CIRCLE
LEWISBURG WV 24901-1721 |
|
|
|
|
|
|
|
|
Intermediate U.S. Government Fund Class I Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
NFS LLC FEBO |
|
|
9,773,978.024 |
|
|
|
55.0931 |
|
BBT CO DBA WILBRANCH & CO |
|
|
|
|
|
|
|
|
FBO NON-ERISA CLIENTS CASH |
|
|
|
|
|
|
|
|
PO BOX 2887 |
|
|
|
|
|
|
|
|
WILSON NC 27894-2887 |
|
|
|
|
|
|
|
|
NFS LLC FEBO |
|
|
3,723,976.637 |
|
|
|
20.9910 |
|
BRANCH BANKING & TRUST CO |
|
|
|
|
|
|
|
|
ATTN: MINDY J. KOONTZ |
|
|
|
|
|
|
|
|
434 FAYETTEVILLE STREET MALL |
|
|
|
|
|
|
|
|
8TH FLOOR |
|
|
|
|
|
|
|
|
RALEIGH NC 27601-0000 |
|
|
|
|
|
|
|
|
Kentucky Intermediate Tax-Free Fund Class A Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
PERSHING LLC |
|
|
84,287.438 |
|
|
|
11.0495 |
|
P. O. BOX 2052
JERSEY CITY, NJ 07303-9998 |
|
|
|
|
|
|
|
|
PERSHING LLC |
|
|
71,857.285 |
|
|
|
9.4200 |
|
P. O. BOX 2052
JERSEY CITY, NJ 07303-2052 |
|
|
|
|
|
|
|
|
PERSHING LLC |
|
|
55,456.002 |
|
|
|
7.2699 |
|
P. O. BOX 2052
JERSEY CITY, NJ 07303-2052 |
|
|
|
|
|
|
|
|
Kentucky Intermediate Tax-Free Fund Class I Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
NFS LLC FEBO |
|
|
1,220,113.040 |
|
|
|
89.5226 |
|
BBT CO DBA WILBRANCH & CO |
|
|
|
|
|
|
|
|
FBO NON-ERISA CLIENTS CASH |
|
|
|
|
|
|
|
|
PO BOX 2887 |
|
|
|
|
|
|
|
|
WILSON NC 27894-2887 |
|
|
|
|
|
|
|
|
63
Maryland Intermediate Tax-Free Fund Class A Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
HORACE L MARSHALL AND |
|
|
97,528.437 |
|
|
|
10.2252 |
|
QUINNA C MARSHALL JTWROS |
|
|
|
|
|
|
|
|
27880 FARM MARKET RD |
|
|
|
|
|
|
|
|
MARION STATION MD 21838-2608 |
|
|
|
|
|
|
|
|
Maryland Intermediate Tax-Free Fund Class I Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
NFS LLC FEBO |
|
|
1,755,934.804 |
|
|
|
77.2215 |
|
BBT CO DBA WILBRANCH & CO |
|
|
|
|
|
|
|
|
FBO NON-ERISA CLIENTS CASH |
|
|
|
|
|
|
|
|
PO BOX 2887 |
|
|
|
|
|
|
|
|
WILSON NC 27894-2887 |
|
|
|
|
|
|
|
|
North Carolina Intermediate Tax-Free Fund Class A Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
R L HONBARRIER CO |
|
|
229,839.655 |
|
|
|
5.9260 |
|
1507 CRESTLIN DR |
|
|
|
|
|
|
|
|
HIGH POINT NC 27262-8308 |
|
|
|
|
|
|
|
|
North Carolina Intermediate Tax-Free Fund Class I Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
NFS LLC FEBO |
|
|
11,019,393.140 |
|
|
|
84.3447 |
|
BBT CO DBA WILBRANCH & CO |
|
|
|
|
|
|
|
|
FBO NON-ERISA CLIENTS CASH |
|
|
|
|
|
|
|
|
PO BOX 2887 |
|
|
|
|
|
|
|
|
WILSON NC 27894-2887 |
|
|
|
|
|
|
|
|
South Carolina Intermediate Tax-Free Fund Class I Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
NFS LLC FEBO |
|
|
2,230,905.778 |
|
|
|
84.4017 |
|
BBT CO DBA WILBRANCH & CO |
|
|
|
|
|
|
|
|
FBO NON-ERISA CLIENTS CASH |
|
|
|
|
|
|
|
|
PO BOX 2887 |
|
|
|
|
|
|
|
|
WILSON NC 27894-2887 |
|
|
|
|
|
|
|
|
Virginia Intermediate Tax-Free Fund Class I Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
NFS LLC FEBO |
|
|
5,484,648.653 |
|
|
|
86.2828 |
|
BBT CO DBA WILBRANCH & CO |
|
|
|
|
|
|
|
|
FBO NON-ERISA CLIENTS CASH |
|
|
|
|
|
|
|
|
PO BOX 2887 |
|
|
|
|
|
|
|
|
WILSON NC 27894-2887 |
|
|
|
|
|
|
|
|
West Virginia Intermediate Tax-Free Fund Class A Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
DONALDSON LUFKIN JENRETTE |
|
|
163,481.276 |
|
|
|
6.5502 |
|
SECURITIES CORPORATION INC |
|
|
|
|
|
|
|
|
PO BOX 2052 |
|
|
|
|
|
|
|
|
JERSEY CITY NJ 07303-2052 |
|
|
|
|
|
|
|
|
64
West Virginia Intermediate Tax-Free Fund Class I Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
NFS LLC FEBO |
|
|
4,644,148.336 |
|
|
|
68.6025 |
|
BBT CO DBA WILBRANCH & CO |
|
|
|
|
|
|
|
|
FBO NON-ERISA CLIENTS CASH |
|
|
|
|
|
|
|
|
PO BOX 2887 |
|
|
|
|
|
|
|
|
WILSON NC 27894-2887 |
|
|
|
|
|
|
|
|
NFS LLC FEBO |
|
|
1,321,827.896 |
|
|
|
19.5258 |
|
SECURITY NATIONAL TRUST CO |
|
|
|
|
|
|
|
|
1300 CHAPLINE ST |
|
|
|
|
|
|
|
|
WHEELING WV 26003-3348 |
|
|
|
|
|
|
|
|
Prime Money Market Fund Class A Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
CLEARVIEW CORRESPONDENT SVCS LLC |
|
|
111,820,044.190 |
|
|
|
58.4916 |
|
ATTN MONEY MARKET DEPARTMENT |
|
|
|
|
|
|
|
|
8006 DISCOVERY DRIVE STE 200 |
|
|
|
|
|
|
|
|
RICHMOND VA 23229-8600 |
|
|
|
|
|
|
|
|
PERSHING |
|
|
67,570,009.330 |
|
|
|
35.3450 |
|
MONEY FUND CUSTOMERS |
|
|
|
|
|
|
|
|
ATTN CASH MGT SERVICES - 9TH FLOOR |
|
|
|
|
|
|
|
|
1 PERSHING PLAZA |
|
|
|
|
|
|
|
|
JERSEY CITY NJ 07399 |
|
|
|
|
|
|
|
|
Prime Money Market Fund Class B Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
CLEARVIEW IRA C/F |
|
|
168,769.640 |
|
|
|
10.3953 |
|
TIMOTHY P OTOOLE |
|
|
|
|
|
|
|
|
2540 CELTIC CIRCLE |
|
|
|
|
|
|
|
|
PENSACOLA FL 32503 |
|
|
|
|
|
|
|
|
PFPC TRUST CO CUST FBO IRA |
|
|
