EXHIBIT (b)(1)
BYLAWS
OF
BB&T FUNDS
AMENDED AND RESTATED
AUGUST 30, 2005
ARTICLE 1
Agreement and Declaration of Trust and Principal Office
1.1 Agreement and Declaration of Trust. These Bylaws shall be subject to
the Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of BB&T Funds, the Massachusetts business trust
established by the Declaration of Trust (the "Trust").
1.2 Resident Agent of the Trust. The Trust shall have an agent for service
of process residing in The Commonwealth of Massachusetts.
1.3 Principal Office of the Trust. The initial principal office of the
Trust shall be located in Columbus, Ohio. The Trust may have such other offices
as the Trustees may determine or as they may authorize.
ARTICLE 2
Meetings of Trustees
2.1 Regular Meetings. Regular meetings of the Trustees may be held without
call or notice at such places and at such times as the Trustees may from time to
time determine, provided that notice of the first regular meeting following any
such determination shall be given to absent Trustees. A regular meeting of the
Trustees may be held without call or notice immediately after and at the same
place as the annual meeting of the shareholders.
2.2 Special Meetings. Special meetings of the Trustees may be held at any
time and at any place designated in the call of the meeting when called by the
Chairman of the Trustees, the President or the Treasurer or by two or more
Trustees, sufficient notice thereof being given to each Trustee by the Clerk or
an Assistant Clerk or by the officer or the Trustees calling the meeting.
2.3 Notice. It shall be sufficient notice to the Trustee of a special
meeting to send notice by mail at least forty-eight hours or by telegram, telex
or telecopy or other electronic facsimile transmission method at least
twenty-four hours before the meeting addressed to the Trustee at his or her
usual or last known business or residence address or to give notice to him or
her in person or by telephone at least twenty-four hours before the meeting.
Notice of a meeting need not be given to any Trustee if a written waiver of
notice, executed by him or her before the meeting, is filed with the records of
the meeting, or to any Trustee who attends the
meeting without protesting prior thereto or at its commencement the lack of
notice to him or her. Neither notice of a meeting nor a waiver of a notice need
specify the purposes of the meeting.
2.4 Quorum. At any meeting of the Trustees a majority of the Trustees then
in office shall constitute a quorum. Any meeting may be adjourned from time to
time by a majority of the votes cast upon the question, whether or not a quorum
is present, and the meeting may be held as adjourned without further notice.
ARTICLE 3
Officers
3.1 Enumeration: Qualification. The officers of the Trust shall be a
President, a Treasurer, a Secretary who shall also be the Clerk, and a Chief
Compliance Officer ("CCO") and such other officers including (subject to Article
3, Section 5) a Chairman of the Trustees, if any, as the Trustees from time to
time may in their discretion elect. The Trust may also have such agents as the
Trustees from time to time may in their discretion appoint. The Chairman of the
Trustees, if one is elected, shall be a Trustee and may but need not be a
shareholder; and any other officer may but not need be a Trustee or a
shareholder. Any two or more offices may be held by the same person.
3.2 Election. The President, the Treasurer, and the Secretary shall be
elected annually by the Trustees. Other officers, if any, may be elected or
appointed by the Trustees at said meeting or at any other time. Vacancies in any
office may be filled at any time.
3.3 Tenure. The Chairman of the Trustees, if one is elected, the
President, the Treasurer and the Secretary shall hold office until their
respective successors are chosen and qualified, or in each case until he or she
sooner dies, resigns, is removed or becomes disqualified. Each other officer
shall hold office and each agent shall retain authority at the pleasure of the
Trustees.
3.4 Powers. Subject to the other provisions of these Bylaws, each officer
shall have, in addition to the duties and powers herein and in the Declaration
of Trust set forth, such duties and powers as are commonly incident to the
office occupied by him or her as if the Trust were organized as a Massachusetts
business corporation and such other duties and powers as the Trustees may from
time to time designate.