125,244.340 |
|
|
|
7.7144 |
|
FRANCES M ODROBINA |
|
|
|
|
|
|
|
|
5004 CEDAR PARK CT |
|
|
|
|
|
|
|
|
MONROE NC 28110-8505 |
|
|
|
|
|
|
|
|
PFPC TRUST CO CUST FBO IRA |
|
|
105,137.940 |
|
|
|
6.4760 |
|
WILLIAM T PEYTON |
|
|
|
|
|
|
|
|
608 RODNEY BAY XING |
|
|
|
|
|
|
|
|
WAKE FOREST NC 27587-2970 |
|
|
|
|
|
|
|
|
65
Prime Money Market Fund Class C Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
CLEARVIEW IRA C/F |
|
|
224,637.650 |
|
|
|
36.1997 |
|
N JOSEPH DREPS |
|
|
|
|
|
|
|
|
3232 PAGE AVENUE #102 |
|
|
|
|
|
|
|
|
VIRGINIA BEACH VA 23451 |
|
|
|
|
|
|
|
|
DOUGLAS H STONE REV LVG TR |
|
|
50,000.000 |
|
|
|
8.0574 |
|
DTD 11261991 |
|
|
|
|
|
|
|
|
JAMES T STONE TTEE |
|
|
|
|
|
|
|
|
JOHN M STONE TTEE |
|
|
|
|
|
|
|
|
11 WAKEFIELD DRIVE APT 2304 |
|
|
|
|
|
|
|
|
ASHEVILLE NC 28803 |
|
|
|
|
|
|
|
|
CLEARVIEW IRA C/F |
|
|
43,195.550 |
|
|
|
6.9608 |
|
DAVID L WHITE |
|
|
|
|
|
|
|
|
1016 GRETCHEN LANE |
|
|
|
|
|
|
|
|
APT. A |
|
|
|
|
|
|
|
|
GREENSBORO NC 27410 |
|
|
|
|
|
|
|
|
CLEARVIEW IRA C/F |
|
|
41,794.090 |
|
|
|
6.7350 |
|
DANNY W NETHERTON |
|
|
|
|
|
|
|
|
98 NETHERTON DRIVE |
|
|
|
|
|
|
|
|
CANDLER NC 28715 |
|
|
|
|
|
|
|
|
JANNEY MONTGOMERY SCOTT LLC |
|
|
39,885.600 |
|
|
|
6.4275 |
|
A/C 6936-3937 |
|
|
|
|
|
|
|
|
H CAROL MOHR |
|
|
|
|
|
|
|
|
1801 MARKET STREET |
|
|
|
|
|
|
|
|
PHILADELPHIA PA 19103-1675 |
|
|
|
|
|
|
|
|
Prime Money Market Fund Class I Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
WILBRANCH CO |
|
|
267,738,030.810 |
|
|
|
62.0366 |
|
CASH |
|
|
|
|
|
|
|
|
ATTN TRUST OPERATIONS |
|
|
|
|
|
|
|
|
PO BOX 2887 |
|
|
|
|
|
|
|
|
WILSON NC 27894-2887 |
|
|
|
|
|
|
|
|
NFS LLC FEBO |
|
|
100,115,339.320 |
|
|
|
23.1973 |
|
BRANCH BANKING & TRUST CO |
|
|
|
|
|
|
|
|
ATTN: MINDY J. KOONTZ |
|
|
|
|
|
|
|
|
434 FAYETTEVILLE STREET MALL |
|
|
|
|
|
|
|
|
8TH FLOOR |
|
|
|
|
|
|
|
|
RALEIGH NC 27601-0000 |
|
|
|
|
|
|
|
|
BRANCH BANKING AND TRUST |
|
|
43,109,707.850 |
|
|
|
9.9888 |
|
FBO BB&T SWEEP CUSTOMERS |
|
|
|
|
|
|
|
|
C/O CITI FUND SERVICES |
|
|
|
|
|
|
|
|
ATTN INSTITUTIONAL SERVICES |
|
|
|
|
|
|
|
|
3435 STELZER RD |
|
|
|
|
|
|
|
|
COLUMBUS OH 43219-6004 |
|
|
|
|
|
|
|
|
U.S. Treasury Money Market Fund Class A Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
PERSHING |
|
|
101,030,404.820 |
|
|
|
68.5883 |
|
MONEY FUND CUSTOMERS |
|
|
|
|
|
|
|
|
ATTN CASH MGT SERVICES - 9TH FLOOR |
|
|
|
|
|
|
|
|
1 PERSHING PLAZA |
|
|
|
|
|
|
|
|
JERSEY CITY NJ 07399 |
|
|
|
|
|
|
|
|
CLEARVIEW CORRESPONDENT SVCS LLC |
|
|
42,117,012.990 |
|
|
|
28.5927 |
|
ATTN MONEY MARKET DEPARTMENT |
|
|
|
|
|
|
|
|
8006 DISCOVERY DRIVE STE 200 |
|
|
|
|
|
|
|
|
RICHMOND VA 23229-8600 |
|
|
|
|
|
|
|
|
66
U.S. Treasury Money Market Fund Class B Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
PFPC TRUST CO CUST FBO IRA |
|
|
75,041.680 |
|
|
|
10.3408 |
|
ROBERT J HUGGINS |
|
|
|
|
|
|
|
|
10101 FOUR MILE CREEK RD |
|
|
|
|
|
|
|
|
CHARLOTTE NC 28277-9041 |
|
|
|
|
|
|
|
|
PFPC TRUST CO CUST FBO |
|
|
53,566.240 |
|
|
|
7.3815 |
|
MARGUERITE DUFFY |
|
|
|
|
|
|
|
|
SIMPLE IRA |
|
|
|
|
|
|
|
|
7413 VALLEY RUN DR |
|
|
|
|
|
|
|
|
RALEIGH NC 27615-5819 |
|
|
|
|
|
|
|
|
PFPC TRUST CO CUST FBO IRA |
|
|
39,320.820 |
|
|
|
5.4184 |
|
MICHAEL A EDWARDS |
|
|
|
|
|
|
|
|
270 HICKORY NUT RD |
|
|
|
|
|
|
|
|
INMAN SC 29349-9238 |
|
|
|
|
|
|
|
|
PERSHING LLC |
|
|
39,175.970 |
|
|
|
5.3985 |
|
PO BOX 2052 |
|
|
|
|
|
|
|
|
JERSEY CITY NJ 07303-2052 |
|
|
|
|
|
|
|
|
U.S. Treasury Money Market Fund Class C Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
CLEARVIEW SAR SEP |
|
|
52,802.460 |
|
|
|
45.2916 |
|
MICHAEL C KELEHER |
|
|
|
|
|
|
|
|
42 WEST ROAD |
|
|
|
|
|
|
|
|
LEICESTER NC 28748 |
|
|
|
|
|
|
|
|
MORGAN KEEGAN & CO. FBO |
|
|
40,068.930 |
|
|
|
34.3694 |
|
LYNNE RANEW IRA |
|
|
|
|
|
|
|
|
1801 DAWSON ROAD |
|
|
|
|
|
|
|
|
ALBANY GA 31707 |
|
|
|
|
|
|
|
|
MORGAN KEEGAN & CO. FBO |
|
|
8,247.340 |
|
|
|
7.0742 |
|
SAMUEL PHILLIP SMITH IRA |
|
|
|
|
|
|
|
|
1823 LULLWATER ROAD |
|
|
|
|
|
|
|
|
ALBANY GA 31707 |
|
|
|
|
|
|
|
|
U.S. Treasury Money Market Fund Class I Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
WILBRANCH CO |
|
|
157,884,524.870 |
|
|
|
62.6347 |
|
CASH |
|
|
|
|
|
|
|
|
ATTN TRUST OPERATIONS |
|
|
|
|
|
|
|
|
PO BOX 2887 |
|
|
|
|
|
|
|
|
WILSON NC 27894-2887 |
|
|
|
|
|
|
|
|
BRANCH BANKING AND TRUST |
|
|
45,005,308.900 |
|
|
|
17.8542 |
|
FBO BB&T SWEEP CUSTOMERS |
|
|
|
|
|
|
|
|
C/O CITI FUND SERVICES |
|
|
|
|
|
|
|
|
ATTN INSTITUTIONAL SERVICES |
|
|
|
|
|
|
|
|
3435 STELZER RD |
|
|
|
|
|
|
|
|
COLUMBUS OH 43219-6004 |
|
|
|
|
|
|
|
|
NFS LLC FEBO |
|
|
43,759,747.030 |
|
|
|
17.3600 |
|
BRANCH BANKING & TRUST CO |
|
|
|
|
|
|
|
|
ATTN: MINDY J. KOONTZ |
|
|
|
|
|
|
|
|
434 FAYETTEVILLE STREET MALL |
|
|
|
|
|
|
|
|
8TH FLOOR |
|
|
|
|
|
|
|
|
RALEIGH NC 27601-0000 |
|
|
|
|
|
|
|
|
67
National Tax-Free Money Market Fund Class A Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
NFS LLC FEBO |
|
|
25,185.030 |
|
|
|
36.7327 |
|
JEFFREY LELLIOT |
|
|
|
|
|
|
|
|
30 ROLAND ROAD |
|
|
|
|
|
|
|
|
NEW PROVIDENCE NJ 07974 |
|
|
|
|
|
|
|
|
GRETE M HOLLESEN TTEE |
|
|
13,112.790 |
|
|
|
19.1252 |
|
HOLLESEN FAMILY TRUST |
|
|
|
|
|
|
|
|
U/A DTD 09/18/1998 |
|
|
|
|
|
|
|
|
6082 LA COSTA DR |
|
|
|
|
|
|
|
|
OCALA FL 34472-3250 |
|
|
|
|
|
|
|
|
RALPH V SEIFERT AND |
|
|
9,361.460 |
|
|
|
13.6538 |
|
BERNICE A SEIFERT JTWROS |
|
|
|
|
|
|
|
|
915 WEST GLEN EAGLES RD |
|
|
|
|
|
|
|
|
OCALA FL 34472-0000 |
|
|
|
|
|
|
|
|
REBEKAH PUTERA AND |
|
|
3,746.030 |
|
|
|
5.4636 |
|
VICTORIA MARSHALL TTEES |
|
|
|
|
|
|
|
|
EDGAR AND MARY STAUFFER IRREVOC TR |
|
|
|
|
|
|
|
|
U/A DTD 11/15/2006 |
|
|
|
|
|
|
|
|
3026 BOWERS MILL RD |
|
|
|
|
|
|
|
|
PENNSBURG PA 18073-1904 |
|
|
|
|
|
|
|
|
National Tax-Free Money Market Fund Class I Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
WILBRANCH & CO |
|
|
177,160,553.810 |
|
|
|
98.3979 |
|
PT NO FEE CASH |
|
|
|
|
|
|
|
|
223 NASH ST W |
|
|
|
|
|
|
|
|
WILSON NC 27893-3801 |
|
|
|
|
|
|
|
|
International Equity Fund Class B Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
PFPC TRUST CO CUST FBO |
|
|
13,140.498 |
|
|
|
6.8541 |
|
SHARI LYNN BUENING |
|
|
|
|
|
|
|
|
SIMPLE IRA |
|
|
|
|
|
|
|
|
34A REDMOND DR |
|
|
|
|
|
|
|
|
FLETCHER NC 28732 |
|
|
|
|
|
|
|
|
International Equity Fund Class C Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
ALICIA OBER |
|
|
8,630.158 |
|
|
|
23.3176 |
|
725 BLUE POINT DR |
|
|
|
|
|
|
|
|
WILMINGTON NC 23451-4608 |
|
|
|
|
|
|
|
|
BRITTON A REID REVOCABLE TRUS |
|
|
8,560.931 |
|
|
|
23.1305 |
|
DTD 10022007 |
|
|
|
|
|
|
|
|
BRITTON REID TTEE |
|
|
|
|
|
|
|
|
1200 GLOUCESTER LANE |
|
|
|
|
|
|
|
|
VIRGINIA BCH VA 23454-2507 |
|
|
|
|
|
|
|
|
JOHN A OLSHEFSKI |
|
|
6,085.070 |
|
|
|
16.4411 |
|
7 WADSWORTH DRIVE |
|
|
|
|
|
|
|
|
HUNTSVILLE AL 35808-2714 |
|
|
|
|
|
|
|
|
68
International Equity Fund Class I Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
NFS LLC FEBO |
|
|
12,559,799.041 |
|
|
|
87.8328 |
|
BRANCH BANKING & TRUST CO |
|
|
|
|
|
|
|
|
ATTN: MINDY J. KOONTZ |
|
|
|
|
|
|
|
|
434 FAYETTEVILLE STREET MALL |
|
|
|
|
|
|
|
|
8TH FLOOR |
|
|
|
|
|
|
|
|
RALEIGH NC 27601-0000 |
|
|
|
|
|
|
|
|
Select Equity Fund Class C Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
LARRY WIDMAN AND |
|
|
2,609.823 |
|
|
|
25.1711 |
|
LYNNE WIDMAN JTWROS |
|
|
|
|
|
|
|
|
221 PEARLCROFT RD |
|
|
|
|
|
|
|
|
CHERRY HILL NJ 08034-3348 |
|
|
|
|
|
|
|
|
TERESA L LUHN |
|
|
954.341 |
|
|
|
9.2044 |
|
PO BOX 48525 |
|
|
|
|
|
|
|
|
CUMBERLAND NC 28331-8525 |
|
|
|
|
|
|
|
|
PFPC TRUST CO CUST FBO |
|
|
925.608 |
|
|
|
8.9273 |
|
TAMMY S BRITT |
|
|
|
|
|
|
|
|
SIMPLE IRA |
|
|
|
|
|
|
|
|
15024 NEW LIGHT RD |
|
|
|
|
|
|
|
|
WAKE FOREST NC 27587-8625 |
|
|
|
|
|
|
|
|
RICHARD G BLAKE |
|
|
787.899 |
|
|
|
7.5991 |
|
3525 LEWIS LOOP SE |
|
|
|
|
|
|
|
|
BOLIVIA NC 28422-7563 |
|
|
|
|
|
|
|
|
PFPC TRUST CO CUST FBO |
|
|
768.074 |
|
|
|
7.4079 |
|
DEBORAH ANN JOYNER |
|
|
|
|
|
|
|
|
SIMPLE IRA |
|
|
|
|
|
|
|
|
286 FOX RUN CIR |
|
|
|
|
|
|
|
|
BOWLING GREEN KY 42104-8516 |
|
|
|
|
|
|
|
|
PFPC TRUST CO CUST FBO |
|
|
612.812 |
|
|
|
5.9104 |
|
JUDY J MITCHELL |
|
|
|
|
|
|
|
|
SIMPLE IRA |
|
|
|
|
|
|
|
|
1088 W DALTON RD |
|
|
|
|
|
|
|
|
KING NC 27021-9533 |
|
|
|
|
|
|
|
|
AMERITRADE INC FBO 7821711741 |
|
|
563.063 |
|
|
|
5.4306 |
|
PO BOX 2226 |
|
|
|
|
|
|
|
|
OMAHA NE 68103-2226 |
|
|
|
|
|
|
|
|
Select Equity Fund Class I Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
NFS LLC FEBO |
|
|
15,341,763.224 |
|
|
|
88.2208 |
|
BRANCH BANKING & TRUST CO |
|
|
|
|
|
|
|
|
ATTN: MINDY J. KOONTZ |
|
|
|
|
|
|
|
|
434 FAYETTEVILLE STREET MALL |
|
|
|
|
|
|
|
|
8TH FLOOR |
|
|
|
|
|
|
|
|
RALEIGH NC 27601-0000 |
|
|
|
|
|
|
|
|
69
Sterling Capital Small Cap Fund Class C Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
KELLY A RYAN BENE IRA |
|
|
1,188.380 |
|
|
|
24.9219 |
|
LOIS M WHEATLEY DECD |
|
|
|
|
|
|
|
|
A/C 7053-6901 |
|
|
|
|
|
|
|
|
FCC AS CUSTODIAN |
|
|
|
|
|
|
|
|
12384 HOWARD LODGE DRIVE |
|
|
|
|
|
|
|
|
SYKESVILLE MD 21784-5405 |
|
|
|
|
|
|
|
|
MACKENZIE L RYAN BENE IRA |
|
|
1,188.380 |
|
|
|
24.9219 |
|
LOIS M WHEATLEY DECD |
|
|
|
|
|
|
|
|
A/C 7053-6929 |
|
|
|
|
|
|
|
|
FCC AS CUSTODIAN |
|
|
|
|
|
|
|
|
12384 HOWARD LODGE DRIVE |
|
|
|
|
|
|
|
|