3.5 Chairman. The Board of Trustees may appoint a Chairman of the Board of
Trustees from among the Trustees. When necessary to satisfy Fund Governance
Standards, such Chairman shall be an "independent trustee" (an "independent
trustee" is a trustee who is not an "interested person" of the Trust as defined
by the Investment Company Act of 1940, herein an "Independent Chairman"). An
Independent Chairman shall not be an officer of the Trust. The Chairman, whether
or not independent, shall preside at all meetings of the Board of Trustees at
which he or she is present. The Chairman shall have and may exercise such powers
as are, from time to time, assigned to him or her by the Board of Trustees or as
may be required by law.
3.6 President. In the absence of the Chairman, the President shall preside
at all meetings of the shareholders and of the Trustees. The President shall be
the Trust's chief executive officer.
3.7 Treasurer. The Treasurer shall be the chief financial and accounting
officer of the Trust, and shall, subject to the provisions of the Declaration of
Trust and to any arrangement made by the Trustees with a custodian, investment
adviser or manager, or transfer, shareholder servicing or similar agent, be in
charge of the valuable papers, books of account and accounting records of the
Trust, and shall have such other duties and powers as may be designated from
time to time by the Trustees or by the President.
3.8 Secretary. The Secretary shall record all proceedings of the
shareholders and the Trustees in books to be kept therefor, which books or a
copy thereof shall be kept at the principal office of the Trust. In the absence
of the Secretary from any meeting of the shareholders or Trustees, an assistant
secretary, or if there be none or if he or she is absent, a temporary secretary
chosen at such meeting shall record the proceedings thereof in the aforesaid
books.
3.9 Chief Compliance Officer. The Chief Compliance Officer (a) shall be
the Chief Compliance Officer of the Trust within the meaning of Rule 38a-1
(Compliance Procedures and Practices of Certain Investment Companies) under the
Investment Company Act of 1940; (b) shall discharge his or her responsibilities
under that rule, as from time to time in effect; (c) shall modify or supplement
any policies and procedures initially approved by the Board of Trustees under
Rule 38a-1(a)(1), provided that any material changes shall be reported to the
Board no later than in the annual report required by Rule 38a-1; and (d) shall
perform such other duties as, from time to time, may be assigned to him or her
by the Board of Trustees. No Trustee, Officer or other employee shall directly
or indirectly take any action to coerce, manipulate, mislead or fraudulently
influence the Chief Compliance Officer in the performance of his or her duties
under such Rule 38a-1.
3.10 Resignations. Any officer may resign at any time by written
instrument signed by him or her and delivered to the Chairman, the President or
the Secretary or to a meeting of the Trustees. Such resignation shall be
effective upon receipt unless specified to be effective at some other time.
Except to the extent expressly provided in a written agreement with the Trust,
no officer resigning and no officer removed shall have any right to any
compensation for any period following his or her resignation or removal, or any
right to damages on account of such removal.
ARTICLE 4
Committees
4.1 Quorum; Voting. A majority of the members of any Committee of the
Trustees shall constitute a quorum for the transaction of business, and any
action of such a Committee may be taken at a meeting by a vote of a majority of
the members present (a quorum being present) or evidenced by one or more
writings signed by such a majority. Members of a Committee may participate in a
meeting of such Committee by means of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting
can hear each other at the same time and participation by such means shall
constitute presence in person at a meeting.
ARTICLE 5
Reports
5.1 General. The Trustees and officers shall render reports at the time
and in the manner required by the Declaration of Trust or any applicable law.
Officers and Committees shall render such additional reports as they may deem
desirable or as may from time to time be required by the Trustees.
ARTICLE 6
Fiscal Year
6.1 General. Except as from time to time otherwise provided by the
Trustees, the initial fiscal year of the Trust shall end on such date as is
determined in advance or in arrears by the Treasurer, and subsequent fiscal
years shall end on such date in subsequent years.
ARTICLE 7
Seal
7.1 General. At the discretion of the Trustees, the Trust may have a seal.
The seal of the Trust, if any, shall consist of a flat-faced die with the word
"Massachusetts", together with the name of the Trust and the year of its
organization cut or engraved thereon but, unless otherwise required by the
Trustees, the seal shall not be necessary to be placed on, and its absence shall
not impair the validity of, any document, instrument or other paper executed and
delivered by or on behalf of the Trust.