SYKESVILLE MD 21784-5405 |
|
|
|
|
|
|
|
|
PFPC TRUST CO CUST FBO |
|
|
501.782 |
|
|
|
10.5230 |
|
WESLEY BRYAN |
|
|
|
|
|
|
|
|
648 ROLLINGWOOD DRIVE |
|
|
|
|
|
|
|
|
STONE MOUNTAIN GA 30087-0000 |
|
|
|
|
|
|
|
|
PFPC TRUST CO CUST FBO IRA |
|
|
252.672 |
|
|
|
5.2989 |
|
HABTE G GHEBRE |
|
|
|
|
|
|
|
|
PO BOX 1379 |
|
|
|
|
|
|
|
|
LORTON VA 22199 |
|
|
|
|
|
|
|
|
Sterling Small Cap Value Fund Class I Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
NFS LLC FEBO |
|
|
1,861,169.718 |
|
|
|
33.2629 |
|
BRANCH BANKING & TRUST CO |
|
|
|
|
|
|
|
|
ATTN: MINDY J. KOONTZ |
|
|
|
|
|
|
|
|
434 FAYETTEVILLE STREET MALL |
|
|
|
|
|
|
|
|
8TH FLOOR |
|
|
|
|
|
|
|
|
RALEIGH NC 27601-0000 |
|
|
|
|
|
|
|
|
WELLS FARGO BANK NA FBO |
|
|
761,967.045 |
|
|
|
13.6179 |
|
JAMES RIV CL |
|
|
|
|
|
|
|
|
XXXXXX0401 |
|
|
|
|
|
|
|
|
PO BOX 1533 |
|
|
|
|
|
|
|
|
MINNEAPOLIS MN 55480-1533 |
|
|
|
|
|
|
|
|
TD AMERITRADE FBO 9950065291 |
|
|
731,507.330 |
|
|
|
13.0735 |
|
PO BOX 2226 |
|
|
|
|
|
|
|
|
OMAHA, NE 68103-2226 |
|
|
|
|
|
|
|
|
CHARLES SCHWAB & CO INC |
|
|
552,667.278 |
|
|
|
9.8773 |
|
REINVEST ACCOUNT |
|
|
|
|
|
|
|
|
ATTN MUTUAL FUNDS |
|
|
|
|
|
|
|
|
101 MONTGOMERY ST |
|
|
|
|
|
|
|
|
SAN FRANCISCO CA 94104-4151 |
|
|
|
|
|
|
|
|
NFS LLC FEBO |
|
|
303,366.326 |
|
|
|
5.4218 |
|
BBT CO DBA WILBRANCH & CO |
|
|
|
|
|
|
|
|
FBO NON-ERISA CLIENTS REINV |
|
|
|
|
|
|
|
|
PO BOX 2887 |
|
|
|
|
|
|
|
|
WILSON NC 27894-2887 |
|
|
|
|
|
|
|
|
Sterling Small Cap Value Fund Class R Shares
|
|
|
|
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
BB&T ASSET MANAGEMENT INC |
|
|
9.477 |
|
|
|
100.0000 |
|
SEED ACCOUNT |
|
|
|
|
|
|
|
|
ATTN PAUL PALERMO |
|
|
|
|
|
|
|
|
434 FAYETTEVILLE ST FL 5 |
|
|
|
|
|
|
|
|
RALEIGH NC 27601-1701 |
|
|
|
|
|
|
|
|
70
Total Return Bond Fund Class C Shares
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
WILLIAM KHOURI FAMILY GST TST
DTD 10/30/07
WILLIAM KHOURI, TTEE
1225 DARTS COVE LANDING
MT PLEASANT SC 29466-8100 |
|
29,389.232 |
|
19.6588 |
KAREN MARIE JESSUP AND
BRIAN DAVID JESSUP JTWROS
9200 PERTH CT
CONCORD NC 28027-8617 |
|
9,312.533 |
|
6.2293 |
JOHN WOODLEY WALLACE SR AND
BETTY B WALLACE JTWROS
14324 EASTFIELD RD
HUNTERSVILLE NC 28078-6635 |
|
9,086.661 |
|
6.0782 |
Total Return Bond Fund Class I Shares
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
NFS LLC FEBO
BBT CO DBA WILBRANCH & CO
FBO NON-ERISA CLIENTS CASH
PO BOX 2887
WILSON NC 27894-2887 |
|
13,811,827.734 |
|
40.1611 |
NFS LLC FEBO
BRANCH BANKING & TRUST CO
ATTN: MINDY J. KOONTZ
434 FAYETTEVILLE STREET MALL
8TH FLOOR
RALEIGH NC 27601-0000 |
|
11,951,431.402 |
|
34.7516 |
Total Return Bond Fund Class R Shares
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
BB&T ASSET MANAGEMENT INC
SEED ACCOUNT
ATTN PAUL PALERMO
434 FAYETTEVILLE ST FL 5
RALEIGH NC 27601-1701 |
|
466.460 |
|
100.0000 |
Capital Manager Conservative Growth Fund Class C Shares
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
PFPC TRUST CO CUST R/O IRA FBO
MENBERU YEMATA
7404 BATH ST
SPRINGFIELD VA 22150-3801 |
|
3,698.541 |
|
26.4239 |
DELBERT L LEADMON
225 TANNER LN
WALKER WV 26180-5627 |
|
2,801.243 |
|
20.0132 |
PFPC TRUST CO CUST FBO IRA
MARIA CORINA DEVICENTE
7748 KINROSS DR
NEW PORT RICHEY FL 34653-1529 |
|
2,392.048 |
|
17.0898 |
RICHARD ALLEN SAFFLE
112 E OLIVE ST
BRIDGEPORT WV 26330-1160 |
|
1,148.355 |
|
8.2043 |
PFPC TRUST CO CUST IRA FBO
LARA A REALL
46 SLOPING HILL LN
HEDGESVILLE WV 25427-7064 |
|
1,131.353 |
|
8.0829 |
LOYCE J CRUMP
20 FLEMING RD
CUMBERLAND VA 23040-2527 |
|
936.233 |
|
6.6888 |
71
Capital Manager Conservative Growth Fund Class I Shares
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
NFS LLC FEBO
BRANCH BANKING & TRUST CO
ATTN: MINDY J. KOONTZ
434 FAYETTEVILLE STREET MALL
8TH FLOOR
RALEIGH NC 27601-0000 |
|
413,787.977 |
|
81.7489 |
CLEARVIEW IRA R/O
HARRY D STEPHENSON
104 PRESTWICK PLACE
CARY NC 27511-6555 |
|
80,791.202 |
|
15.9613 |
Capital Manager Moderate Growth Fund Class C Shares
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
PATRICIA F CHANDLER
2440 CLOVERDALE RD
BREMO BLUFF VA 23022-2304 |
|
2,683.502 |
|
14.5395 |
PFPC TRUST CO CUST FBO IRA
DAKSHINA M DARBHA
8440 STONE MASON DR
RALEIGH NC 27613-6920 |
|
2,581.943 |
|
13.9892 |
PFPC TRUST CO CUST FBO
CHARLES GRANT WILLIS III
SIMPLE IRA
4612 OUTER BANK DR
NORCROSS GA 30092-1109 |
|
1,150.399 |
|
6.2330 |
PFPC TRUST CO CUST IRA FBO
ROBERT GARY KEITH
5835 MOUNTAIN POINT LN
CHARLOTTE NC 28216-7754 |
|
1,067.021 |
|
5.7812 |
PFPC TRUST CO CUST FBO
ADAM LAMAR CHALKER
866 WEST MAIN STREET
GIBSON GA 30810 |
|
996.640 |
|
5.3999 |
PFPC TRUST CO CUST IRA FBO
HUGH C TALTON
PO BOX 183
SMYRNA NC 28579-0183 |
|
991.159 |
|
5.3702 |
Capital Manager Moderate Growth Fund Class I Shares
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
NFS LLC FEBO
BRANCH BANKING & TRUST CO
ATTN: MINDY J. KOONTZ
434 FAYETTEVILLE STREET MALL
8TH FLOOR
RALEIGH NC 27601-0000 |
|
114,300.127 |
|
81.5109 |
NFS LLC FEBO
BBT CO DBA WILBRANCH & CO
FBO NON-ERISA CLIENTS REINV
PO BOX 2887
WILSON NC 27894-2887 |
|
16,301.492 |
|
11.6251 |
72
Capital Manager Growth Fund Class C Shares
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
PFPC TRUST CO CUST IRA FBO
DANIEL E ROWE
231 MEADOW LN
BERKELEY SPRINGS WV 25411-3526 |
|
3,788.605 |
|
19.1867 |
PFPC TRUST CO CUST FBO IRA
STANLEY S TAO
302 TURNBERRY PT
BARBOURSVILLE WV 25504-1948 |
|
3,003.043 |
|
15.2084 |
STEPHEN E CAMPBELL
MARY W CAMPBELL
112 STARBOARD LN
MONETA VA 24121-2318 |
|
2,096.458 |
|
10.6171 |
PFPC TRUST CO CUST IRA FBO
CATHERINE A MASLOW
101 FOXFIELD LN
MATTHEWS NC 28105-6545 |
|
2,057.236 |
|
10.4185 |
PFPC TRUST CO CUST IRA FBO
MELISSA A MCCUMBEE
103 AMETHYST LN
BERKELEY SPRINGS WV 25411-6551 |
|
1,189.642 |
|
6.0247 |
Capital Manager Growth Fund Class I Shares
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
NFS LLC FEBO
BRANCH BANKING & TRUST CO
ATTN: MINDY J. KOONTZ
434 FAYETTEVILLE STREET MALL
8TH FLOOR
RALEIGH NC 27601-0000 |
|
88,814.270 |
|
40.6019 |
NFS LLC FEBO
BBT CO DBA WILBRANCH & CO
FBO NON-ERISA CLIENTS 12B1 FEES
PO BOX 2887
WILSON NC 27894-2887 |
|
77,215.110 |
|
35.2993 |
FRONTIER TRUST COMPANY FBO
COVINGTONS CONVALESCENT CENTER, IN
350037
P.O. BOX 10758
FARGO, ND 58106 |
|
52,335.131 |
|
23.9253 |
73
Capital Manager Equity Fund Class C Shares
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
PFPC TRUST CO CUST ROTH IRA FBO
ANDREA LYNN MUNCHMEYER
119 STERLING ROAD
TAVERNIER FL 33070-0000 |
|
499.873 |
|
24.8333 |
PFPC TRUST CO CUST FBO
BRADLEY M FRANKS
ROTH IRA
304 HOWELL RD
GREENVILLE SC 29615-2025 |
|
318.629 |
|
15.8292 |
PFPC TRUST CO CUST FBO
COVERDELL ESA
ROBERT H NIEHAUS
REBECCA LYNN NIEHAUS RESP INDIV
1403 TURNBERRY WAY
BEL AIR MD 21015-0000 |
|
203.550 |
|
10.1122 |
PFPC TRUST CO CUST FBO
COVERDELL ESA
THOMAS J NIEHAUS
REBECCA L NIEHAUS RESP INDIV
1403 TURNBERRY WAY
BEL AIR MD 21015-5678 |
|
203.550 |
|
10.1122 |
JAGADEESAN JANAKIRAMAN
AND GAYATRI JAGADEESAN
JTWROS
6138 HANES WAY
CLEMMONS NC 27012-9445 |
|
202.559 |
|
10.0630 |
PFPC TRUST CO CUST FBO
JAMES BUENING
SIMPLE IRA
34A REDMOND DR
FLETCHER NC 28732-0000 |
|
173.792 |
|
8.6338 |
BB&T ASSET MANAGEMENT INC
SEED ACCOUNT
ATTN PAUL PALERMO
434 FAYETTEVILLE ST FL 5
RALEIGH NC 27601-1701 |
|
120.064 |
|
5.9647 |
Capital Manager Equity Fund Class I Shares
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
NFS LLC FEBO
BRANCH BANKING & TRUST CO
ATTN: MINDY J. KOONTZ
434 FAYETTEVILLE STREET MALL
8TH FLOOR
RALEIGH NC 27601-0000 |
|
8,973.485 |
|
86.8577 |
NFS LLC FEBO
BBT CO DBA WILBRANCH & CO
FBO NON-ERISA CLIENTS CASH
PO BOX 2887
WILSON NC 27894-2887 |
|
1,357.767 |
|
13.1423 |
74
Equity Income Fund Class I Shares
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
NFS LLC FEBO
BRANCH BANKING & TRUST CO
ATTN: MINDY J. KOONTZ
434 FAYETTEVILLE STREET MALL
8TH FLOOR
RALEIGH NC 27601-0000 |
|
6,728,197.837 |
|
38.1409 |
NFS LLC FEBO
BBT CO DBA WILBRANCH & CO
FBO NON-ERISA CLIENTS CASH
PO BOX 2887
WILSON NC 27894-2887 |
|
2,457,825.411 |
|
13.9330 |
UBATCO
ATTN: TRUST OPERATIONS
PO BOX 82535
LINCOLN NE 685012535 |
|
1,103,561.212 |
|
6.2559 |
NFS LLC FEBO
BBT CO DBA WILBRANCH & CO
FBO ERISA CLIENTS REINV
PO BOX 2887
WILSON NC 27894-2887 |
|
1,032,241.816 |
|
5.8516 |
CENTRAL REGISTRATION CO. OF ENID, 1
324 W. BROADWAY
P.O. BOX 3448
ENID OK 73701 |
|
966,912.120 |
|
5.4813 |
CHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY STREET
SAN FRANCISCO CA 94104-4122 |
|
900,049.803 |
|
5.1022 |
Equity Income Fund Class R Shares
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
BB&T ASSET MANAGEMENT INC
SEED ACCOUNT
ATTN PAUL PALERMO
434 FAYETTEVILLE ST FL 5
RALEIGH NC 27601-1701 |
|
8.403 |
|
100.0000 |
Select Equity Variable Insurance Fund
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
HARTFORD LIFE
SEPARATE ACCOUNT TWO
ATTN UIT OPERATIONS
1 GRIFFIN RD N
WINDSOR CT 06095-1512 |
|
3,259,597.685 |
|
88.8003 |
AIG SUNAMERICA LIFE ASSURANCE
COMPANY
PO BOX 54299
LOS ANGELES CA 90054-0299 |
|
222,288.721 |
|
6.0558 |
NATIONWIDE INSURANCE COMPANY
NWVA9
C/O IPO PORTFOLIO ACCOUNTING
PO BOX 182029
COLUMBUS OH 43218-2029 |
|
188,818.286 |
|
5.1439 |
75
Capital Manager Equity Variable Insurance Fund
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
HARTFORD LIFE
SEPARATE ACCOUNT TWO
ATTN UIT OPERATIONS
1 GRIFFIN RD N
WINDSOR CT 06095-1512 |
|
797,039.927 |
|
62.3790 |