ARTICLE 8
Execution of Papers
8.1 General. Except as the Trustees may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
contracts, notes and other obligations made by the Trustees shall be signed by
the President or by the Treasurer and need not bear the seal of the Trust.
ARTICLE 9
Issuance of Share Certificates
9.1 Share Certificates. In lieu of issuing certificates for shares, the
Trustees or the transfer agent may either issue receipts therefor or may keep
accounts upon the books of the Trust for the record holders of such shares, who
shall in either case be deemed, for all purposes hereunder, to be the holders of
certificates for such shares as if they had accepted such certificates and shall
be held to have expressly assented and agreed to the terms hereof.
The Trustees may at any time authorize the issuance of share certificates.
In that event, each shareholder shall be entitled to a certificate stating the
number of shares owned by him, in such form as shall be prescribed from time to
time by the Trustees. Such certificates shall be signed by the President or any
Vice-President and by the Treasurer or Assistant Treasurer. Such signatures may
be facsimile if the certificate is signed by a transfer agent, or by a
registrar, other than a Trustee, officer or employee of the Trust. In case any
officer who has signed or whose facsimile signature has been placed on such
certificate shall cease to be such officer before such certificate is issued, it
may be issued by the Trust with the same effect as if he were such officer at
the time of its issue.
9.2 Loss of Certificates. In case of the alleged loss or destruction or
the mutilation of a share certificate, a duplicate certificate may be issued in
place thereof, upon such terms as the Trustees shall prescribe.
9.3 Issuance of New Certificates to Pledgee. A pledgee of shares
transferred as collateral security shall be entitled to a new certificate if the
instrument of transfer substantially describes the debt or duty that is intended
to be secured thereby. Such new certificates shall express on its face that it
is held as collateral security, and the name of the pledgor shall be stated
thereon, who alone shall be liable as a shareholder and entitled to vote
thereon.
9.4 Discontinuance of Issuance of Certificates. The Trustees may at any
time discontinue the issuance of share certificates and may, by written notice
to each shareholder, require the surrender of share certificates to the Trust
for cancellation. Such surrender and cancellation shall not effect the ownership
of shares in the Trust.
ARTICLE 10
Provisions Relating to the Conduct of the Trust's Business
10.1 Certain Definitions. When used herein the following words shall have
the following meanings: "Distributor" shall mean any one or more corporations,
firms or associations which have distributor's or principal underwriter's
contracts in effect with the Trust providing that redeemable shares issued by
the Trust shall be offered and sold by such Distributor. "Manager" shall mean
any corporation, firm or association which may at the time have an advisory or
management contract with the Trust and any corporation, firm or association
which may at any time have a sub-advisory contract relating to the Trust with
any such Manager.
10.2 Limitation on Holdings by the Trust of Certain Securities and on
Dealings with Officers or Trustees. The Trust may not purchase or retain shares
or securities issued by an issuer if one or more of the holders of the shares or
securities issued by an issuer or one or more of the officers or directors of
such issuer is an officer or Trustee of the Trust or officer or director of the
Manager and if one or more of such officers, Trustees or directors owns
beneficially more than 1/2 of 1% of the shares or securities, or both, of such
issuer and such officers, Trustees and directors owning more than 1/2 of 1% of
such shares or securities together own beneficially more 5% of such shares or
securities. Each officer and Trustee of the Trust shall keep the Treasurer of
the Trust informed of the names of all issuers shares or securities of which are
held
in the portfolio of the Trust in which such officer or Trustee owns as much as
1/2 of 1% of the outstanding shares or securities.