AIG SUNAMERICA LIFE ASSURANCE
COMPANY
PO BOX 54299
LOS ANGELES CA 90054-0299 |
|
356,654.290 |
|
27.9130 |
NATIONWIDE INSURANCE COMPANY
NWVA9
C/O IPO PORTFOLIO ACCOUNTING
PO BOX 182029
COLUMBUS OH 43218-2029 |
|
124,043.660 |
|
9.7081 |
Special Opportunities Variable Insurance Fund
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
HARTFORD LIFE
SEPARATE ACCOUNT TWO
ATTN UIT OPERATIONS
1 GRIFFIN RD N
WINDSOR CT 06095-1512 |
|
1,756,998.940 |
|
66.8623 |
AIG SUNAMERICA LIFE ASSURANCE
COMPANY
PO BOX 54299
LOS ANGELES CA 90054-0299 |
|
870,788.484 |
|
33.1377 |
Total Return Bond Variable Insurance Fund
|
|
|
|
|
Name and Address of Beneficial Owner |
|
Number of Shares Owned |
|
Percent of Class |
HARTFORD LIFE
SEPARATE ACCOUNT TWO
ATTN UIT OPERATIONS
1 GRIFFIN RD N
WINDSOR CT 06095-1512 |
|
1,146,458.658 |
|
58.4194 |
AIG SUNAMERICA LIFE ASSURANCE
COMPANY
PO BOX 54299
LOS ANGELES CA 90054-0299 |
|
816,002.750 |
|
41.5806 |
76
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
THREE EASY WAYS TO VOTE YOUR PROXY
To vote by Internet
1) |
|
Read the Proxy Statement and have the proxy card
below at hand. |
|
2) |
|
Go to website www.proxyvote.com. |
|
3) |
|
Follow the instructions provided on the website. |
To vote by Telephone
1) |
|
Read the Proxy Statement and have the proxy card
below at hand. |
|
2) |
|
Call 1-800-690-6903. |
|
3) |
|
Follow the instructions. |
To vote by Mail
1) |
|
Read the Proxy Statement. |
|
2) |
|
Check the appropriate boxes on the proxy card below. |
|
3) |
|
Sign and date the proxy card. |
|
4) |
|
Return the proxy card in the envelope provided. |
If
you are NOT voting by Telephone or Internet,
Please Sign, Date and Return the Proxy Card Promptly
Using the Enclosed Envelope
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
|
|
|
|
|
|
|
|
KEEP THIS PORTION FOR YOUR RECORDS |
|
|
|
|
|
DETACH AND RETURN THIS PORTION
ONLY |
THIS PROXY CARD IS
VALID ONLY WHEN SIGNED AND DATED.
|
|
|
|
|
DYNAMIC CALLING -POSITION C - EFN
LINE 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
For |
|
Against |
|
Abstain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
To approve an Investment
Advisory Agreement between BB&T Funds, on behalf of each series thereof,
and Sterling Capital Management LLC (Sterling); |
|
o |
|
o |
|
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
2. |
|
To approve Investment Sub-Advisory
Agreements between Sterling and Scott & Stringfellow,
LLC with respect to BB&T
Equity Income Fund and BB&T Special Opportunities Equity Fund;
|
|
o |
|
o |
|
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
5. |
|
To transact such other business as may properly come before the Special Meeting or any adjournment thereof. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Please
Sign, Date and Return the Proxy Card Promptly Using the Enclosed
Envelope.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature(s)
should be exactly as name or names appearing on this proxy. If shares
are held jointly, each shareholder is requested to sign, but only
one signature is required. If signing is by attorney, executor,
administrator, trustee or guardian, please give full title. By signing
this proxy card, receipt of the accompanying Notice of Special Meeting
of Shareholders and Proxy Statement is acknowledged.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
Signature
[PLEASE SIGN WITHIN BOX]
|
|
Date |
|
Signature
(Joint Owners) |
|
Date |
|
|
Important Notice
Regarding the Availability of Proxy Materials for the Special
Meeting of Shareholders to be held on August 27, 2010:
You may obtain a copy of this proxy statement, the
accompanying Notice of Special Meeting of Shareholders and
related soliciting material without charge by visiting www.proxyweb.com.
BB&T FUNDS
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 27, 2010
This proxy is
solicited on behalf of the Boards of Trustees of BB&T
Funds, on behalf of its series, the Funds, for use at a
special meeting (the Special Meeting)
of shareholders of the Fund to be held at 10:00 a.m. Eastern time on August
27, 2010, in the Board Room of BNY Mellon Investment Servicing (US) Inc.
at 4400 Computer Drive, Westborough, Massachusetts 01581.
The undersigned hereby appoints Todd M. Miller and Avery Maher,
each of them with full power of substitution as proxies of the undersigned, to vote, as designated below, at the above-stated
Special Meeting and at any and all adjournments thereof, all units of beneficial interest in the Funds held of record by the undersigned on the record
date for the Special Meeting, upon the following matters and upon any other matter which may come before the Special Meeting in their discretion.
PLEASE SIGN AND DATE ON THE REVERSE SIDE
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
THREE EASY WAYS TO VOTE YOUR PROXY
To vote by Internet
1) |
|
Read the Proxy Statement and have the proxy card
below at hand. |
|
2) |
|
Go to website www.proxyvote.com. |
|
3) |
|
Follow the instructions provided on the website. |
To vote by Telephone
1) |
|
Read the Proxy Statement and have the proxy card
below at hand. |
|
2) |
|
Call 1-800-690-6903. |
|
3) |
|
Follow the instructions. |
To vote by Mail
1) |
|
Read the Proxy Statement. |
|
2) |
|
Check the appropriate boxes on the proxy card below. |
|
3) |
|
Sign and date the proxy card. |
|
4) |
|
Return the proxy card in the envelope provided. |
If you are NOT voting by Telephone or Internet,
Please Sign, Date and Return the Proxy Card Promptly
Using the Enclosed Envelope
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
|
|
|
|
|
|
|
|
KEEP THIS PORTION FOR YOUR RECORDS |
|
|
|
|
|
DETACH AND RETURN THIS PORTION
ONLY |
THIS PROXY CARD IS
VALID ONLY WHEN SIGNED AND DATED.
|
|
|
|
|
DYNAMIC CALLING -POSITION C - EFN
LINE 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
To approve an Investment
Advisory Agreement between BB&T Funds, on behalf of each series thereof,
and Sterling Capital Management LLC (Sterling); |
|
o |
|
o |
|
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
3. |
|
To approve an Investment Sub-Advisory Agreement
between Sterling and Artio Global Management LLC with respect to BB&T International Equity Fund;
|
|
o |
|
o |
|
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
5. |
|
To transact such other business as may properly come before the Special Meeting or any adjournment thereof. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Please
Sign, Date and Return the Proxy Card Promptly Using the Enclosed
Envelope.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature(s)
should be exactly as name or names appearing on this proxy. If shares
are held jointly, each shareholder is requested to sign, but only
one signature is required. If signing is by attorney, executor,
administrator, trustee or guardian, please give full title. By signing
this proxy card, receipt of the accompanying Notice of Special Meeting
of Shareholders and Proxy Statement is acknowledged.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
Signature [PLEASE SIGN
WITHIN BOX] |
|
Date |
|
Signature
(Joint Owners) |
|
Date |
|
|
Important Notice
Regarding the Availability of Proxy Materials for the Special
Meeting of Shareholders to be held on August 27, 2010:
You may obtain a copy of this proxy statement, the
accompanying Notice of Special Meeting of Shareholders and
related soliciting material without charge by visiting www.proxyweb.com.
BB&T FUNDS
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 27, 2010
This proxy is
solicited on behalf of the Boards of Trustees of BB&T
Funds, on behalf of its series, the Funds, for use at a
special meeting (the Special Meeting)
of shareholders of the Fund to be held at 10:00 a.m. Eastern time on August
27, 2010, in the Board Room of BNY Mellon Investment Servicing (US) Inc.
at 4400 Computer Drive, Westborough, Massachusetts 01581.
The undersigned hereby appoints Todd M. Miller and Avery Maher,
each of them with full power of substitution as proxies of the undersigned, to vote, as designated below, at the above-stated
Special Meeting and at any and all adjournments thereof, all units of beneficial interest in the Funds held of record by the undersigned on the record
date for the Special Meeting, upon the following matters and upon any other matter which may come before the Special Meeting in their discretion.
PLEASE SIGN AND DATE ON THE REVERSE SIDE
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
THREE EASY WAYS TO VOTE YOUR PROXY
To vote by Internet
1) |
|
Read the Proxy Statement and have the proxy card
below at hand. |
|
2) |
|
Go to website www.proxyvote.com. |
|
3) |
|
Follow the instructions provided on the website. |
To vote by Telephone
1) |
|
Read the Proxy Statement and have the proxy card
below at hand. |
|
2) |
|
Call 1-800-690-6903. |
|
3) |
|
Follow the instructions. |
To vote by Mail
1) |
|
Read the Proxy Statement. |
|
2) |
|
Check the appropriate boxes on the proxy card below. |
|
3) |
|
Sign and date the proxy card. |
|
4) |
|
Return the proxy card in the envelope provided. |
If
you are NOT voting by Telephone or Internet,
Please Sign, Date and Return the Proxy Card Promptly
Using the Enclosed Envelope
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
|
|
|
|
|
|
|
|
KEEP THIS PORTION FOR YOUR RECORDS |
|
|
|
|
|
DETACH AND RETURN THIS PORTION
ONLY |
THIS PROXY CARD IS
VALID ONLY WHEN SIGNED AND DATED.
|
|
|
|
|
DYNAMIC CALLING -POSITION C - EFN
LINE 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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For |
|
Against |
|
Abstain |
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
To approve an Investment Advisory
Agreement between BB&T Funds,
on behalf of each series thereof, and Sterling Capital Management LLC (Sterling); |
|
o |
|
o |
|
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
4. |
|
To approve an Investment Sub-Advisory Agreement between Sterling and
Federated Investment Management Company with respect to BB&T National Tax-Free Money Market Fund and
BB&T Prime Money Market Fund; and
|
|
o |
|
o |
|
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
5. |
|
To transact such other business as may properly come before the Special Meeting or any adjournment thereof.
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Please
Sign, Date and Return the Proxy Card Promptly Using the Enclosed
Envelope.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Signature(s)
should be exactly as name or names appearing on this proxy. If shares
are held jointly, each shareholder is requested to sign, but only
one signature is required. If signing is by attorney, executor,
administrator, trustee or guardian, please give full title. By signing
this proxy card, receipt of the accompanying Notice of Special Meeting
of Shareholders and Proxy Statement is acknowledged.
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Signature [PLEASE SIGN
WITHIN BOX] |
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Signature
(Joint Owners) |
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Important Notice
Regarding the Availability of Proxy Materials for the Special
Meeting of Shareholders to be held on August 27, 2010:
You may obtain a copy of this proxy statement, the
accompanying Notice of Special Meeting of Shareholders and
related soliciting material without charge by visiting www.proxyweb.com.
BB&T FUNDS
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 27, 2010
This proxy is
solicited on behalf of the Boards of Trustees of BB&T
Funds, on behalf of its series, the Funds, for use at a
special meeting (the Special Meeting)
of shareholders of the Fund to be held at 10:00 a.m. Eastern time on August
27, 2010, in the Board Room of BNY Mellon Investment Servicing (US) Inc.
at 4400 Computer Drive, Westborough, Massachusetts 01581.
The undersigned hereby appoints Todd M. Miller and Avery Maher,
each of them with full power of substitution as proxies of the undersigned, to vote, as designated below, at the above-stated
Special Meeting and at any and all adjournments thereof, all units of beneficial interest in the Funds held of record by the undersigned on the record
date for the Special Meeting, upon the following matters and upon any other matter which may come before the Special Meeting in their discretion.
PLEASE SIGN AND DATE ON THE REVERSE SIDE
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
THREE EASY WAYS TO VOTE YOUR PROXY
To vote by Internet
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Read the Proxy Statement and have the proxy card
below at hand. |
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Go to website www.proxyvote.com. |
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Follow the instructions provided on the website. |
To vote by Telephone
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Read the Proxy Statement and have the proxy card
below at hand. |
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Call 1-800-690-6903. |
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Follow the instructions. |
To vote by Mail
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Read the Proxy Statement. |
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Check the appropriate boxes on the proxy card below. |
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Sign and date the proxy card. |
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Return the proxy card in the envelope provided. |
If
you are NOT voting by Telephone or Internet,
Please Sign, Date and Return the Proxy Card Promptly
Using the Enclosed Envelope
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION
ONLY |
THIS PROXY CARD IS
VALID ONLY WHEN SIGNED AND DATED.
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DYNAMIC CALLING -POSITION C - EFN
LINE 1 |
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Abstain |
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To approve an Investment Advisory Agreement between BB&T Funds,
on behalf of each series thereof, and Sterling Capital Management LLC (Sterling); |
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To transact such other business as may properly come before the Special Meeting or any adjournment thereof. |
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Please
Sign, Date and Return the Proxy Card Promptly Using the Enclosed
Envelope.