The Trust will not lend any of its assets to the Distributor or Manager or
to any officer or director of the Distributor or Manager or any officer or
Trustee of the Trust, and shall not permit any officer or Trustee or any officer
or director of the Distributor or Manager to deal for or on behalf of the Trust
with himself or herself as principal or agent, or with any partnership,
association or corporation in which he or she has a financial interest; provided
that the foregoing provisions shall not prevent (a) officers and Trustees of the
Trust or officers and directors of the Distributor or Manager from buying,
holding or selling shares in the Trust or from being partners, officers or
directors of or otherwise financially interested in the Distributor or the
Manager; (b) purchases or sales of securities or other property if such
transaction is permitted by or is exempt or exempted from the provisions of the
Investment Company Act of 1940 or any Rule or Regulation thereunder (together,
the "1940 Act"); (c) employment of legal counsel, registrar, transfer agent,
shareholder servicing agent, dividend disbursing agent or custodian who is, or
has a partner, shareholder, officer or director who is, an officer or Trustee of
the Trust or an officer or director of the Distributor or Manager; (d) sharing
statistical, research, legal and management expenses and office hire and
expenses with any other investment company in which an officer or Trustee of the
Trust or an officer or director of the Distributor or Manager is an officer or
director or otherwise financially interested.
10.3 Limitation on Dealing in Securities of the Trust by Certain Officers,
Trustees, Distributor or Manager. Neither the Distributor nor Manager, nor any
officer or Trustee of the Trust or officer or director of the Distributor or
Manager shall take long or short positions in securities issued by the Trust;
provided, however, that:
(a) the Distributor may purchase from the Trust and otherwise deal in
shares issued by the Trust pursuant to the terms of its contract
with the Trust;
(b) any officer or Trustee of the Trust or officer or director of the
Distributor or Manager or any trustee or fiduciary for the benefit
of any of them may at any time, or from time to time, purchase from
the Trust or from the Distributor shares issued by the Trust at the
price available to the public or to such officer, Trustee, director,
trustee or fiduciary, no such purchase to be in contravention of any
applicable state or federal requirement; and
(c) the Distributor or the Manager may at any time, or from time to
time, purchase for investment shares issued by the Trust.
10.4 Securities and Cash of the Trust to be held by Custodian subject to
certain Terms and Conditions.
(a) All securities and cash owned by this Trust shall be held by or
deposited with one or more banks or trust companies having
(according to its last published report) not less than $5,000,000
aggregate capital, surplus and undivided profits (any such bank or
trust company being hereby designated as "Custodian"), provided
such a Custodian can be found ready and willing to act; subject to
such rules, regulations and orders, if any, as the Securities and
Exchange Commission may adopt, this Trust may, or may permit any
Custodian to, deposit all or any part of the securities owned by
this Trust in a system for the central handling of securities
pursuant to which all securities of any particular class or series
of any issue deposited within the system may be transferred or
pledged by bookkeeping entry, without physical delivery. The
Custodian may appoint, subject to the approval of the Trustees, one
or more subcustodians.
(b) The Trust shall enter into a written contract with each Custodian
regarding the powers, duties and compensation of such Custodian with
respect to the cash and securities of the Trust held by such
Custodian. Said contract and all amendments thereto shall be
approved by the Trustees.
(c) The Trust shall upon the resignation or inability to serve of any
Custodian or upon change of any Custodian:
(i) in case of such resignation or inability to serve, use
its best efforts to obtain a successor Custodian;
(ii) require that the cash and securities owned by the Trust
be delivered directly to the successor Custodian; and
(iii) in the event that no successor Custodian can be found,
submit to the shareholders, before permitting delivery
of the cash and securities owned by the Trust otherwise
than to a successor Custodian, the question whether the
Trust shall be liquidated or shall function without a
Custodian.
10.5 Requirements and Restrictions Regarding the Management Contract.
Every advisory or management contract entered into by the Trust shall provide
that in the event that the total expenses of any series of shares of the Trust
for any fiscal year should exceed the limits imposed on investment company
expenses imposed by any statute or regulatory authority of any jurisdiction in
which shares of the Trust are offered for sale, the compensation due the Manager
for such fiscal year shall be reduced by the amount of such excess by a
reduction or refund thereof.
10.6 Reports to Shareholders: Distributions from Realized Gains. The Trust
shall send to each shareholder of record at least semi-annually a statement of
the condition of the Trust and of the results of its operations, containing all
information required by applicable laws or regulations.