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Signature(s)
should be exactly as name or names appearing on this proxy. If shares
are held jointly, each shareholder is requested to sign, but only
one signature is required. If signing is by attorney, executor,
administrator, trustee or guardian, please give full title. By signing
this proxy card, receipt of the accompanying Notice of Special Meeting
of Shareholders and Proxy Statement is acknowledged.
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Signature [PLEASE SIGN
WITHIN BOX] |
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Date |
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Signature
(Joint Owners) |
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Date |
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Important Notice
Regarding the Availability of Proxy Materials for the Special
Meeting of Shareholders to be held on August 27, 2010:
You may obtain a copy of this proxy statement, the
accompanying Notice of Special Meeting of Shareholders and
related soliciting material without charge by visiting www.proxyweb.com.
BB&T FUNDS
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 27, 2010
This proxy is
solicited on behalf of the Boards of Trustees of BB&T
Funds, on behalf of its series, the Funds, for use at a
special meeting (the Special Meeting)
of shareholders of the Fund to be held at 10:00 a.m. Eastern time on August
27, 2010, in the Board Room of BNY Mellon Investment Servicing (US) Inc.
at 4400 Computer Drive, Westborough, Massachusetts 01581.
The undersigned hereby appoints Todd M. Miller and Avery Maher,
each of them with full power of substitution as proxies of the undersigned, to vote, as designated below, at the above-stated
Special Meeting and at any and all adjournments thereof, all units of beneficial interest in the Funds held of record by the undersigned on the record
date for the Special Meeting, upon the following matters and upon any other matter which may come before the Special Meeting in their discretion.
PLEASE SIGN AND DATE ON THE REVERSE SIDE
VOTE BY MAIL
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Read the Proxy Statement and the Proxy Card. |
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Please mark, sign and date your Proxy Card. |
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Return promptly in the postage-paid envelope provided. |
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
LABEL BELOW FOR MIS USE ONLY!
PO# M-4158-A
BB&T - COMPLEXWIDE #087
BB&T - ANNUITY #
ORIGINAL 1UP 06-28-10 JM
COMMON FRONT / 2 BACKS
VINNY/ROB (BB&T ANNUITY-COMPLEXWIDE M4158-A 1-UP 2010 VOD)
REVISION #1 07-14-10 JM
REVISION #2 07-15-10 JM
REVIEW #1 07-15-10 JM
BB&T VARIABLE INSURANCE FUNDS
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SPECIAL MEETING OF SHAREHOLDERS |
FUND NAME PRINTS HERE
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TO BE HELD ON AUGUST 27, 2010 |
This proxy is solicited on behalf of the Board of Trustees of BB&T Variable Insurance Funds, on
behalf of its series, the Funds, for use at a special meeting (the Special Meeting) of
shareholders of the Fund to be held at 10:00 a.m. Eastern time on August 27, 2010, in the Board
Room of BNY Mellon Investment Servicing (US) Inc. at 4400 Computer Drive, Westborough,
Massachusetts 01581.
The undersigned hereby appoints Todd M. Miller and Avery Maher, each of them with full power of
substitution as proxies of the undersigned, to vote, as designated below, at the above-stated
Special Meeting and at any and all adjournments thereof, all units of beneficial interest in the
Funds held of record by the undersigned on the record date for the Special Meeting, upon the
following matters and upon any other matter which may come before the Special Meeting in their
discretion:
MIS EDITS: # OF CHANGES ___/___ PRF 1 ___ PRF 2 ____
OK TO PRINT AS IS* *By signing this form you are
authorizing MIS to print this form in its current state.
SIGNATURE OF PERSON AUTHORIZING PRINTING DATE
ê
ê
Dated 2010
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Signature(s)
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(Please sign in box) |
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IMPORTANT: Please sign legibly and exactly as your name appears on this card. Joint owners
must each sign this card. When signing as executor, administrator, attorney, trustee or guardian,
or as custodian for a minor, please state that capacity or title along with your signature. If a
corporation, please give the full corporate name and indicate the signers office. If a partner,
please sign in the partnership name.
ê
BBT-F
MIS EDITS: # OF CHANGES
/
PRF 1 PRF 2
OK TO PRINT AS IS*
*By signing this form you are authorizing MIS to print this form in
its current state.
SIGNATURE OF PERSON AUTHORIZING PRINTING
DATE
LABEL BELOW FOR MIS USE ONLY!
PO# M-4158-A
BB&T - COMPLEXWIDE #087
BB&T - ANNUITY #
ORIGINAL 1UP 06-28-10 JM
BACK 1 OF 2 - BBV
VINNY/ROB (BB&T ANNUITY-COMPLEXWIDE M4158-A 1-UP 2010 VOD)
REVIEW #1 06-29-10 JM
REVISION #1 06-29-10 JM
REVIEW #2 06-29-10 JM
REVIEW #3 06-30-10 JM
REVISION #2 07-15-10 JM
Important Notice Regarding the Availability of
Proxy Materials for the Special Meeting of Shareholders to be held on August 27, 2010:
You may obtain a copy of this proxy statement, the
accompanying Notice of Special Meeting of Shareholders and
related soliciting material without charge by visiting
www.proxyweb.com
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Please fill in box(es) as shown using black or blue ink or number 2 pencil. Example: x
PLEASE DO NOT USE FINE POINT PENS.
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FOR |
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AGAINST |
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ABSTAIN |
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1.
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To approve an Investment Advisory Agreement between BB&T Variable Insurance Funds, on behalf of
each series thereof, and Sterling Capital Management LLC (Sterling);
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5.
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To transact such other business as may properly come before the Special Meeting or any
adjournment thereof. |
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PLEASE SIGN AND DATE ON THE REVERSE SIDE.
MIS EDITS: # OF CHANGES
/
PRF 1 PRF 2
OK TO PRINT AS IS*
*By signing this form you are authorizing MIS to print this form in
its current state.
SIGNATURE OF PERSON AUTHORIZING PRINTING
DATE
LABEL BELOW FOR MIS USE ONLY!
PO# M-4158-A
BB&T - COMPLEXWIDE #087
BB&T - ANNUITY #
ORIGINAL 1UP 06-28-10 JM
BACK 2 OF 2 - BBS
VINNY/ROB (BB&T ANNUITY-COMPLEXWIDE M4158-A 1-UP 2010 VOD)
REVIEW #1 06-29-10 JM
REVISION #1 06-29-10 JM
REVIEW #3 06-30-10 JM
REVISION #2 07-15-10 JM
Important Notice Regarding the Availability of
Proxy Materials for the Special Meeting of Shareholders to be held on August 27, 2010:
You may obtain a copy of this proxy statement, the
accompanying Notice of Special Meeting of Shareholders and
related soliciting material without charge by visiting
www.proxyweb.com
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ê |
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Please fill in box(es) as shown using black or blue ink or number 2 pencil. Example: x
PLEASE DO NOT USE FINE POINT PENS.
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ê |
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FOR |
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AGAINST |
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ABSTAIN |
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1.
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To approve an Investment Advisory Agreement between BB&T Variable Insurance Funds, on behalf of
each series thereof, and Sterling Capital Management LLC (Sterling);
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o
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3.
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To approve an Investment Sub-Advisory Agreement between Sterling and Scott & Stringfellow, LLC
with respect to BB&T Special Opportunities Equity VIF;
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5.
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To transact such other business as may properly come before the Special Meeting or any
adjournment thereof. |
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PLEASE SIGN AND DATE ON THE REVERSE SIDE.