10.7 Determination of Net Asset Value Per Share. Net asset value per share
of each series of shares of the Trust shall mean: (i) the value of all the
assets of such series; (ii) less total liabilities of such series; (iii) divided
by the number of shares of such series outstanding, in each case at the time of
each determination. The net asset value per share of each series shall be
determined as of the normal close of trading on the New York Stock Exchange on
each day on
which such Exchange is open. As of any time other than the normal close of
trading on such Exchange, the Trustees may cause the net asset value per share
last determined to be determined again in a similar manner or adjusted to
reflect changes in market values of securities in the portfolio, such adjustment
to be made on the basis of changes in selected security prices determined by the
Trustees to be relevant to the portfolio of such series or in averages or in
other standard and readily ascertainable market data, and the Trustees may fix
the time when such redetermined or adjusted net asset value per share of each
series shall become effective.
In valuing the portfolio investments of any series for determination of
net asset value per share of such series, securities for which market quotations
are readily available shall be valued at prices which, in the opinion of the
Trustees or the person designated by the Trustees to make the determination,
most nearly represent the market value of such securities, and other securities
and assets shall be valued at their fair value as determined by or pursuant to
the direction of the Trustees, which in the case of short-term debt obligations,
commercial paper and repurchase agreements may, but need not, be on the basis of
quoted yields for securities of comparable maturity, quality and type, or on the
basis of amortized cost. Expenses and liabilities of the Trust shall be accrued
each day. Liabilities may include such reserves for taxes, estimated accrued
expenses and contingencies as the Trustees or their designates may in their sole
discretion deem fair and reasonable under the circumstances. No accruals shall
be made in respect of taxes on unrealized appreciation of securities owned
unless the Trustees shall otherwise determine. Dividends payable by the Trust
shall be deducted as at the time of but immediately prior to the determination
of net asset value per share on the record date therefor.
ARTICLE 11
Shareholders' Voting Powers and Meetings
11.1 Voting Powers. The Shareholders shall have power to vote only (i) for
the election of Trustees as provided in Article IV, Section 1 of the Declaration
of Trust, provided, however, that no meeting of Shareholders is required to be
called for the purpose of electing Trustees unless and until such time as less
than a majority of the Trustees have been elected by the Shareholders, (ii) with
respect to any Manager or Sub-Adviser as provided in Article IV, Section 6 of
the Declaration of Trust to the extent required by the 1940 Act, (iii) with
respect to any termination of this Trust to the extent and as provided in
Article IX, Section 4 of the Declaration of Trust, (iv) with respect to any
amendment of the Declaration of Trust to the extent and as provided in Article
IX, Section 7 of the Declaration of Trust, (v) to the same extent as the
stockholders of a Massachusetts business corporation as to whether or not a
court action, proceeding or claim should or should not be brought or maintained
derivatively or as a class action on behalf of the Trust or the Shareholders,
and (vi) with respect to such additional matters relating to the Trust as may be
required by law, the Declaration of Trust, these Bylaws or any registration of
the Trust with the Commission (or any successor agency) or any state, or as the
Trustees may consider necessary or desirable. Shareholders holding at least 10%
of the Trust's Shares shall have the right to call a meeting to elect or remove
one or more of the Trustees of the Trust. Removal of one or more Trustees by
Shareholder vote may be accomplished without a showing of cause. Each whole
Share shall be entitled to one vote as to any matter on which it is entitled to
vote and each fractional Share shall be entitled to a proportionate fractional
vote. The Shareholders of any particular series or class shall not be entitled
to vote on any matters as to
which such series or class is not affected. Except with respect to matters as to
which the Trustees have determined that only the interests of one or more
particular series are affected or as required by law, all of the Shares of each
series or class shall, on matters as to which it is entitled to vote, vote with
other series so entitled as a single class. Notwithstanding the foregoing, with
respect to matters which would otherwise be voted on by two or more series as a
single class, the Trustees may, in their sole discretion, submit such matters to
the Shareholders of any or all such series, separately. There shall be no
cumulative voting in the election of Trustees. Shares may be voted in person or
by proxy. A proxy with respect to Shares held in the name of two or more persons
shall be valid if executed by any one of them unless at or prior to exercise of
the proxy the Trust receives a specific written notice to the contrary from any
one of them. A proxy purporting to be executed by or on behalf of a Shareholder
shall be deemed valid unless challenged at or prior to its exercise and the
burden of proving invalidity shall rest on the challenger. Until Shares are
issued, the Trustees may exercise all rights of Shareholders and may take any
action required by law, the Declaration of Trust or these Bylaws to be taken by
shareholders.
11.2 Voting Power and Meetings. Meetings of the Shareholders may be called
by the Trustees for the purpose of electing Trustees as provided in Article IV,
Section 1 of the Declaration of Trust and for such other purposes as may be
prescribed by law, by the Declaration of Trust or by these Bylaws. Meetings of
the Shareholders may also be called by the Trustees from time to time for the
purpose of taking action upon any other matter deemed by the Trustees to be
necessary or desirable. A meeting of Shareholders may be held at any place
designated by the Trustees. Written notice of any meeting of Shareholders shall
be given or caused to be given by the Trustees by mailing such notice at least
seven days before such meeting, postage prepaid, stating the time and place of
the meeting, to each Shareholder at the Shareholder's address as it appears on
the records of the Trust. Whenever notice of a meeting is required to be given
to a Shareholder under the Declaration of Trust or these Bylaws, a written
waiver thereof, executed before or after the meeting by such Shareholder or his
attorney thereunto authorized and filed with the records of the meeting, shall
be deemed equivalent to such notice.
11.3 Quorum and Required Vote. A majority of Shares entitled to vote shall
be a quorum for the transaction of business at a Shareholders' meeting, except
that where any provision of law or of the Declaration of Trust or these Bylaws
permits or requires that holders of any series shall vote as a series, then a
majority of the aggregate number of Shares of that series entitled to vote shall
be necessary to constitute a quorum for the transaction of business by that
series. Any lesser number shall be sufficient for adjournments. Any adjourned
session or sessions may be held, within a reasonable time after the date set for
the original meeting, without the necessity of further notice. Except when a
larger vote is required by any provision of law or the Declaration of Trust or
these Bylaws, a majority of the Shares voted shall decide any questions and a
plurality shall elect a Trustee, provided that where any provision of law or of
the Declaration of Trust or these Bylaws permits or requires that the holders of
any series shall vote as a series, then a majority of the Shares of that series
voted on the matter (or a plurality with respect to the election of a Trustee)
shall decide that matter insofar as that series is concerned.
11.4 Action by Written Consent. Any action taken by Shareholders may be
taken without a meeting if a majority of Shareholders entitled to vote on the
matter (or such larger
proportion thereof as shall be required by any express provision of law or the
Declaration of Trust or these Bylaws) consent to the action in writing and such
written consents are filed with the records of the meetings of Shareholders.
Such consent shall be treated for all purposes as a vote taken at a meeting of
Shareholders.
11.5 Record Dates. For the purpose of determining the shareholders who are
entitled to vote or act at any meeting or any adjournment thereof, or who are
entitled to receive payment of any dividend or of any other distribution, the
Trustees may from time to time fix a time, which shall be not more than 90 days
before the date of any meeting of shareholders or the date for the payment of
any dividend or of any other distribution, as the record date for determining
the shareholders having the right to notice of and to vote at such meeting and
any adjournment thereof or the right to receive such dividend or distribution,
and in such case only shareholders of record on such record date shall have such
right notwithstanding any transfer of shares on the books of the Trust after the
record date; or without fixing such record date the Trustees may for any of such
purposes close the register or transfer books for all or any part of such
period.
ARTICLE 12
Amendments to the Bylaws
12.1 General. These Bylaws may be amended or repealed, in whole or in
part, by a majority of the Trustees then in office at any meeting of the
Trustees, or by one or more writings signed by such a majority.
ARTICLE 13
13.1 Proxy Instructions Transmitted by Telephonic or Electronic Means. The
placing of a Shareholder's name on a proxy pursuant to telephonic or
electronically transmitted instructions obtained pursuant to procedures
reasonably designed to verify that such instructions have been authorized by
such Shareholder shall constitute execution of such proxy by or on behalf of
such Shareholder.
